As filed with the Securities and Exchange Commission on
                    February 13, 1997 Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                                    Castelle
             (Exact name of registrant as specified in its charter)

            California                                77-0164056
     (State of Incorporation)            (I.R.S. Employer Identification No.)


                             3255-3 Scott Boulevard
                          Santa Clara, California 95054
                                 (408) 496-0474
          (Address and telephone number of principal executive offices)


                             Ibex Technologies, Inc.
                             1992 Stock Option Plan
                            (Full Title of the Plan)
                              Randall I. Bambrough
              Vice President of Finance and Chief Financial Officer
                                    Castelle
                             3255-3 Scott Boulevard
                          Santa Clara, California 95054
                                 (408) 496-0474
           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                   Copies to:
                            Samuel M. Livermore, Esq.
                               Cooley Godward LLP
                         One Maritime Plaza, 20th Floor
                         San Francisco, California 94111


                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

==============================================================================================================================
                                                      Proposed Maximum            Proposed Maximum
    Title of Securities to be      Amount to be      Offering Price Per          Aggregate Offering        Amount of
            Registered              Registered           Share (1)                    Price (1)        Registration Fee
------------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>                 <C>                          <C>                  <C>     
Options to purchase Common                NA                  NA                          NA                   NA
Stock
------------------------------------------------------------------------------------------------------------------------------
Common Stock (no par value)            59,337               $1.52                    $90,192.24             $100.00
==============================================================================================================================
</TABLE>


(1)  Estimated  solely  for  the  purpose  of  calculating  the  amount  of  the
     registration fee pursuant to Rule 457(h).  The offering price is based upon
     the  weighted  average  exercise  price,  pursuant to Rule 457(h) under the
     Securities Act of 1993, as amended (the "Securities Act").

     Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.






<PAGE>



     The stock options to be registered  hereunder have been assumed by Castelle
(the "Company")  pursuant to an Agreement and Plan of  Reorganization  among the
Company,  Ibex  Technologies,  Inc., a California  company  ("Ibex") and certain
shareholders of Ibex, dated as of August 22, 1996. These options were originally
granted to employees,  directors and consultants  under Ibex's 1992 Stock Option
Plan.

                                     PART II

             INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION
         STATEMENTS ON FORM S-8 NO. 333-06083 AND FORM S-4 NO. 333-14815

         The contents of the  Registration  Statements on Form S-8 No. 333-06083
and Form S-4 No. 333-14815 filed with the Securities and Exchange  Commission on
June 14, 1996 and October 24, 1996, respectively,  are incorporated by reference
herein, with those changes set forth below.

Item 8.  Exhibits.


Exhibit No.         Description

5.1  Opinion of Cooley Godward LLP

23.1 Consent of Coopers & Lybrand L.L.P.

23.2 Consent  of  Cooley  Godward  LLP is  contained  in  Exhibit  5.1  to  this
     Registration Statement

24   Power of Attorney is contained on the signature pages

99.1 Ibex Technologies, Inc. 1992 Stock Option Plan

99.2 Form of Nonstatutory Stock Option

99.3 Form of Incentive Stock Option

99.4 Form of Option Assumption Agreement






                                       2.

<PAGE>



                                   SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
as amended,  the Registrant  certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused
this  Registration  Statement  to be  signed on its  behalf by the  undersigned,
thereunto duly authorized,  in the City of Santa Clara, State of California,  on
February 10, 1997.



                                 CASTELLE



                           By /s/Randall I. Bambrough
                                 Randall I. Bambrough
                                 Chief Financial Officer, Vice President Finance
                                 and Administration and Secretary




                                POWER OF ATTORNEY


     KNOW ALL  PERSONS  BY THESE  PRESENTS,  that each  person  whose  signature
appears below constitutes and appoints Arthur H. Bruno and Randall I. Bambrough,
and each or any one of them,  his true and  lawful  attorney-in-fact  and agent,
with full power of  substitution  and  resubstitution,  for him and in his name,
place  and  stead,  in any and all  capacities,  to sign any and all  amendments
(including  post-effective  amendments) to this Registration  Statement,  and to
file the same,  with all exhibits  thereto,  and other  documents in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform each and every act and thing  requisite  and necessary to be done in
connection therewith,  as fully to all intents and purposes as he might or could
do in person,  hereby  ratifying and confirming all that said  attorneys-in-fact
and agents,  or any of them,  or their or his  substitutes  or  substitute,  may
lawfully do or cause to be done by virtue hereof.


     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

Signature                Title                                 Date



/s/ Arthur H. Bruno       President, Chief Executive Officer   February 10, 1997
Arthur H. Bruno           and Chairman of the Board
                          (Principal Executive Officer)
 



/s/ Randall I. Bambrough  Chief Financial Officer, Vice        February 10, 1997
Randall I. Bambrough      President of Finance and 
                          Administration and Secretary
                          (Principal Financial and
                          Accounting Officer)
 

 

                                       3.

<PAGE>





/s/ John Freidenrich      Director                             February 10, 1997
John Freidenrich



/s/ Alan Kessman          Director                             February 10, 1997
Alan Kessman



/s/ Kanwal S. Rekhi       Director                             February 10, 1997
Kanwal S. Rekhi




 

                                       4.

<PAGE>



                                  EXHIBIT INDEX



Exhibit
Number                                      Description

 5.1        Opinion of Cooley Godward LLP

23.1        Consent of Coopers & Lybrand L.L.P.

23.2        Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this
            Registration Statement

24          Power of Attorney is contained on the signature pages.

99.1        Ibex Technologies, Inc. 1992 Stock Option Plan

99.2        Form of Nonstatutory Stock Option

99.3        Form of Incentive Stock Option

99.4        Form of Option Assumption Agreement




 
                                       5.

<PAGE>



                                                                     Exhibit 5.1



February 10, 1997



Castelle
3255-3 Scott Boulevard
Santa Clara, California 95054

Ladies and Gentlemen:

You have  requested  our opinion with respect to certain  matters in  connection
with the filing by Castelle (the "Company") of a Registration  Statement on Form
S-8 (the "Registration  Statement") with the Securities and Exchange  Commission
covering the offering of up to 59,377 shares of the Company's  Common Stock,  no
par value,  (the "Shares")  pursuant to the Ibex  Technologies,  Inc. 1992 Stock
Option Plan (the "Plan").  All  outstanding  options granted under the Plan were
assumed  by  the  Company  pursuant  to  the  merger  of the  Company  and  Ibex
Technologies, Inc.

In connection with this opinion, we have examined the Registration Statement and
related  Prospectus,  the Company's  Articles of  Incorporation  and Bylaws,  as
amended, and such other documents,  records,  certificates,  memoranda and other
instruments  as we deem  necessary as a basis for this opinion.  We have assumed
the genuineness and authenticity of all documents  submitted to us as originals,
the conformity to originals of all documents  submitted to us as copies thereof,
and the due  execution  and delivery of all  documents  where due  execution and
delivery are a prerequisite to the effectiveness thereof.

On the basis of the foregoing,  and in reliance  thereon,  we are of the opinion
that the  Shares,  when  sold and  issued  in  accordance  with  the  Plan,  the
Registration  Statement and related  Prospectus,  will be validly issued,  fully
paid, and nonassessable (except as to shares issued pursuant to certain deferred
payment  arrangements,  which  will be fully  paid and  nonassessable  when such
deferred payments are made in full).

We  consent to the  filing of this  opinion  as an  exhibit to the  Registration
Statement.

Very truly yours,

Cooley Godward LLP



By:      /s/ Samuel M. Livermore
         Samuel M. Livermore










<PAGE>



                                                                    Exhibit 23.1

                       CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in this  registration  statement on
Form S-8  (Registration  No. 333- ) of our report dated February 9, 1996, on our
audit of the  consolidated  financial  statements of Castelle as of December 31,
1995 and 1994, and for the years ended December 31, 1995,  1994 and 1993,  which
report is included  in the  Castelle  Annual  Report on Form 10-K for the fiscal
year ended December 31, 1995.

                                                       /s/ Coopers & Lybrand LLP

San Jose, California
February 7, 1997


<PAGE>



                                                                    Exhibit 99.1

                 Ibex Technologies, Inc. 1992 Stock Option Plan


<PAGE>
                            IBEX TECHNOLOGIES, INC.

                             1992 STOCK OPTION PLAN


     1.  Purposes of the Plan.  The  purposes  of this Stock  Option Plan are to
attract and retain the best  available  personnel for  positions of  substantial
responsibility,  to provide  additional  incentives to  Employees,  Non-Employee
Directors and  Consultants of the Company and its  Subsidiaries,  and to promote
the success of the Company's  business.  Options granted hereunder may be either
Incentive Stock Options or  Nonstatutory  Stock Options at the discretion of the
Committee.  This is intended to be a stock  option plan for  purposes of Section
408 of the California General Corporation Law.

     2. Definitions.  As used herein, and in any Option granted  hereunder,  the
following definitions shall apply:

     (a)  "Board" shall mean the Board of Directors of the Company.

     (b)  "Code" shall mean the Internal Revenue Code of 1986, as amended.

     (c)  "Common Stock" shall mean the Common Stock of the Company.

     (d)  "Company"   shall  mean  Ibex   Technologies,   Inc.,   a   California
          corporation.

     (e)  "Committee"  shall  mean  the  Committee  appointed  by the  Board  in
          accordance  with  paragraph (a) of Section 4 of the Plan. If the Board
          does  not  appoint  or  ceases  to  maintain  a  Committee,  the  term
          "Committee" shall refer to the Board.

     (f)  "Consultant" shall mean any independent contractor retained to perform
          services for the Company or any Subsidiary.

     (g)  "Continuous  Employment" shall mean the absence of any interruption or
          termination of service as an Employee or Non-Employee  Director by the
          Company  or  any  Subsidiary.   Continuous  Employment  shall  not  be
          considered interrupted during any period of sick leave, military leave
          or any other leave of absence  approved by the Board or in the case of
          transfers  between locations of the Company or between the Company and
          any Parent, Subsidiary or successor of the Company.

     (h)  "Disinterested  Person"  shall  mean a person  who has not at any time
          within  one year prior to  service  as a member of the  Committee  (or
          during such service)  been granted or awarded  Options or other equity
          securities  pursuant  to the Plan or any other plan of the  Company or
          any Parent or Subsidiary.  Notwithstanding the foregoing,  a member of
          the  Committee  shall  not fail to be a  Disinterested  Person  merely
          because he or she  participates in a plan meeting the  requirements of
          Rule 16b-3(c)(2)(i)(A) or (B) promulgated under the Exchange Act.

                                       1.

<PAGE>




     (i)  "Employee" shall mean any person,  including  officers (whether or not
          they are directors), employed by the Company or any Subsidiary.

     (j)  "Exchange  Act" shall mean the  Securities  Exchange  Act of 1934,  as
          amended.

     (k)  "Incentive Stock Option" shall mean any option granted under this Plan
          and any other  option  granted to an Employee in  accordance  with the
          provisions of Section 422 of the Code, and the regulations promulgated
          thereunder.

     (l)  "Non-Employee  Director" shall mean any director of the Company or any
          Subsidiary who is not employed by the Company or such Subsidiary.

     (m)  "Nonstatutory  Stock  Option"  shall mean an Option  granted under the
          Plan  that is  subject  to the  provisions  of  Section  1.83-7 of the
          Treasury Regulations promulgated under Section 83 of the Code.

     (n)  "Option" shall mean a stock option granted pursuant to the Plan.

     (o)  "Option  Agreement" shall mean a written agreement between the Company
          and the  Optionee  regarding  the grant and  exercise  of  Options  to
          purchase Shares and the terms and conditions  thereof as determined by
          the Committee pursuant to the Plan.

     (p)  "Optioned Shares" shall mean the Common Stock subject to an Option.

     (q)  "Optionee" shall mean an Employee, Non-Employee Director or Consultant
          who receives an Option.

     (r)  "Parent" shall mean a "parent  corporation,"  whether now or hereafter
          existing, as defined by Section 424(e) of the Code.

     (s)  "Plan" shall mean this 1992 Stock Option Plan.

     (t)  "Registration  Date"  shall  mean  the  effective  date  of the  first
          registration  statement filed by the Company pursuant to Section 12(g)
          of the Exchange Act with respect to any class of the Company's  equity
          securities.

     (u)  "Securities Act" shall mean the Securities Act of 1933, as amended.

     (v)  "Share"  shall mean a share of the Common Stock  subject to an Option,
          as adjusted in accordance with Section 11 of the Plan.

     (w)  "Subsidiary"  shall mean a  "subsidiary  corporation,"  whether now or
          hereafter existing, as defined in Section 424(f) of the Code.


                                       2.

<PAGE>




     (x)  "Transfer  Agreement"  shall  have the  meaning  ascribed  thereto  in
          Section 9(b) hereof.

     3. Stock  Subject to the Plan.  Subject to the  provisions of Section 11 of
the Plan, the maximum  aggregate number of Shares which may be optioned and sold
under the Plan is twenty thousand (20,000) Shares.  The Shares may be authorized
but  unissued or  reacquired  shares of Common  Stock.  If an Option  expires or
becomes  unexercisable for any reason without having been exercised in full, the
Shares  which  were  subject  to the  Option  but as to which the Option was not
exercised shall,  unless the Plan shall have been  terminated,  become available
for other Option grants under the Plan.

     The  Company  intends  that as long as it is not  subject to the  reporting
requirements of Section 13 or 15(d) of the Exchange Act and is not an investment
company registered or required to be registered under the Investment Company Act
of 1940,  all offers and sales of Options and Shares  issuable  upon exercise of
any Option shall be exempt from  registration  under the provisions of Section 5
of the Securities Act, and the Plan shall be administered in such a manner so as
to preserve such exemption. The Company intends that the Plan shall constitute a
written  compensatory  benefit  plan within the meaning of Rule 701(b) of 17 CFR
Section 230.701  promulgated by the Securities and Exchange  Commission pursuant
to such Act. The Committee  shall designate which Options granted under the Plan
by the Company are intended to be granted in reliance on Rule 701.

     4. Administration of the Plan.

     (a)  Procedure.  The Plan shall be administered by the Board. The Board may
          appoint a Committee  consisting  of not less than three (3) members of
          the Board to administer the Plan, subject to such terms and conditions
          as the  Board may  prescribe.  Once  appointed,  the  Committee  shall
          continue to serve until otherwise  directed by the Board. From time to
          time,  the Board may  increase the size of the  Committee  and appoint
          additional members thereof, remove members (with or without cause) and
          appoint new members in substitution therefor, fill vacancies,  however
          caused,  and remove  all  members of the  Committee  and,  thereafter,
          directly administer the Plan.

     Members of the Board or  Committee  who are either  eligible for Options or
have been granted Options may vote on any matters  affecting the  administration
of the Plan or the grant of Options  pursuant  to the Plan,  except that no such
member shall act upon the granting of an Option to himself,  but any such member
may be counted in  determining  the  existence of a quorum at any meeting of the
Board or the Committee during which action is taken with respect to the granting
of an Option to him or her.

     The  Committee  shall meet at such times and places and upon such notice as
the  Chairperson  determines.  A majority of the  Committee  shall  constitute a
quorum.  Any acts by the Committee may be taken at any meeting at which a quorum
is present  and shall be by  majority  vote of those  members  entitled to vote.

                                       3.

<PAGE>

Additionally,  any acts  reduced to writing or approved in writing by all of the
members of the Committee shall be valid acts of the Committee.

     (b)  Procedure  After  Registration  Date.  Notwithstanding  subsection (a)
          above, after the date of registration of the Company's Common Stock on
          a national  securities  exchange or the  Registration  Date,  the Plan
          shall be administered either by: (i) the full Board, provided that all
          members of the Board are Disinterested Persons; or (ii) a Committee of
          three (3) or more directors,  each of whom is a Disinterested  Person.
          After  such  date,  the  Board  shall  take all  action  necessary  to
          administer the Plan in accordance  with the then effective  provisions
          of Rule 16b-3  promulgated  under the Exchange Act,  provided that any
          amendment to the Plan  required for  compliance  with such  provisions
          shall be made  consistent  with the  provisions  of  Section 13 of the
          Plan, and said regulations.

     (c)  Powers of the  Committee.  Subject to the  provisions of the Plan, the
          Committee shall have the authority:  (i) to determine,  upon review of
          relevant information,  the fair market value of the Common Stock; (ii)
          to  determine  the  exercise  price  of  Options  to be  granted,  the
          Employees,  Directors or  consultants to whom and the time or times at
          which  Options  shall be  granted,  and the  number  of  Shares  to be
          represented  by each  Option;  (iii) to  interpret  the Plan;  (iv) to
          prescribe,  amend and rescind  rules and  regulations  relating to the
          Plan; (v) to determine the terms and provisions of each Option granted
          under the Plan (which need not be identical)  and, with the consent of
          the holder thereof,  to modify or amend any Option;  (vi) to authorize
          any person to execute on behalf of the Company any instrument required
          to  effectuate  the  grant  of an  Option  previously  granted  by the
          Committee;  (vii)  defer an  exercise  date of any  Option  (with  the
          consent of the Optionee), subject to the provisions of Section 9(a) of
          the Plan;  (viii) to determine  whether Options granted under the Plan
          will be Incentive Stock Options or Nonstatutory Stock Options; (ix) to
          make all other  determinations  deemed  necessary or advisable for the
          administration of the Plan; and (x) to designate which Options granted
          under the Plan will be issued in reliance on Rule 701.

     (d)  Effect of  Committee's  Decision.  All decisions,  determinations  and
          interpretations  of the  Committee  shall be final and  binding on all
          potential or actual Optionees,  any other holder of an Option or other
          equity security of the Company and all other persons.

     5. Eligibility.

     (a)  Persons  Eligible for Options.  Options  under the Plan may be granted
          only to  Employees,  Non-Employee  Directors or  Consultants  whom the
          Committee,  in its sole  discretion,  may designate from time to time.
          Incentive Stock Options may be granted only to Employees.  An Employee
          who has been granted an Option,  if he or she is  otherwise  eligible,
          may be granted an additional Option or Options. However, the aggregate
          fair market value  (determined  in accordance  with the  provisions of
          Section  8(a)  of the  Plan)  of the  Shares  subject  to one or  more
          Incentive Stock Options grants that are exercisable for the first time
          by an Optionee  during any calendar year (under all stock option plans
          of the  Company and its  Parents  and  Subsidiaries)  shall not exceed
          $100,000 (determined as of the grant date).


                                       4.

<PAGE>



     (b)  No Right to Continuing  Employment.  Neither the establishment nor the
          operation  of the Plan shall  confer  upon any  Optionee  or any other
          person any right with respect to  continuation  of employment or other
          service  with  the  Company  or any  Subsidiary,  nor  shall  the Plan
          interfere  in any way with the right of the  Optionee  or the right of
          the Company (or any Parent or Subsidiary) to terminate such employment
          or service at any time.

     6. Term of Plan.  The Plan shall become  effective upon its adoption by the
Board or its  approval by vote of the holders of the  outstanding  shares of the
Company  entitled to vote on the  adoption of the Plan (in  accordance  with the
provisions  of Section 18 hereof),  whichever is earlier.  It shall  continue in
effect for a term of ten (10) years unless sooner terminated under Section 13 of
the Plan.

     7. Term of Option. Unless the Committee determines  otherwise,  the term of
each  Option  granted  under the Plan  shall be ten (10)  years from the date of
grant.  The term of the Option  shall be set forth in the Option  Agreement.  No
Incentive  Stock Option shall be  exercisable  after the  expiration of ten (10)
years from the date such Option is granted;  provided  that, no Incentive  Stock
Option  granted to any  Employee  who, at the date such Option is granted,  owns
(within the meaning of Section  425(d) of the Code) more than ten percent  (10%)
of the total combined voting power of all classes of stock of the Company or any
Parent or Subsidiary shall be exercisable after the expiration of five (5) years
from the date such Option is granted.

     8. Exercise Price and Consideration.

     (a)  Exercise  Price.  Except as  provided  in  subsection  (b) below,  the
          exercise  price for the  Shares to be issued  pursuant  to any  Option
          shall be such price as is determined by the Committee,  which shall in
          no event be less than: (i) in the case of Incentive Stock Options, the
          fair market value of such Shares on the date the Option is granted; or
          (ii) in the  case of  Nonstatutory  Stock  Options,  85% of such  fair
          market value;  provided that, in the case of any Optionee owning stock
          possessing  more than ten percent (10%) of the total  combined  voting
          power  of all  classes  of  stock  of the  Company  or any  Parent  or
          Subsidiary  of the Company,  the exercise  price shall be 110% of fair
          market  value on the date the Option is granted.  Fair market value of
          the Common  Stock shall be  determined  by the  Committee,  using such
          criteria as it deems relevant;  provided,  however, that if there is a
          public  market for the Common  Stock,  the fair market value per Share
          shall be the average of the last  reported bid and asked prices of the
          Common  Stock on the date of grant,  as  reported  in The Wall  Street
          Journal (or, if not so reported, as otherwise reported by the National
          Association of Securities Dealers Automated Quotation (NASDAQ) System)
          or, in the event the Common  Stock is listed on a national  securities
          exchange  (within the meaning of Section 6 of the Exchange  Act) or on
          the NASDAQ  National  Market System (or any successor  national market
          system), the fair market value per Share shall be the closing price on
          such  exchange on the date of grant of the Option,  as reported in The
          Wall Street Journal.

     (b)  Ten Percent  Shareholders.  No Option shall be granted to any Employee
          who, at the date such Option is granted,  owns  (within the meaning of
          Section  424(d) of the Code) more than ten percent  (10%) of the total

                                       5.
<PAGE>

          combined  voting  power of all  classes of stock of the Company or any
          Parent or  Subsidiary,  unless the exercise price for the Shares to be
          issued pursuant to such Option is at least equal to 110 percent (110%)
          of the fair market  value of such Shares on the grant date  determined
          by the Committee in the manner set forth in subsection (a) above.

     (c)  Consideration.  The  consideration  to be paid for the Optioned Shares
          shall be  payment  in cash or by check  unless  payment  in some other
          manner,  including by promissory  note,  other shares of the Company's
          Common Stock or such other consideration and method of payment for the
          issuance of Optioned Shares as may be permitted under Sections 408 and
          409 of the California  General  Corporation  Law, is authorized by the
          Committee  at the time of the grant of the  Option.  Any cash or other
          property  received by the Company from the sale of Shares  pursuant to
          the Plan shall constitute part of the general assets of the Company.

     9. Exercise of Option.

     (a)  Vesting Period.  Any Option granted  hereunder shall be exercisable at
          such times and under such  conditions  as  determined by the Committee
          and as shall be permissible  under the terms of the Plan,  which shall
          be specified in the Option  Agreement  evidencing the Option.  Options
          granted under the Plan shall vest at a rate of at least twenty percent
          (20%) per year.

     (b)  Exercise  Procedures.  An Option shall be deemed to be exercised  when
          written  notice of such  exercise  has been  given to the  Company  in
          accordance  with the  terms of the  option  agreement  evidencing  the
          Option,  and full  payment  for the Shares  with  respect to which the
          Option is exercised has been received by the Company.

     Pursuant to the terms of the Option  Agreement,  the  Committee may require
that any Option may be exercised  only upon the execution of a Restricted  Stock
Transfer Agreement (the "Transfer Agreement") which gives the Company a right of
first  refusal in the Option  Shares at the per share  price at which the Option
Shares  are  proposed  to be  transferred.  The  right  of first  refusal  shall
terminate on the effective date of a firm commitment public offering pursuant to
the  Securities  Act of 1933,  as  amended,  covering  the offer and sale of the
Company's  Common Stock for the account of the Company.  The Transfer  Agreement
shall  contain  such  provisions  as the  Committee  may  approve  in  its  sole
discretion.

     An  Option  may  not  be  exercised  for  fractional  shares.  As  soon  as
practicable  following  the exercise of an Option in the manner set forth above,
the Company shall issue or cause its transfer agent to issue stock  certificates
representing the Shares purchased. Until the issuance of such stock certificates
(as evidenced by the appropriate  entry on the books of the Company or of a duly
authorized transfer agent of the Company), no right to vote or receive dividends
or any other  rights as a  stockholder  shall exist with respect to the Optioned
Shares  notwithstanding  the exercise of the Option.  No adjustment will be made
for a dividend or other rights for which the record date is prior to the date of
the  transfer  by the  Optionee  of the  consideration  for the  purchase of the
Shares,  except as  provided in Section 11 of the Plan.  After the  Registration
Date,  the exercise of an Option by any person  subject to  short-swing  trading
liability under Section 16(b) of the Exchange Act shall be subject to compliance

                                       6.
<PAGE>

with all applicable  requirements of Rule 16b-3(d) or (e) promulgated  under the
Exchange Act.

     (c)  Death of Optionee.  In the event of the death during the Option period
          of an  Optionee  who is at the time of his  death,  or was  within the
          ninety  (90)-day  period  immediately  prior  thereto,  an Employee or
          Non-Employee  Director,  and who was in Continuous  Employment as such
          from the date of the  grant of the  Option  until the date of death or
          termination,  the  Option may be  exercised,  at any time prior to the
          expiration  of the Option  period,  by the  Optionee's  estate or by a
          person who  acquired  the right to  exercise  the Option by bequest or
          inheritance,  but only to the extent of the accrued  right to exercise
          at the time of the termination or death, whichever comes first.

     (d)  Disability  of  Optionee.  In the event of the  disability  during the
          Option period of an Optionee who is at the time of such disability, or
          was within the ninety (90)- day period prior  thereto,  an Employee or
          Non-Employee  Director,  and who was in Continuous  Employment as such
          from the date of the grant of the Option until the date of  disability
          or termination, the Option may be exercised at any time within one (1)
          year following the date of  disability,  but only to the extent of the
          accrued  right  to  exercise  at  the  time  of  the   termination  or
          disability,  whichever  comes first,  subject to the condition that no
          option shall be exercised after the expiration of the Option period.

     (e)  Termination   of  Status  as   Employee,   Non-Employee   Director  or
          Consultant.   If  an  Optionee  shall  cease  to  be  an  Employee  or
          Non-Employee  Director for any reason other than  disability or death,
          or if an Optionee  shall cease to be  Consultant  for any reason,  the
          Optionee  may, but only within  ninety (90) days (or such other period
          of time as is  determined by the  Committee)  after the date he or she
          ceases to be an Employee or Non-  Employee  Director,  exercise his or
          her Option to the extent that he or she was entitled to exercise it at
          the date of such termination,  subject to the condition that no option
          shall be exercisable after the expiration of the Option period.

     (f)  Exercise  of Option  With Stock  After  Registration  Date.  After the
          Registration Date, the Committee may permit an Optionee to exercise an
          Option by  delivering  shares of the Company's  Common  Stock.  If the
          Optionee is so permitted,  the option  agreement  covering such Option
          may include  provisions  authorizing  the  Optionee  to  exercise  the
          Option,  in whole or in part, by: (i)  delivering  whole shares of the
          Company's Common Stock  previously owned by such Optionee  (whether or
          not acquired  through the prior  exercise of a stock option)  having a
          fair  market  value  equal to the  aggregate  exercise  price  for the
          Optioned  Shares  issuable  on  exercise  of the  Option;  and/or (ii)
          directing the Company to withhold from the Shares that would otherwise
          be issued upon  exercise  of the Option  that  number of whole  Shares
          having a fair market value equal to the aggregate  exercise  price for
          the Optioned Shares issuable on exercise of the Option.  Shares of the
          Company's  Common Stock so  delivered  or withheld  shall be valued at
          their  fair  market  value  at the  close  of the  last  business  day
          immediately   preceding  the  date  of  exercise  of  the  Option,  as
          determined  by the  Committee,  in accordance  with the  provisions of
          Section 8(a) of the Plan.  Any balance of the exercise  price shall be


                                       7.
<PAGE>

          paid in cash. Any shares delivered or withheld in accordance with this
          provision  shall not again become  available  for purposes of the Plan
          and for Options subsequently granted thereunder.

     (g)  Tax  Withholding.  After the  Registration  Date,  when an Optionee is
          required  to  pay  to  the  Company  an  amount  with  respect  to tax
          withholding  obligations in connection  with the exercise of an Option
          granted  under the Plan,  the Optionee may elect prior to the date the
          amount of such  withholding tax is determined (the "Tax Date") to make
          such payment, or such increased payment as the Optionee elects to make
          up to the  maximum  federal,  state  and  local  marginal  tax  rates,
          including any related FICA obligation,  applicable to the Optionee and
          the particular  transaction,  by: (i) delivering cash; (ii) delivering
          part or all of the payment in previously  owned shares of Common Stock
          (whether or not  acquired  through  the prior  exercise of an Option);
          and/or (iii)  irrevocably  directing  the Company to withhold from the
          Shares that would otherwise be issued upon exercise of the Option that
          number of whole Shares  having a fair market value equal to the amount
          of tax required or elected to be withheld (a "Withholding  Election").
          If an Optionee's Tax Date is deferred  beyond the date of exercise and
          the Optionee makes a Withholding Election, the Optionee will initially
          receive the full amount of Optioned  Shares  otherwise  issuable  upon
          exercise  of the  Option,  but will be  unconditionally  obligated  to
          surrender  to the  Company  on the  Tax  Date  the  number  of  Shares
          necessary to satisfy his or her minimum withholding  requirements,  or
          such  higher  payment  as he or she may have  elected  to  make,  with
          adjustments to be made in cash after the Tax Date.

     Any  withholding  of  Optioned  Shares  with  respect  to taxes  arising in
connection  with the exercise of an Option by any person  subject to short-swing
trading  liability  under  Section  16(b) of the Exchange Act shall  satisfy the
following conditions:

          (i)  An advance election to withhold  Optioned Shares in settlement of
               a  tax   liability   must  satisfy  the   requirements   of  Rule
               16b-3(d)(1)(i), regarding participant-directed transactions;

          (ii) Absent such an election,  the  withholding of Optioned  Shares to
               settle a tax liability may occur only during the quarterly window
               period described in Rule 16b-3(e);

          (iii)Absent an advance  election  or  window-period  withholding,  the
               Optionee  may deliver  shares of Common  Stock owned prior to the
               exercise  of an  Option to settle a tax  liability  arising  upon
               exercise of the Option, in accordance with Rule 16b-3(f); or

          (iv) The delivery of previously  acquired  shares of Common Stock (but
               not the  withholding  of newly  acquired  Shares) will be allowed
               where an election under Section 83(b) of the Code accelerates the
               Tax Date to a day that occurs less than six (6) months  after the
               advance  election and is not within the  quarterly  window period
               described in Rule 16b-3(e).

     Any adverse consequences incurred by an Optionee with respect to the use of
shares of Common  Stock to pay any part of the  exercise  price or of any tax in
connection  with the exercise of an Option,  including  without  limitation  any


                                       8.
<PAGE>

adverse  tax  consequences  arising as a result of a  disqualifying  disposition
within the meaning of Section  422 of the Code shall be the sole  responsibility
of the Optionee.  Shares  withheld in accordance  with this provision  shall not
again become  available  for  purposes of the Plan and for Options  subsequently
granted thereunder.

     10.  Non-Transferability  of Options.  An Option may not be sold,  pledged,
assigned,  hypothecated,  transferred or disposed of in any manner other than by
will or by the laws of descent and distribution and may be exercised, during the
lifetime of the Optionee, only by the Optionee.

     11.  Adjustments  Upon Changes in  Capitalization.  Subject to any required
action by the shareholders of the Company, the number of Optioned Shares covered
by each  outstanding  Option,  and the per  share  exercise  price of each  such
Option,  shall be  proportionately  adjusted for any increase or decrease in the
number of issued shares of Common Stock  resulting  from a stock split,  reverse
stock split, recapitalization,  combination,  reclassification, the payment of a
stock  dividend  on the Common  Stock or any other  increase  or decrease in the
number of such shares of Common Stock effected  without receipt of consideration
by the Company; provided, however, that conversion of any convertible securities
of the Company  shall not be deemed to have been  "effected  without  receipt of
consideration".  Such adjustment shall be made by the Board, whose determination
in that  respect  shall be final,  binding and  conclusive.  Except as expressly
provided  herein,  no issue by the  Company of shares of stock of any class,  or
securities  convertible into shares of stock of any class,  shall affect, and no
adjustment by reason  thereof shall be made with respect to, the number or price
of shares of Common Stock subject to an Option.

     The  Committee  may,  if it so  determines  in the  exercise  of  its  sole
discretion,  also make provision for adjusting the number or class of securities
covered by any Option,  as well as the price to be paid  therefor,  in the event
that the Company effects one or more reorganizations,  recapitalizations, rights
offerings,  or other increases or reductions of shares of its outstanding Common
Stock,  and in the event of the Company being  consolidated  with or merged into
any other corporation.

     Unless  otherwise   determined  by  the  Board,  upon  the  dissolution  or
liquidation  of the Company the Options  granted under the Plan shall  terminate
and thereupon  become null and void.  The Optionee  shall be given not less than
ten (10)  days  notice  of such  event  and the  opportunity  to  exercise  each
outstanding option before such event is effected.

     Upon any  merger or  consolidation,  if the  Company  is not the  surviving
corporation,  the Options  granted under the Plan shall either be assumed by the
new entity or shall terminate in accordance with the provisions of the preceding
paragraph.

     12. Time of Granting Options.  Unless otherwise specified by the Committee,
the date of grant of an  Option  under  the Plan  shall be the date on which the


                                       9.
<PAGE>

Committee  makes  the  determination   granting  such  Option.   Notice  of  the
determination  shall be given to each  Optionee  to whom an Option is so granted
within a reasonable time after the date of such grant.

     13. Amendment and Termination of the Plan. The Board may amend or terminate
the Plan from  time to time in such  respects  as the Board may deem  advisable,
except that,  without  approval of the holders of a majority of the  outstanding
capital  stock no such  revision or amendment  shall change the number of Shares
subject to the Plan,  change the designation of the class of employees  eligible
to receive Options or add any material  benefit to Optionees under the Plan. Any
such  amendment  or  termination  of the Plan shall not affect  Options  already
granted,  and such Options  shall remain in full force and effect as if the Plan
had not been amended or terminated.

     14.  Conditions  Upon  Issuance of Shares.  Shares shall not be issued with
respect to an Option  granted  under the Plan unless the exercise of such Option
and the issuance and delivery of such Shares pursuant  thereto shall comply with
all relevant  provisions of law, including,  without limitation,  the Securities
Act, the Exchange Act, the rules and regulations promulgated thereunder, and the
requirements of any stock exchange upon which the Shares may then be listed, and
shall be further subject to the approval of counsel for the Company with respect
to such compliance. As a condition to the exercise of an Option, the Company may
require the person  exercising  such Option to represent and warrant at the time
of any such exercise that the Shares are being purchased only for investment and
without  any  present  intention  to sell or  distribute  such Shares if, in the
opinion of counsel for the Company,  such a representation is required by any of
the aforementioned relevant provisions of law.

     15. Reservation of Shares. During the term of this Plan the Company will at
all times reserve and keep available the number of Shares as shall be sufficient
to satisfy the requirements of the Plan. Inability of the Company to obtain from
any regulatory body having  jurisdiction  and authority  deemed by the Company's
counsel to be necessary to the lawful issuance and sale of any Shares  hereunder
shall relieve the Company of any liability in respect of the nonissuance or sale
of such  Shares  as to which  such  requisite  authority  shall  not  have  been
obtained.

     16.  Information  to Optionee.  During the term of any Option granted under
the Plan, the Company shall provide or otherwise make available to each Optionee
a copy of its financial statements at least annually.

     17. Option Agreement.  Options granted under the Plan shall be evidenced by
Option Agreements.

     18.  Shareholder  Approval.  The Plan shall be subject to  approval  by the
affirmative  vote of the holders of a majority of the outstanding  capital stock
of the Company  entitled to vote within  twelve (12) months  before or after the
Plan is adopted.  Any option exercised before  shareholder  approval is obtained
must be rescinded if  shareholder  approval is not obtained  within  twelve (12)
months  before or after the Plan is adopted.  Shares issued upon the exercise of
such  options  shall not be counted in  determining  whether  such  approval  is
obtained. Any amendments to the Plan which require shareholder approval shall be

                                      10.
<PAGE>

by the affirmative vote of the holders of a majority of the outstanding  capital
stock of the Company entitled to vote.



                                      11.

<PAGE>





                                                                    Exhibit 99.2

                        Form of Nonstatutory Stock Option




<PAGE>
THIS  OPTION  HAS BEEN  ISSUED  PURSUANT  TO  EXEMPTIONS  FROM THE  REGISTRATION
REQUIREMENTS  OF THE  SECURITIES  ACT OF 1933,  AS AMENDED  (THE  "ACT").  IT IS
UNLAWFUL TO EXERCISE,  SELL,  PLEDGE OR OTHERWISE DISPOSE OF THIS OPTION, OR ANY
INTEREST THEREIN,  OR RECEIVE ANY CONSIDERATION  THEREFOR,  IN THE ABSENCE OF AN
EFFECTIVE  REGISTRATION  STATEMENT  UNDER THE ACT,  UNLESS  EXEMPTIONS FROM SUCH
REGISTRATION AND QUALIFICATION REQUIREMENTS ARE AVAILABLE.

THIS  OPTION  MAY BE  EXERCISED  ONLY  IN  ACCORDANCE  WITH  THE  TERMS  OF THIS
NONSTATUTORY STOCK OPTION AGREEMENT.

                               -------------------

                             IBEX TECHNOLOGIES, INC.

                       NONSTATUTORY STOCK OPTION AGREEMENT

     Ibex Technologies,  Inc., a California corporation (the "Company"),  hereby
grants to ______________ (the "Optionee"),  an option (the "Option") to purchase
a total of  ___________________  shares of Common  Stock,  no par value,  of the
Company (the "Shares"),  at the per share price (the "Exercise Price") set forth
herein, pursuant to the Company's 1992 Stock Option Plan (the "Plan") and in all
respects subject to the terms,  definitions and provisions of this  Nonstatutory
Stock Option Agreement (the "Agreement") and the Plan.

     1. Nature of the Option.  The Option is intended to be a nonstatutory stock
option and not an incentive  stock  option  within the meaning of Section 422 of
the Internal Revenue Code of 1986, as amended (the "Code").

     2.  Exercise  Price.  The  Exercise  Price  shall be $_____ for each Share,
subject to adjustment as provided in Section 7 below.  The Board of Directors of
the Company  (the  "Board") or a committee of the Board  administering  the Plan
(the "Committee") has determined that $_____ is the fair market value of a share
of common stock of the Company  ("Common  Stock") as of the date of the grant of
this Option.

     3.  Vesting  and  Exercise  of  Option.  The  Option  shall vest and become
exercisable  during its term,  subject to the provisions of Section 7 below,  as
follows:

     (a)  Vesting and Right to Exercise.

          (i)  The Option hereby granted shall vest and become exercisable as to
               one-third (1/3) of the Shares on an annual basis,  commencing one
               year from the date of grant of the Option and annually thereafter
               until all shares have vested.

     Except as otherwise provided herein and subject to the provisions set forth
herein and in the Plan,  the Option may be exercised from time to time, in whole
or in part,  on a cumulative  basis as to all Shares that have vested and become


                                       1.
<PAGE>

exercisable in accordance  with this  subsection (i) until the expiration of the
Option in accordance with the provisions of Section 6 below.

          (ii) In the  event  of  the  Optionee's  death,  disability  or  other
               termination of employment, the exercisability of the Option shall
               be governed by Section 6 below.

          (iii) The Option may not be exercised as to fractional shares.

     (b)  Method of Exercise. In order to exercise any portion of this Option as
          to which shares have vested, the Optionee shall execute and deliver to
          the Chief  Financial  Officer of the Company the Notice of Exercise of
          Stock Option in the form attached hereto as Exhibit A and a Restricted
          Stock Transfer Agreement in the form attached hereto as Exhibit B (the
          "Transfer Agreement").  The Transfer Agreement grants to the Company a
          right of first  refusal in the event the Optionee  decides to sell any
          such shares.  The Notice of Exercise and  Transfer  Agreement  must be
          accompanied by payment in full of the aggregate purchase price for the
          Shares to be purchased.  The certificate(s) for the Shares as to which
          the  Option  has been  exercised  shall be  registered  in the name of
          Optionee.  Upon  the  closing  of a firm  commitment  public  offering
          pursuant to an effective  registration  statement filed by the Company
          under the Securities  Act of 1933, as amended,  covering the offer and
          sale of the Company's Common Stock for the account of the Company, the
          Company  may  waive   execution  of  the   Transfer   Agreement  as  a
          prerequisite to exercise of this Option and in any event, any right of
          first refusal with respect to any Shares shall terminate.

     (c)  Restrictions  on  Exercise.  The  Option may not be  exercised  if the
          issuance of the Shares upon such  exercise or the method of payment of
          consideration  for such Shares  would  constitute  a violation  of any
          applicable  Federal  or  state  securities  law  or any  other  law or
          regulation.  As a condition to the exercise of the Option, the Company
          may require the Optionee to make any representation or warranty to the
          Company at the time of  exercise  of the  Option as in the  opinion of
          legal counsel for the Company may be required by any applicable law or
          regulation,  including the  execution  and delivery of an  appropriate
          representation  statement.  The stock  certificate(s)  for the  Shares
          issued  upon  exercise  of the  Option  may bear  appropriate  legends
          restricting transfer.

     (d)  Delivery of Certificates. The Company shall deliver the certificate(s)
          for the  Shares  issued  upon  exercise  of the  Option  as soon as is
          practicable; provided, however, that if any law or regulation requires
          the Company to take any action with respect to such shares  before the
          issuance  thereof,  including,   without  limitation,   actions  taken
          pursuant to Section 6 below,  then the date of delivery of such Shares
          shall be extended for a period necessary to take such action.

     4. Method of Payment.  Payment of the Exercise Price shall be by any of the
following, or a combination thereof, at the election of the Optionee:

     (a)  cash; or,


                                       2.

<PAGE>




     (b)  certified or bank cashier's check; or,

     (c)  in the event there  exists a public  market for the  Company's  Common
          Stock on the date of exercise, by surrender of shares of the Company's
          Common Stock. In this case payment shall be made as follows:

          (i)  Optionee  shall deliver to the Secretary of the Company a written
               notice  which shall set forth the portion of the  purchase  price
               the Optionee  wishes to pay with Common Stock,  and the number of
               shares of such Common  Stock the  Optionee  intends to  surrender
               pursuant  to  the  exercise  of  this  Option,   which  shall  be
               determined by dividing the aforementioned portion of the purchase
               price by the average of the last  reported  bid and asked  prices
               per share of Common Stock of the Company, as reported in The Wall
               Street Journal (or, if not so reported,  as otherwise reported by
               the  National   Association  of  Securities   Dealers   Automated
               Quotation  (NASDAQ)  System or, in the event the Common  Stock is
               listed  on a  national  securities  exchange,  or on  the  NASDAQ
               National Market System,  NASDAQ Small-Cap Market or any successor
               national market system,  the closing price of Common Stock of the
               Company on such exchange as reported in The Wall Street Journal),
               for the day on which the notice of exercise is sent or delivered;

          (ii) Fractional shares shall be disregarded and the Optionee shall pay
               in cash an amount equal to such fraction  multiplied by the price
               determined under subparagraph (i) above;

          (iii)The written  notice shall be accompanied by a duly endorsed blank
               stock power with respect to the number of Shares set forth in the
               notice, and the certificate(s)  representing said Shares shall be
               delivered to the Company at its  principal  offices  within three
               (3) working days from the date of the notice of exercise;

          (iv) The Optionee  hereby  authorizes and directs the Secretary of the
               Company to  transfer  so many of the Shares  represented  by such
               certificate(s)  as are  necessary  to pay the  purchase  price in
               accordance with the provisions herein;

          (v)  If any such  transfer  of  Shares  requires  the  consent  of the
               California  Commissioner  of Corporations or of some other agency
               under the  securities  laws of any other state,  or an opinion of
               counsel  for the Company or Optionee  that such  transfer  may be
               effected under applicable  Federal and state securities laws, the
               time periods  specified herein shall be extended for such periods
               as the  necessary  request  for  consent to  transfer  is pending
               before  said  Commissioner  or other  agency,  or  until  counsel
               renders such an opinion, as the case may be. All parties agree to
               cooperate  in making such request for  transfer,  or in obtaining
               such  opinion  of  counsel,  and no  transfer  shall be  effected
               without such consent or opinion if required by law; and

          (vi) Notwithstanding  any other  provision  herein or in the Plan, the
               Optionee  shall only be permitted to pay the purchase  price with
               Shares  of the  Company's  Common  Stock  owned  by him as of the


                                       3.
<PAGE>

               exercise  date in the manner and within the time periods  allowed
               under Rule 16b-3 promulgated under the Securities Exchange Act of
               1934  as  such  regulation  is  presently  constituted,  as it is
               amended  from  time  to  time,  and as it is  interpreted  now or
               hereafter by the Securities and Exchange Commission.

     5.  Non-Transferability  of Option.  The Option may be exercised during the
lifetime of the Optionee only by the Optionee and may not be  transferred in any
manner other than by will or by the laws of descent and distribution.  The terms
of the Option shall be binding  upon the  executors,  administrators,  heirs and
successors of the Optionee.

     6. Term of the Option.  Except as otherwise provided in this Agreement,  to
the extent not  previously  exercised,  the right to exercise  the Option  shall
terminate as follows:

     (a)  Ten Year  Term.  The Option  may not be  exercised  more than ten (10)
          years from the date of grant of the Option,  as set forth  below,  and
          may be exercised during such term only in accordance with the terms of
          this Agreement.

     (b)  Dissolution  or  Liquidation;   Mergers  and  Consolidations.   Unless
          otherwise  determined  by  the  Board  or  the  Committee,   upon  the
          dissolution  or  liquidation  of the  Company,  or  upon  the  sale of
          substantially all of the assets of the Company,  or upon any merger or
          consolidation  if the  Company  is not the  surviving  corporation  as
          defined  in  Section  6(c)  below,  the Option  granted  hereby  shall
          terminate and thereupon become null and void; provided,  however, that
          the Optionee shall be given not less than ten (10) days notice of such
          event and the Optionee may,  within the period between such notice and
          the  effective  date  of  such   dissolution,   liquidation,   merger,
          consolidation,  or sale, exercise up to the unexercised portion of the
          Option in accordance with Sections 3 and 4 hereof to the extent of the
          Optionee's accrued rights. Any exercise of the Option pursuant to this
          Section  6(b)  shall  be  deemed  to  occur  immediately  prior to the
          consummation   of   any   such   dissolution,   liquidation,   merger,
          consolidation or sale.

     (c)  Surviving  Corporation.  The  determination  as to  whether or not the
          Company is the "Surviving  Corporation" in any merger or consolidation
          shall be made on the basis of the  relative  equity  interests  of the
          stockholders   of  the   Company   existing   after  such   merger  or
          consolidation  as follows:  If the holders of the  outstanding  voting
          securities  of the Company prior to such merger or  consolidation  own
          equity securities  possessing more than 50% of the voting power of the
          successor  Company  after  such  merger  or  consolidation,  then  for
          purposes  of  this  Agreement  the  Company  shall  be  the  Surviving
          Corporation.  In  all  other  cases,  the  Company  shall  not  be the
          Surviving Corporation.  In determining the percentage ownership of the
          stockholders of the Company in the successor  corporation  immediately
          following  a  consolidation  or  merger,  securities  which they owned
          immediately  prior to such  consolidation or merger as stockholders of
          another party to the transaction shall be disregarded.

     (d)  Death  of the  Optionee.  In the  event of the  death of the  Optionee
          during the term of the Option, the Option may be exercised at any time

                                       4.
<PAGE>

          prior  to  the   expiration  of  the  Option  term  as  set  forth  in
          subparagraphs  6(a) and (b) above by the  administrator or executor of
          the  Optionee's  estate  or by a  person  who  acquires  the  right to
          exercise  the Option by bequest or  inheritance;  provided  that,  the
          Option may be  exercised  only to the extent of the  accrued  right to
          exercise at the time of the  termination  of Optionee's  employment or
          status as an  non-employee  director or  Optionee's  death,  whichever
          occurs first.

     (e)  Disability of Optionee. In the event of the disability of the Optionee
          during the term of the Option, the Option may be exercised at any time
          within one (1) year following the date of  disability;  provided that,
          the Option may be exercised only to the extent of the accrued right to
          exercise  at the  time of the  termination  of  Optionee's  status  an
          employee or  non-employee  director or date on which Optionee  becomes
          disabled, whichever occurs first.

     (f)  Termination  of Status as Employee or  Non-Employee  Director.  If the
          Optionee shall cease to be an employee or non-employee director of the
          Company for any reason other than  permanent  and total  disability or
          death,  the Optionee may exercise his or her Option to the extent that
          he or she was entitled to exercise it at the date of such  termination
          at any time within ninety (90) days following the date of termination,
          subject to the  condition  that the Option may not be exercised  after
          the expiration of the Option term.

     (g)  Right of First Refusal.  Upon any exercise of the Option,  the Company
          shall have,  pursuant to the terms of the  Restricted  Stock  Transfer
          Agreement,  a right of first  refusal  with respect to any transfer of
          shares issued upon exercise of the Option.

     7.  Adjustments  Upon  Changes in  Capitalization.  Subject to any required
action by the stockholders of the Company, the number of Shares and the Exercise
Price  shall be  proportionately  adjusted  for any  increase or decrease in the
number of issued shares of common stock  resulting  from a stock split,  reverse
stock split, combination,  reclassification,  the payment of a stock dividend on
the common  stock or any other  increase  or decrease in the number of shares of
common stock of the Company  effected  without receipt of  consideration  by the
Company; provided, however, that conversion of any convertible securities of the
Company  shall  not  be  deemed  to  have  been  "effected  without  receipt  of
consideration."  Such adjustment shall be made by the Board, whose determination
in that  respect  shall be final,  binding and  conclusive.  Except as expressly
provided  herein,  no issue by the  Company of shares of stock of any class,  or
securities  convertible into shares of stock of any class,  shall affect, and no
adjustment by reason  thereof shall be made with respect to the number of Shares
subject to, or the Exercise Price of, this Option.

     The Board may, if it so determines in the exercise of its sole  discretion,
also make provision for adjusting the number of Shares,  as well as the Exercise
Price,  in the  event  that the  Company  effects  one or more  reorganizations,
recapitalizations,  rights offerings, or other increases or reductions of shares
of its  outstanding  common  stock,  and  in the  event  of  the  Company  being
consolidated with or merged into any other corporation.



                                       5.

<PAGE>



     8.  Rights  of  Shareholder.  The  Optionee  shall  have  no  rights  as  a
shareholder  with  respect to the Shares  until the date of the  issuance or the
transfer to the  Optionee of the  certificate(s)  for such Shares and only after
the Exercise Price for such Shares has been paid in full.

     9. Not Employment Contract.  Nothing in this Agreement or in the Plan shall
confer upon the  Optionee  any right to continue in the employ of the Company or
shall interfere with or restrict in any way the rights of the Company, which are
hereby expressly reserved,  to discharge the Optionee at any time for any reason
whatsoever,  with or without cause, subject to the provisions of applicable law.
This is not an employment contract.

     10. Income Tax Withholding. The Optionee authorizes the Company to withhold
in accordance  with applicable law from any  compensation  payable to him or her
any taxes required to be withheld by Federal, state or local laws as a result of
the exercise of this Option. Furthermore, in the event of any determination that
the Company has failed to withhold a sum sufficient to pay all withholding taxes
due in connection  with the exercise of this Option,  the Optionee agrees to pay
the  Company  the amount of such  deficiency  in cash within five (5) days after
receiving a written demand from the Company to do so, whether or not Optionee is
an employee or director of the Company at that time.

     11. Agreement  Subject to Plan. This Agreement is made under the provisions
of the Plan and shall be interpreted in a manner  consistent  with the Plan. Any
provision of this  Agreement  inconsistent  with the Plan shall be superseded by
and  governed by the Plan.  A copy of the Plan shall be provided to the Optionee
with this Agreement or Plan.


DATE OF GRANT:  ______________


                                                     IBEX TECHNOLOGIES, INC.



                                                     By: ____________________ 
                                                         Ney Grant, President




                                       6.

<PAGE>



     The  Optionee  acknowledges  receipt  of the Stock  Option  Agreement,  the
Restricted  Stock  Transfer  Agreement  and the 1992 Stock Option Plan  attached
hereto and  represents  that he or she is familiar with the terms and provisions
thereof,  and  hereby  accepts  the  Option  subject  to all of  the  terms  and
provisions thereof. The Optionee hereby agrees to accept as binding,  conclusive
and final all  decisions  or  interpretations  of the  Board of  Directors  or a
committee  of the  Board  of  Directors  of Ibex  Technologies,  Inc.  upon  any
questions arising under such Agreement.


Dated:  _______________

                                                     OPTIONEE:



                                                     ---------------------------




                                CONSENT OF SPOUSE

     I,  ___________________________,  spouse of the  Optionee  who executed the
foregoing attached hereto,  hereby agree that my spouse's interest in the shares
of common stock of Ibex  Technologies,  Inc.  subject to said Agreement shall be
irrevocably  bound by the Agreement's and the Plan's terms. I agree to accept as
binding,  conclusive and final all decisions or  interpretations of the Board of
Directors of Ibex  Technologies,  Inc. (or a duly authorized  committee thereof)
upon any questions arising under such Agreement or Plan. I further agree that my
community  property interest in such shares, if any, shall similarly be bound by
said  Agreement  and Plan and that such  consent is binding  upon my  executors,
administrators, heirs and assigns. I agree to execute and deliver such documents
as may be necessary to carry out the intent of said  Agreement and Plan and this
consent.


Dated:  ____________

                                                ----------------------------
                                                Signature



                                                Print Name



                                       7.

<PAGE>


                                    EXHIBIT A


TO:               Ibex Technologies, Inc.
                  4921 Robert J. Mathews Parkway
                  El Dorado Hills, California  94762
                  ATTN:  Ney Grant

SUBJECT:          NOTICE OF EXERCISE OF STOCK OPTION


                  With  respect to the stock option  granted to the  undersigned
pursuant to the Ibex  Technologies,  Inc. (the "Company") 1992 Stock Option Plan
on ______________,  19__, to purchase an aggregate of ________________ shares of
the Company's Common Stock, this is official notice that the undersigned  hereby
elects to exercise such option to purchase shares as
follows:
                  NUMBER OF SHARES:                  ___________________________

                  DATE OF PURCHASE:                  ___________________________

                  MODE OF PAYMENT:                   ___________________________
                                                     (Certified check or cash)

                  The shares should be issued as follows:

                  NAME:             _____________________________________

                  ADDRESS:          _____________________________________
                                    
                                    _____________________________________

                  Signed:           _____________________________________

                  Dated:            _____________________________________


                     Please send this notice of exercise to:

                             Ibex Technologies, Inc.
                         4921 Robert J. Mathews Parkway
                        El Dorado Hills, California 94762
                                 ATTN: Ney Grant

                                       8.

<PAGE>





                                                                    Exhibit 99.3

                         Form of Incentive Stock Option



<PAGE>
THIS  OPTION  HAS BEEN  ISSUED  PURSUANT  TO  EXEMPTIONS  FROM THE  REGISTRATION
REQUIREMENTS  OF THE  SECURITIES  ACT OF 1933,  AS AMENDED  (THE  "ACT").  IT IS
UNLAWFUL TO EXERCISE,  SELL,  PLEDGE OR OTHERWISE DISPOSE OF THIS OPTION, OR ANY
INTEREST THEREIN,  OR RECEIVE ANY CONSIDERATION  THEREFOR,  IN THE ABSENCE OF AN
EFFECTIVE  REGISTRATION  STATEMENT  UNDER THE ACT,  UNLESS  EXEMPTIONS FROM SUCH
REGISTRATION AND QUALIFICATION REQUIREMENTS ARE AVAILABLE.

THIS OPTION MAY BE  EXERCISED  ONLY IN  ACCORDANCE  WITH THE TERMS OF THIS STOCK
OPTION AGREEMENT.
                               -------------------


                             IBEX TECHNOLOGIES, INC.

                        INCENTIVE STOCK OPTION AGREEMENT

     Ibex Technologies,  Inc., a California corporation (the "Company"),  hereby
grants to ______________ (the "Optionee"),  an option (the "Option") to purchase
a total of  ___________________  shares of Common  Stock,  no par value,  of the
Company (the "Shares"),  at the per share price (the "Exercise Price") set forth
herein, pursuant to the Company's 1992 Stock Option Plan (the "Plan") and in all
respects  subject to the terms,  definitions and provisions of this Stock Option
Agreement (the "Agreement") and the Plan.

     1. Nature of the Option.  The Option is intended to be an  incentive  stock
option  within the meaning of Section 422 of the Internal  Revenue Code of 1986,
as amended (the "Code").

     2.  Exercise  Price.  The  Exercise  Price  shall be $_____ for each Share,
subject to adjustment as provided in Section 7 below.  The Board of Directors of
the Company  (the  "Board") or a committee of the Board  administering  the Plan
(the "Committee") has determined that $_____ is the fair market value of a share
of common stock of the Company  ("Common  Stock") as of the date of the grant of
this Option.

     3.  Vesting  and  Exercise  of  Option.  The  Option  shall vest and become
exercisable  during its term,  subject to the provisions of Section 7 below,  as
follows:

     (a)  Vesting and Right to Exercise.

          (i)  The Option hereby  granted shall vest and become  exercisable  as
               follows:

         Vested Shares                               Vesting Date

         _____________                               ____________
 
         _____________                               ____________
 

                                       1.

<PAGE>



 
Except as  otherwise  provided  herein and subject to the  provisions  set forth
herein and in the Plan,  the Option may be exercised from time to time, in whole
or in part,  on a cumulative  basis as to all Shares that have vested and become
exercisable in accordance  with this  subsection (i) until the expiration of the
Option in accordance with the provisions of Section 6 below.

          (ii) In the  event  of  the  Optionee's  death,  disability  or  other
               termination of employment, the exercisability of the Option shall
               be governed by Section 6 below.

          (iii) The Option may not be exercised as to fractional shares.

     (b)  Method of Exercise. In order to exercise any portion of this Option as
          to which shares have vested, the Optionee shall execute and deliver to
          the Chief  Financial  Officer of the Company the Notice of Exercise of
          Stock Option in the form attached hereto as Exhibit A and a Restricted
          Stock Transfer Agreement in the form attached hereto as Exhibit B (the
          "Transfer Agreement").  The Transfer Agreement grants to the Company a
          right of first  refusal in the event the Optionee  decides to sell any
          such shares.  The Notice of Exercise and  Transfer  Agreement  must be
          accompanied by payment in full of the aggregate purchase price for the
          Shares to be purchased.  The certificate(s) for the Shares as to which
          the  Option  has been  exercised  shall be  registered  in the name of
          Optionee.  Upon  the  closing  of a firm  commitment  public  offering
          pursuant to an effective  registration  statement filed by the Company
          under the Securities  Act of 1933, as amended,  covering the offer and
          sale of the Company's Common Stock for the account of the Company, the
          Company  may  waive   execution  of  the   Transfer   Agreement  as  a
          prerequisite to exercise of this Option and in any event, any right of
          first refusal with respect to any Shares shall terminate.

     (c)  Restrictions  on  Exercise.  The  Option may not be  exercised  if the
          issuance of the Shares upon such  exercise or the method of payment of
          consideration  for such Shares  would  constitute  a violation  of any
          applicable  Federal  or  state  securities  law  or any  other  law or
          regulation.  As a condition to the exercise of the Option, the Company
          may require the Optionee to make any representation or warranty to the
          Company at the time of  exercise  of the  Option as in the  opinion of
          legal counsel for the Company may be required by any applicable law or
          regulation,  including the  execution  and delivery of an  appropriate
          representation  statement.  The stock  certificate(s)  for the  Shares
          issued  upon  exercise  of the  Option  may bear  appropriate  legends
          restricting transfer.

     (d)  Delivery of Certificates. The Company shall deliver the certificate(s)
          for the  Shares  issued  upon  exercise  of the  Option  as soon as is
          practicable; provided, however, that if any law or regulation requires
          the Company to take any action with respect to such shares  before the
          issuance  thereof,  including,   without  limitation,   actions  taken
          pursuant to Section 7 below,  then the date of delivery of such Shares
          shall be extended for a period necessary to take such action.

                                       2.

<PAGE>




     4. Method of Payment.  Payment of the Exercise Price shall be by any of the
following, or a combination thereof, at the election of the Optionee:

     (a)  cash; or,

     (b)  certified or bank cashier's check; or,

     (c)  in the event there  exists a public  market for the  Company's  Common
          Stock on the date of exercise, by surrender of shares of the Company's
          Common Stock, provided that if such shares were acquired upon exercise
          of an incentive  stock option,  the Optionee must have first satisfied
          the holding period  requirements  under Section 422(a)(1) of the Code.
          In this case payment shall be made as follows:

          (i)  Optionee  shall deliver to the Secretary of the Company a written
               notice  which shall set forth the portion of the  purchase  price
               the Optionee  wishes to pay with Common Stock,  and the number of
               shares of such Common  Stock the  Optionee  intends to  surrender
               pursuant  to  the  exercise  of  this  Option,   which  shall  be
               determined by dividing the aforementioned portion of the purchase
               price by the average of the last  reported  bid and asked  prices
               per share of Common Stock of the Company, as reported in The Wall
               Street Journal (or, if not so reported,  as otherwise reported by
               the  National   Association  of  Securities   Dealers   Automated
               Quotation  (NASDAQ)  System or, in the event the Common  Stock is
               listed  on a  national  securities  exchange,  or on  the  NASDAQ
               National Market System,  NASDAQ Small-Cap Market or any successor
               national market system,  the closing price of Common Stock of the
               Company on such exchange as reported in The Wall Street Journal),
               for the day on which the notice of exercise is sent or delivered;

          (ii) Fractional shares shall be disregarded and the Optionee shall pay
               in cash an amount equal to such fraction  multiplied by the price
               determined under subparagraph (i) above;

          (iii)The written  notice shall be accompanied by a duly endorsed blank
               stock power with respect to the number of Shares set forth in the
               notice, and the certificate(s)  representing said Shares shall be
               delivered to the Company at its  principal  offices  within three
               (3) working days from the date of the notice of exercise;

          (iv) The Optionee  hereby  authorizes and directs the Secretary of the
               Company to  transfer  so many of the Shares  represented  by such
               certificate(s)  as are  necessary  to pay the  purchase  price in
               accordance with the provisions herein;

          (v)  If any such  transfer  of  Shares  requires  the  consent  of the
               California  Commissioner  of Corporations or of some other agency
               under the  securities  laws of any other state,  or an opinion of
               counsel  for the Company or Optionee  that such  transfer  may be
               effected under applicable  Federal and state securities laws, the
               time periods  specified herein shall be extended for such periods
               as the  necessary  request  for  consent to  transfer  is pending
               before  said  Commissioner  or other  agency,  or  until  counsel

                                       3.
<PAGE>

               renders such an opinion, as the case may be. All parties agree to
               cooperate  in making such request for  transfer,  or in obtaining
               such  opinion  of  counsel,  and no  transfer  shall be  effected
               without such consent or opinion if required by law; and

          (vi) Notwithstanding  any other  provision  herein or in the Plan, the
               Optionee  shall only be permitted to pay the purchase  price with
               Shares  of the  Company's  Common  Stock  owned  by him as of the
               exercise  date in the manner and within the time periods  allowed
               under Rule 16b-3 promulgated under the Securities Exchange Act of
               1934  as  such  regulation  is  presently  constituted,  as it is
               amended  from  time  to  time,  and as it is  interpreted  now or
               hereafter by the Securities and Exchange Commission.

     5.  Non-Transferability  of Option.  The Option may be exercised during the
lifetime of the Optionee only by the Optionee and may not be  transferred in any
manner other than by will or by the laws of descent and distribution.  The terms
of the Option shall be binding  upon the  executors,  administrators,  heirs and
successors of the Optionee.

     6. Term of the Option.  Except as otherwise provided in this Agreement,  to
the extent not  previously  exercised,  the right to exercise  the Option  shall
terminate as follows:

     (a)  Ten Year  Term.  The Option  may not be  exercised  more than ten (10)
          years from the date of grant of the Option,  as set forth  below,  and
          may be exercised during such term only in accordance with the terms of
          this Agreement.

     (b)  Dissolution  or  Liquidation;   Mergers  and  Consolidations.   Unless
          otherwise  determined  by  the  Board  or  the  Committee,   upon  the
          dissolution  or  liquidation  of the  Company,  or  upon  the  sale of
          substantially all of the assets of the Company,  or upon any merger or
          consolidation  if the  Company  is not the  surviving  corporation  as
          defined  in  Section  6(c)  below,  the Option  granted  hereby  shall
          terminate and thereupon become null and void; provided,  however, that
          the Optionee shall be given not less than ten (10) days notice of such
          event and the Optionee may,  within the period between such notice and
          the  effective  date  of  such   dissolution,   liquidation,   merger,
          consolidation,  or sale, exercise up to the unexercised portion of the
          Option in accordance with Sections 3 and 4 hereof to the extent of the
          Optionee's accrued rights. Any exercise of the Option pursuant to this
          Section  6(b)  shall  be  deemed  to  occur  immediately  prior to the
          consummation   of   any   such   dissolution,   liquidation,   merger,
          consolidation or sale.

     (c)  Surviving  Corporation.  The  determination  as to  whether or not the
          Company is the "Surviving  Corporation" in any merger or consolidation
          shall be made on the basis of the  relative  equity  interests  of the
          stockholders   of  the   Company   existing   after  such   merger  or
          consolidation  as follows:  If the holders of the  outstanding  voting
          securities  of the Company prior to such merger or  consolidation  own
          equity securities  possessing more than 50% of the voting power of the
          successor  Company  after  such  merger  or  consolidation,  then  for
          purposes  of  this  Agreement  the  Company  shall  be  the  Surviving
          Corporation.  In  all  other  cases,  the  Company  shall  not  be the
          Surviving Corporation.  In determining the percentage ownership of the
          stockholders of the Company in the successor  corporation  immediately
          following  a  consolidation  or  merger,  securities  which they owned


                                       4.
<PAGE>

          immediately  prior to such  consolidation or merger as stockholders of
          another party to the transaction shall be disregarded.

     (d)  Death  of the  Optionee.  In the  event of the  death of the  Optionee
          during the term of the Option, the Option may be exercised at any time
          prior  to  the   expiration  of  the  Option  term  as  set  forth  in
          subparagraphs  6(a) and (b) above by the  administrator or executor of
          the  Optionee's  estate  or by a  person  who  acquires  the  right to
          exercise  the Option by bequest or  inheritance;  provided  that,  the
          Option may be  exercised  only to the extent of the  accrued  right to
          exercise at the time of the  termination  of Optionee's  employment or
          status as an  non-employee  director or  Optionee's  death,  whichever
          occurs first.

     (e)  Disability of Optionee. In the event of the disability of the Optionee
          during the term of the Option, the Option may be exercised at any time
          within one (1) year following the date of  disability;  provided that,
          the Option may be exercised only to the extent of the accrued right to
          exercise  at the  time of the  termination  of  Optionee's  status  an
          employee or  non-employee  director or date on which Optionee  becomes
          disabled, whichever occurs first.

     (f)  Termination  of Status as Employee or  Non-Employee  Director.  If the
          Optionee shall cease to be an employee or non-employee director of the
          Company for any reason other than  permanent  and total  disability or
          death,  the Optionee may exercise his or her Option to the extent that
          he or she was entitled to exercise it at the date of such  termination
          at any time within ninety (90) days following the date of termination,
          subject to the  condition  that the Option may not be exercised  after
          the expiration of the Option term.

     (g)  Right of First Refusal.  Upon any exercise of the Option,  the Company
          shall have,  pursuant to the terms of the  Restricted  Stock  Transfer
          Agreement,  a right of first  refusal  with respect to any transfer of
          shares issued upon exercise of the Option.

     7.  Adjustments  Upon  Changes in  Capitalization.  Subject to any required
action by the stockholders of the Company, the number of Shares and the Exercise
Price  shall be  proportionately  adjusted  for any  increase or decrease in the
number of issued shares of common stock  resulting  from a stock split,  reverse
stock split, combination,  reclassification,  the payment of a stock dividend on
the common  stock or any other  increase  or decrease in the number of shares of
common stock of the Company  effected  without receipt of  consideration  by the
Company; provided, however, that conversion of any convertible securities of the
Company  shall  not  be  deemed  to  have  been  "effected  without  receipt  of
consideration."  Such adjustment shall be made by the Board, whose determination
in that  respect  shall be final,  binding and  conclusive.  Except as expressly
provided  herein,  no issue by the  Company of shares of stock of any class,  or
securities  convertible into shares of stock of any class,  shall affect, and no
adjustment by reason  thereof shall be made with respect to the number of Shares
subject to, or the Exercise Price of, this Option.

     The Board may, if it so determines in the exercise of its sole  discretion,
also make provision for adjusting the number of Shares,  as well as the Exercise


                                       5.
<PAGE>

Price,  in the  event  that the  Company  effects  one or more  reorganizations,
recapitalizations,  rights offerings, or other increases or reductions of shares
of its  outstanding  common  stock,  and  in the  event  of  the  Company  being
consolidated with or merged into any other corporation.

     8.  Rights  of  Shareholder.  The  Optionee  shall  have  no  rights  as  a
shareholder  with  respect to the Shares  until the date of the  issuance or the
transfer to the  Optionee of the  certificate(s)  for such Shares and only after
the Exercise Price for such Shares has been paid in full.

     9. Not Employment Contract.  Nothing in this Agreement or in the Plan shall
confer upon the  Optionee  any right to continue in the employ of the Company or
shall interfere with or restrict in any way the rights of the Company, which are
hereby expressly reserved,  to discharge the Optionee at any time for any reason
whatsoever,  with or without cause, subject to the provisions of applicable law.
This is not an employment contract.

     10. Income Tax Withholding. The Optionee authorizes the Company to withhold
in accordance  with applicable law from any  compensation  payable to him or her
any taxes required to be withheld by Federal, state or local laws as a result of
the  exercise  of this  Option.  The  Optionee  agrees  to  notify  the  Company
immediately in the event of any disqualifying disposition (within the meaning of
Section 421(b) of the Code) of the shares acquired upon exercise of an incentive
stock option.  Furthermore,  in the event of any determination  that the Company
has failed to  withhold a sum  sufficient  to pay all  withholding  taxes due in
connection with the exercise of this Option,  or a disqualifying  disposition of
the shares  acquired  upon exercise of an incentive  stock option,  the Optionee
agrees to pay the Company the amount of such  deficiency in cash within five (5)
days after  receiving a written demand from the Company to do so, whether or not
Optionee is an employee or director of the Company at that time.

     11. Agreement  Subject to Plan. This Agreement is made under the provisions
of the Plan and shall be interpreted in a manner  consistent  with the Plan. Any
provision of this  Agreement  inconsistent  with the Plan shall be superseded by
and  governed by the Plan.  A copy of the Plan shall be provided to the Optionee
with this Agreement.


DATE OF GRANT:  ______________


                                         IBEX TECHNOLOGIES, INC.



                                         By: ____________________ 
                                             Ney Grant, President


                                       6.

<PAGE>



     The  Optionee  acknowledges  receipt  of the Stock  Option  Agreement,  the
Restricted  Stock  Transfer  Agreement  and the 1992 Stock Option Plan  attached
hereto and  represents  that he or she is familiar with the terms and provisions
thereof,  and  hereby  accepts  the  Option  subject  to all of  the  terms  and
provisions thereof. The Optionee hereby agrees to accept as binding,  conclusive
and final all  decisions  or  interpretations  of the  Board of  Directors  or a
committee  of the  Board  of  Directors  of Ibex  Technologies,  Inc.  upon  any
questions arising under such Agreement or Plan.


Dated:  _______________

                                                     OPTIONEE:



                                                     ---------------------------




                                CONSENT OF SPOUSE

     I,  ___________________________,  spouse of the  Optionee  who executed the
foregoing attached hereto,  hereby agree that my spouse's interest in the shares
of common stock of Ibex  Technologies,  Inc.  subject to said Agreement shall be
irrevocably  bound by the Agreement's and the Plan's terms. I agree to accept as
binding,  conclusive and final all decisions or  interpretations of the Board of
Directors of Ibex  Technologies,  Inc. (or a duly authorized  committee thereof)
upon any questions arising under such Agreement or Plan. I further agree that my
community  property interest in such shares, if any, shall similarly be bound by
said  Agreement  and Plan and that such  consent is binding  upon my  executors,
administrators, heirs and assigns. I agree to execute and deliver such documents
as may be necessary to carry out the intent of said  Agreement and Plan and this
consent.


Dated:  ____________

                                         ----------------------------
                                         Signature



                                         Print Name



                                       7.

<PAGE>



                                    EXHIBIT A


TO:               Ibex Technologies, Inc.
                  4921 Robert J. Mathews Parkway
                  El Dorado Hills, California  95762
                  ATTN:  Ney Grant

SUBJECT:          NOTICE OF EXERCISE OF STOCK OPTION


                  With  respect to the stock option  granted to the  undersigned
pursuant to the Ibex  Technologies,  Inc. (the "Company") 1992 Stock Option Plan
on ______________,  19__, to purchase an aggregate of ________________ shares of
the Company's Common Stock, this is official notice that the undersigned  hereby
elects to exercise such option to purchase shares as
follows:

                  NUMBER OF SHARES:                  ___________________________

                  DATE OF PURCHASE:                  ___________________________

                  MODE OF PAYMENT:                   ___________________________
                                                     (Certified check or cash)


                  The shares should be issued as follows:

                  NAME:             _____________________________________

                  ADDRESS:          _____________________________________
                                     
                                    _____________________________________

                  Signed:           _____________________________________

                  Dated:            _____________________________________

                  Please send this notice of exercise to:

                             Ibex Technologies, Inc.
                         4921 Robert J. Mathews Parkway
                        El Dorado Hills, California 95672
                                 ATTN: Ney Grant

                                       8.

<PAGE>



                                                                    Exhibit 99.4

                       Form of Option Assumption Agreement



<PAGE>

                             [CASTELLE LETTERHEAD]




January __, 1997


Dear 1~:

     You previously were granted an option to purchase shares of common stock of
Ibex Technologies,  Inc. ("Ibex") (hereinafter,  your "Ibex Option"). As you are
aware, Ibex entered into an Agreement and Plan of  Reorganization,  dated August
22,  1996  (the   "Reorganization   Agreement")  with  Castelle,   a  California
corporation  ("Castelle"),  whereby Ibex and  Castelle  would merge and Castelle
would be the surviving  corporation  (the  "Merger").  The effective time of the
Merger  described  in the  Reorganization  Agreement  was November 20, 1996 (the
"Effective Time").

     Your original Ibex Option dated 2~had the following terms:

                  Number of shares:                    3~
                  Exercise price per share:            4~ per share

     Pursuant  to  the  Merger,   at  the  Effective  Time  each  unexpired  and
unexercised  Ibex Option was assumed by Castelle and deemed to be  automatically
converted into an option to purchase shares of Castelle  common stock,  adjusted
for the "Exchange  Ratio." The Exchange Ratio represents the number of shares of
Castelle  stock  exchanged  for Ibex  stock.  Here  the  Exchange  Ratio  equals
4.0297965.  This means that each  former  Ibex  shareholder  received  4.0297965
shares of Castelle  stock for each 1 share of Ibex common stock.  Each option to
purchase  Ibex  common  stock  has  been  similarly  adjusted.  In  making  this
adjustment, the adjusted number of shares will be rounded down to the next whole
share,  and the  adjusted  exercise  price  will be rounded up to the next whole
cent, both to the extent necessary.

     Accordingly,  your  adjusted  Ibex  Option  dated 2~ now has the  following
terms:

                  Adjusted number of shares:            5~
                  Adjusted exercise price per share:    6~ per share

     Note that,  except for rounding  differences,  the total  exercise price of
your Ibex Option (the  exercise  price per share times the number of shares) has
remained the same.



<PAGE>


     All of the remaining  terms and  conditions of your Ibex Option will remain
the same.  You have not lost any  vesting  credit for the  period  you  rendered
services  to Ibex,  and you will  continue to vest in your option for so long as
you render  services to Castelle.  However,  neither the assumption of your Ibex
Option nor this letter  explaining  such assumption is intended to constitute an
employment contract or agreement,  and neither should be interpreted to prohibit
either you or Castelle from  terminating  your  employment at any time,  with or
without cause.

     You will not be issued a new option agreement for your assumed Ibex Option;
by signing  this  letter you will  acknowledge  the terms of your  assumed  Ibex
Option as described herein.

     We  believe  that the  merger of Ibex and  Castelle  presents  an  exciting
opportunity  for both  companies.  The  conversion  of Ibex  Options to purchase
shares of Castelle  common  stock  allows you to  participate  in the  financial
rewards of this new joint  enterprise.  If you have any questions  regarding the
conversion  of Ibex  Options,  please  contact  Randall  I.  Bambrough  at (408)
496-0474.

     Please sign the  enclosed  copy of this letter and return it to Castelle by
January __, 1997.

Sincerely,




Randall I. Bambrough
Chief Financial Officer



Agreed and accepted by:


--------------------------------
1~, Optionee


                                       2.

<PAGE>
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{"company-data": {"conformed-name": "CASTELLE \\CA\\", "cik": "0000908605", "assigned-sic": "3577", "irs-number": "770164056", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-21845", "film-number": "97535786"}, "business-address": {"street1": "3255-3 SCOTT BLVD", "city": "SANTA CLARA", "state": "CA", "zip": "95054", "phone": "4084960474"}, "mail-address": {"street1": "3255-3 SCOTT BOULEVARD", "city": "SANTA CLARA", "state": "CA", "zip": "95054"}, "former-company": {"former-conformed-name": "CASTELLE INC", "date-changed": "19930702"}}
As filed with the Securities and Exchange Commission on
                    February 13, 1997 Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                    Castelle
             (Exact name of registrant as specified in its charter)

            California                                77-0164056
     (State of Incorporation)            (I.R.S. Employer Identification No.)

                             3255-3 Scott Boulevard
                          Santa Clara, California 95054
                                 (408) 496-0474
          (Address and telephone number of principal executive offices)

                             Ibex Technologies, Inc.
                             1992 Stock Option Plan
                            (Full Title of the Plan)
                              Randall I. Bambrough
              Vice President of Finance and Chief Financial Officer
                                    Castelle
                             3255-3 Scott Boulevard
                          Santa Clara, California 95054
                                 (408) 496-0474
           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                   Copies to:
                            Samuel M. Livermore, Esq.
                               Cooley Godward LLP
                         One Maritime Plaza, 20th Floor
                         San Francisco, California 94111

                         CALCULATION OF REGISTRATION FEE
==============================================================================================================================
                                                      Proposed Maximum            Proposed Maximum
    Title of Securities to be      Amount to be      Offering Price Per          Aggregate Offering        Amount of
            Registered              Registered           Share (1)                    Price (1)        Registration Fee
------------------------------------------------------------------------------------------------------------------------------
Options to purchase Common                NA                  NA                          NA                   NA
Stock
------------------------------------------------------------------------------------------------------------------------------
Common Stock (no par value)            59,337               $1.52                    $90,192.24             $100.00
==============================================================================================================================
(1)  Estimated  solely  for  the  purpose  of  calculating  the  amount  of  the
     registration fee pursuant to Rule 457(h).  The offering price is based upon
     the  weighted  average  exercise  price,  pursuant to Rule 457(h) under the
     Securities Act of 1993, as amended (the "Securities Act").

     Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
The stock options to be registered  hereunder have been assumed by Castelle
(the "Company")  pursuant to an Agreement and Plan of  Reorganization  among the
Company,  Ibex  Technologies,  Inc., a California  company  ("Ibex") and certain
shareholders of Ibex, dated as of August 22, 1996. These options were originally
granted to employees,  directors and consultants  under Ibex's 1992 Stock Option
Plan.

                                     PART II

             INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION
         STATEMENTS ON FORM S-8 NO. 333-06083 AND FORM S-4 NO. 333-14815

         The contents of the  Registration  Statements on Form S-8 No. 333-06083
and Form S-4 No. 333-14815 filed with the Securities and Exchange  Commission on
June 14, 1996 and October 24, 1996, respectively,  are incorporated by reference
herein, with those changes set forth below.

Item 8.  Exhibits.

Exhibit No.         Description

5.1  Opinion of Cooley Godward LLP

23.1 Consent of Coopers & Lybrand L.L.P.

23.2 Consent  of  Cooley  Godward  LLP is  contained  in  Exhibit  5.1  to  this
     Registration Statement

24   Power of Attorney is contained on the signature pages

99.1 Ibex Technologies, Inc. 1992 Stock Option Plan

99.2 Form of Nonstatutory Stock Option

99.3 Form of Incentive Stock Option

99.4 Form of Option Assumption Agreement

                                       2.
SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
as amended,  the Registrant  certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused
this  Registration  Statement  to be  signed on its  behalf by the  undersigned,
thereunto duly authorized,  in the City of Santa Clara, State of California,  on
February 10, 1997.

                                 CASTELLE

                           By /s/Randall I. Bambrough
                                 Randall I. Bambrough
                                 Chief Financial Officer, Vice President Finance
                                 and Administration and Secretary

                                POWER OF ATTORNEY

     KNOW ALL  PERSONS  BY THESE  PRESENTS,  that each  person  whose  signature
appears below constitutes and appoints Arthur H. Bruno and Randall I. Bambrough,
and each or any one of them,  his true and  lawful  attorney-in-fact  and agent,
with full power of  substitution  and  resubstitution,  for him and in his name,
place  and  stead,  in any and all  capacities,  to sign any and all  amendments
(including  post-effective  amendments) to this Registration  Statement,  and to
file the same,  with all exhibits  thereto,  and other  documents in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform each and every act and thing  requisite  and necessary to be done in
connection therewith,  as fully to all intents and purposes as he might or could
do in person,  hereby  ratifying and confirming all that said  attorneys-in-fact
and agents,  or any of them,  or their or his  substitutes  or  substitute,  may
lawfully do or cause to be done by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

Signature                Title                                 Date

/s/ Arthur H. Bruno       President, Chief Executive Officer   February 10, 1997
Arthur H. Bruno           and Chairman of the Board
                          (Principal Executive Officer)
 

/s/ Randall I. Bambrough  Chief Financial Officer, Vice        February 10, 1997
Randall I. Bambrough      President of Finance and 
                          Administration and Secretary
                          (Principal Financial and
                          Accounting Officer)
 

 

                                       3.
/s/ John Freidenrich      Director                             February 10, 1997
John Freidenrich

/s/ Alan Kessman          Director                             February 10, 1997
Alan Kessman

/s/ Kanwal S. Rekhi       Director                             February 10, 1997
Kanwal S. Rekhi

 

                                       4.
EXHIBIT INDEX

Exhibit
Number                                      Description

 5.1        Opinion of Cooley Godward LLP

23.1        Consent of Coopers & Lybrand L.L.P.

23.2        Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this
            Registration Statement

24          Power of Attorney is contained on the signature pages.

99.1        Ibex Technologies, Inc. 1992 Stock Option Plan

99.2        Form of Nonstatutory Stock Option

99.3        Form of Incentive Stock Option

99.4        Form of Option Assumption Agreement

 
                                       5.
Exhibit 5.1

February 10, 1997

Castelle
3255-3 Scott Boulevard
Santa Clara, California 95054

Ladies and Gentlemen:

You have  requested  our opinion with respect to certain  matters in  connection
with the filing by Castelle (the "Company") of a Registration  Statement on Form
S-8 (the "Registration  Statement") with the Securities and Exchange  Commission
covering the offering of up to 59,377 shares of the Company's  Common Stock,  no
par value,  (the "Shares")  pursuant to the Ibex  Technologies,  Inc. 1992 Stock
Option Plan (the "Plan").  All  outstanding  options granted under the Plan were
assumed  by  the  Company  pursuant  to  the  merger  of the  Company  and  Ibex
Technologies, Inc.

In connection with this opinion, we have examined the Registration Statement and
related  Prospectus,  the Company's  Articles of  Incorporation  and Bylaws,  as
amended, and such other documents,  records,  certificates,  memoranda and other
instruments  as we deem  necessary as a basis for this opinion.  We have assumed
the genuineness and authenticity of all documents  submitted to us as originals,
the conformity to originals of all documents  submitted to us as copies thereof,
and the due  execution  and delivery of all  documents  where due  execution and
delivery are a prerequisite to the effectiveness thereof.

On the basis of the foregoing,  and in reliance  thereon,  we are of the opinion
that the  Shares,  when  sold and  issued  in  accordance  with  the  Plan,  the
Registration  Statement and related  Prospectus,  will be validly issued,  fully
paid, and nonassessable (except as to shares issued pursuant to certain deferred
payment  arrangements,  which  will be fully  paid and  nonassessable  when such
deferred payments are made in full).

We  consent to the  filing of this  opinion  as an  exhibit to the  Registration
Statement.

Very truly yours,

Cooley Godward LLP

By:      /s/ Samuel M. Livermore
         Samuel M. Livermore
Exhibit 23.1

                       CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in this  registration  statement on
Form S-8  (Registration  No. 333- ) of our report dated February 9, 1996, on our
audit of the  consolidated  financial  statements of Castelle as of December 31,
1995 and 1994, and for the years ended December 31, 1995,  1994 and 1993,  which
report is included  in the  Castelle  Annual  Report on Form 10-K for the fiscal
year ended December 31, 1995.

                                                       /s/ Coopers & Lybrand LLP

San Jose, California
February 7, 1997
Exhibit 99.1

                 Ibex Technologies, Inc. 1992 Stock Option Plan
IBEX TECHNOLOGIES, INC.

                             1992 STOCK OPTION PLAN

     1.  Purposes of the Plan.  The  purposes  of this Stock  Option Plan are to
attract and retain the best  available  personnel for  positions of  substantial
responsibility,  to provide  additional  incentives to  Employees,  Non-Employee
Directors and  Consultants of the Company and its  Subsidiaries,  and to promote
the success of the Company's  business.  Options granted hereunder may be either
Incentive Stock Options or  Nonstatutory  Stock Options at the discretion of the
Committee.  This is intended to be a stock  option plan for  purposes of Section
408 of the California General Corporation Law.

     2. Definitions.  As used herein, and in any Option granted  hereunder,  the
following definitions shall apply:

     (a)  "Board" shall mean the Board of Directors of the Company.

     (b)  "Code" shall mean the Internal Revenue Code of 1986, as amended.

     (c)  "Common Stock" shall mean the Common Stock of the Company.

     (d)  "Company"   shall  mean  Ibex   Technologies,   Inc.,   a   California
          corporation.

     (e)  "Committee"  shall  mean  the  Committee  appointed  by the  Board  in
          accordance  with  paragraph (a) of Section 4 of the Plan. If the Board
          does  not  appoint  or  ceases  to  maintain  a  Committee,  the  term
          "Committee" shall refer to the Board.

     (f)  "Consultant" shall mean any independent contractor retained to perform
          services for the Company or any Subsidiary.

     (g)  "Continuous  Employment" shall mean the absence of any interruption or
          termination of service as an Employee or Non-Employee  Director by the
          Company  or  any  Subsidiary.   Continuous  Employment  shall  not  be
          considered interrupted during any period of sick leave, military leave
          or any other leave of absence  approved by the Board or in the case of
          transfers  between locations of the Company or between the Company and
          any Parent, Subsidiary or successor of the Company.

     (h)  "Disinterested  Person"  shall  mean a person  who has not at any time
          within  one year prior to  service  as a member of the  Committee  (or
          during such service)  been granted or awarded  Options or other equity
          securities  pursuant  to the Plan or any other plan of the  Company or
          any Parent or Subsidiary.  Notwithstanding the foregoing,  a member of
          the  Committee  shall  not fail to be a  Disinterested  Person  merely
          because he or she  participates in a plan meeting the  requirements of
          Rule 16b-3(c)(2)(i)(A) or (B) promulgated under the Exchange Act.

                                       1.
(i)  "Employee" shall mean any person,  including  officers (whether or not
          they are directors), employed by the Company or any Subsidiary.

     (j)  "Exchange  Act" shall mean the  Securities  Exchange  Act of 1934,  as
          amended.

     (k)  "Incentive Stock Option" shall mean any option granted under this Plan
          and any other  option  granted to an Employee in  accordance  with the
          provisions of Section 422 of the Code, and the regulations promulgated
          thereunder.

     (l)  "Non-Employee  Director" shall mean any director of the Company or any
          Subsidiary who is not employed by the Company or such Subsidiary.

     (m)  "Nonstatutory  Stock  Option"  shall mean an Option  granted under the
          Plan  that is  subject  to the  provisions  of  Section  1.83-7 of the
          Treasury Regulations promulgated under Section 83 of the Code.

     (n)  "Option" shall mean a stock option granted pursuant to the Plan.

     (o)  "Option  Agreement" shall mean a written agreement between the Company
          and the  Optionee  regarding  the grant and  exercise  of  Options  to
          purchase Shares and the terms and conditions  thereof as determined by
          the Committee pursuant to the Plan.

     (p)  "Optioned Shares" shall mean the Common Stock subject to an Option.

     (q)  "Optionee" shall mean an Employee, Non-Employee Director or Consultant
          who receives an Option.

     (r)  "Parent" shall mean a "parent  corporation,"  whether now or hereafter
          existing, as defined by Section 424(e) of the Code.

     (s)  "Plan" shall mean this 1992 Stock Option Plan.

     (t)  "Registration  Date"  shall  mean  the  effective  date  of the  first
          registration  statement filed by the Company pursuant to Section 12(g)
          of the Exchange Act with respect to any class of the Company's  equity
          securities.

     (u)  "Securities Act" shall mean the Securities Act of 1933, as amended.

     (v)  "Share"  shall mean a share of the Common Stock  subject to an Option,
          as adjusted in accordance with Section 11 of the Plan.

     (w)  "Subsidiary"  shall mean a  "subsidiary  corporation,"  whether now or
          hereafter existing, as defined in Section 424(f) of the Code.

                                       2.
(x)  "Transfer  Agreement"  shall  have the  meaning  ascribed  thereto  in
          Section 9(b) hereof.

     3. Stock  Subject to the Plan.  Subject to the  provisions of Section 11 of
the Plan, the maximum  aggregate number of Shares which may be optioned and sold
under the Plan is twenty thousand (20,000) Shares.  The Shares may be authorized
but  unissued or  reacquired  shares of Common  Stock.  If an Option  expires or
becomes  unexercisable for any reason without having been exercised in full, the
Shares  which  were  subject  to the  Option  but as to which the Option was not
exercised shall,  unless the Plan shall have been  terminated,  become available
for other Option grants under the Plan.

     The  Company  intends  that as long as it is not  subject to the  reporting
requirements of Section 13 or 15(d) of the Exchange Act and is not an investment
company registered or required to be registered under the Investment Company Act
of 1940,  all offers and sales of Options and Shares  issuable  upon exercise of
any Option shall be exempt from  registration  under the provisions of Section 5
of the Securities Act, and the Plan shall be administered in such a manner so as
to preserve such exemption. The Company intends that the Plan shall constitute a
written  compensatory  benefit  plan within the meaning of Rule 701(b) of 17 CFR
Section 230.701  promulgated by the Securities and Exchange  Commission pursuant
to such Act. The Committee  shall designate which Options granted under the Plan
by the Company are intended to be granted in reliance on Rule 701.

     4. Administration of the Plan.

     (a)  Procedure.  The Plan shall be administered by the Board. The Board may
          appoint a Committee  consisting  of not less than three (3) members of
          the Board to administer the Plan, subject to such terms and conditions
          as the  Board may  prescribe.  Once  appointed,  the  Committee  shall
          continue to serve until otherwise  directed by the Board. From time to
          time,  the Board may  increase the size of the  Committee  and appoint
          additional members thereof, remove members (with or without cause) and
          appoint new members in substitution therefor, fill vacancies,  however
          caused,  and remove  all  members of the  Committee  and,  thereafter,
          directly administer the Plan.

     Members of the Board or  Committee  who are either  eligible for Options or
have been granted Options may vote on any matters  affecting the  administration
of the Plan or the grant of Options  pursuant  to the Plan,  except that no such
member shall act upon the granting of an Option to himself,  but any such member
may be counted in  determining  the  existence of a quorum at any meeting of the
Board or the Committee during which action is taken with respect to the granting
of an Option to him or her.

     The  Committee  shall meet at such times and places and upon such notice as
the  Chairperson  determines.  A majority of the  Committee  shall  constitute a
quorum.  Any acts by the Committee may be taken at any meeting at which a quorum
is present  and shall be by  majority  vote of those  members  entitled to vote.

                                       3.
Additionally,  any acts  reduced to writing or approved in writing by all of the
members of the Committee shall be valid acts of the Committee.

     (b)  Procedure  After  Registration  Date.  Notwithstanding  subsection (a)
          above, after the date of registration of the Company's Common Stock on
          a national  securities  exchange or the  Registration  Date,  the Plan
          shall be administered either by: (i) the full Board, provided that all
          members of the Board are Disinterested Persons; or (ii) a Committee of
          three (3) or more directors,  each of whom is a Disinterested  Person.
          After  such  date,  the  Board  shall  take all  action  necessary  to
          administer the Plan in accordance  with the then effective  provisions
          of Rule 16b-3  promulgated  under the Exchange Act,  provided that any
          amendment to the Plan  required for  compliance  with such  provisions
          shall be made  consistent  with the  provisions  of  Section 13 of the
          Plan, and said regulations.

     (c)  Powers of the  Committee.  Subject to the  provisions of the Plan, the
          Committee shall have the authority:  (i) to determine,  upon review of
          relevant information,  the fair market value of the Common Stock; (ii)
          to  determine  the  exercise  price  of  Options  to be  granted,  the
          Employees,  Directors or  consultants to whom and the time or times at
          which  Options  shall be  granted,  and the  number  of  Shares  to be
          represented  by each  Option;  (iii) to  interpret  the Plan;  (iv) to
          prescribe,  amend and rescind  rules and  regulations  relating to the
          Plan; (v) to determine the terms and provisions of each Option granted
          under the Plan (which need not be identical)  and, with the consent of
          the holder thereof,  to modify or amend any Option;  (vi) to authorize
          any person to execute on behalf of the Company any instrument required
          to  effectuate  the  grant  of an  Option  previously  granted  by the
          Committee;  (vii)  defer an  exercise  date of any  Option  (with  the
          consent of the Optionee), subject to the provisions of Section 9(a) of
          the Plan;  (viii) to determine  whether Options granted under the Plan
          will be Incentive Stock Options or Nonstatutory Stock Options; (ix) to
          make all other  determinations  deemed  necessary or advisable for the
          administration of the Plan; and (x) to designate which Options granted
          under the Plan will be issued in reliance on Rule 701.

     (d)  Effect of  Committee's  Decision.  All decisions,  determinations  and
          interpretations  of the  Committee  shall be final and  binding on all
          potential or actual Optionees,  any other holder of an Option or other
          equity security of the Company and all other persons.

     5. Eligibility.

     (a)  Persons  Eligible for Options.  Options  under the Plan may be granted
          only to  Employees,  Non-Employee  Directors or  Consultants  whom the
          Committee,  in its sole  discretion,  may designate from time to time.
          Incentive Stock Options may be granted only to Employees.  An Employee
          who has been granted an Option,  if he or she is  otherwise  eligible,
          may be granted an additional Option or Options. However, the aggregate
          fair market value  (determined  in accordance  with the  provisions of
          Section  8(a)  of the  Plan)  of the  Shares  subject  to one or  more
          Incentive Stock Options grants that are exercisable for the first time
          by an Optionee  during any calendar year (under all stock option plans
          of the  Company and its  Parents  and  Subsidiaries)  shall not exceed
          $100,000 (determined as of the grant date).

                                       4.
(b)  No Right to Continuing  Employment.  Neither the establishment nor the
          operation  of the Plan shall  confer  upon any  Optionee  or any other
          person any right with respect to  continuation  of employment or other
          service  with  the  Company  or any  Subsidiary,  nor  shall  the Plan
          interfere  in any way with the right of the  Optionee  or the right of
          the Company (or any Parent or Subsidiary) to terminate such employment
          or service at any time.

     6. Term of Plan.  The Plan shall become  effective upon its adoption by the
Board or its  approval by vote of the holders of the  outstanding  shares of the
Company  entitled to vote on the  adoption of the Plan (in  accordance  with the
provisions  of Section 18 hereof),  whichever is earlier.  It shall  continue in
effect for a term of ten (10) years unless sooner terminated under Section 13 of
the Plan.

     7. Term of Option. Unless the Committee determines  otherwise,  the term of
each  Option  granted  under the Plan  shall be ten (10)  years from the date of
grant.  The term of the Option  shall be set forth in the Option  Agreement.  No
Incentive  Stock Option shall be  exercisable  after the  expiration of ten (10)
years from the date such Option is granted;  provided  that, no Incentive  Stock
Option  granted to any  Employee  who, at the date such Option is granted,  owns
(within the meaning of Section  425(d) of the Code) more than ten percent  (10%)
of the total combined voting power of all classes of stock of the Company or any
Parent or Subsidiary shall be exercisable after the expiration of five (5) years
from the date such Option is granted.

     8. Exercise Price and Consideration.

     (a)  Exercise  Price.  Except as  provided  in  subsection  (b) below,  the
          exercise  price for the  Shares to be issued  pursuant  to any  Option
          shall be such price as is determined by the Committee,  which shall in
          no event be less than: (i) in the case of Incentive Stock Options, the
          fair market value of such Shares on the date the Option is granted; or
          (ii) in the  case of  Nonstatutory  Stock  Options,  85% of such  fair
          market value;  provided that, in the case of any Optionee owning stock
          possessing  more than ten percent (10%) of the total  combined  voting
          power  of all  classes  of  stock  of the  Company  or any  Parent  or
          Subsidiary  of the Company,  the exercise  price shall be 110% of fair
          market  value on the date the Option is granted.  Fair market value of
          the Common  Stock shall be  determined  by the  Committee,  using such
          criteria as it deems relevant;  provided,  however, that if there is a
          public  market for the Common  Stock,  the fair market value per Share
          shall be the average of the last  reported bid and asked prices of the
          Common  Stock on the date of grant,  as  reported  in The Wall  Street
          Journal (or, if not so reported, as otherwise reported by the National
          Association of Securities Dealers Automated Quotation (NASDAQ) System)
          or, in the event the Common  Stock is listed on a national  securities
          exchange  (within the meaning of Section 6 of the Exchange  Act) or on
          the NASDAQ  National  Market System (or any successor  national market
          system), the fair market value per Share shall be the closing price on
          such  exchange on the date of grant of the Option,  as reported in The
          Wall Street Journal.

     (b)  Ten Percent  Shareholders.  No Option shall be granted to any Employee
          who, at the date such Option is granted,  owns  (within the meaning of
          Section  424(d) of the Code) more than ten percent  (10%) of the total

                                       5.
combined  voting  power of all  classes of stock of the Company or any
          Parent or  Subsidiary,  unless the exercise price for the Shares to be
          issued pursuant to such Option is at least equal to 110 percent (110%)
          of the fair market  value of such Shares on the grant date  determined
          by the Committee in the manner set forth in subsection (a) above.

     (c)  Consideration.  The  consideration  to be paid for the Optioned Shares
          shall be  payment  in cash or by check  unless  payment  in some other
          manner,  including by promissory  note,  other shares of the Company's
          Common Stock or such other consideration and method of payment for the
          issuance of Optioned Shares as may be permitted under Sections 408 and
          409 of the California  General  Corporation  Law, is authorized by the
          Committee  at the time of the grant of the  Option.  Any cash or other
          property  received by the Company from the sale of Shares  pursuant to
          the Plan shall constitute part of the general assets of the Company.

     9. Exercise of Option.

     (a)  Vesting Period.  Any Option granted  hereunder shall be exercisable at
          such times and under such  conditions  as  determined by the Committee
          and as shall be permissible  under the terms of the Plan,  which shall
          be specified in the Option  Agreement  evidencing the Option.  Options
          granted under the Plan shall vest at a rate of at least twenty percent
          (20%) per year.

     (b)  Exercise  Procedures.  An Option shall be deemed to be exercised  when
          written  notice of such  exercise  has been  given to the  Company  in
          accordance  with the  terms of the  option  agreement  evidencing  the
          Option,  and full  payment  for the Shares  with  respect to which the
          Option is exercised has been received by the Company.

     Pursuant to the terms of the Option  Agreement,  the  Committee may require
that any Option may be exercised  only upon the execution of a Restricted  Stock
Transfer Agreement (the "Transfer Agreement") which gives the Company a right of
first  refusal in the Option  Shares at the per share  price at which the Option
Shares  are  proposed  to be  transferred.  The  right  of first  refusal  shall
terminate on the effective date of a firm commitment public offering pursuant to
the  Securities  Act of 1933,  as  amended,  covering  the offer and sale of the
Company's  Common Stock for the account of the Company.  The Transfer  Agreement
shall  contain  such  provisions  as the  Committee  may  approve  in  its  sole
discretion.

     An  Option  may  not  be  exercised  for  fractional  shares.  As  soon  as
practicable  following  the exercise of an Option in the manner set forth above,
the Company shall issue or cause its transfer agent to issue stock  certificates
representing the Shares purchased. Until the issuance of such stock certificates
(as evidenced by the appropriate  entry on the books of the Company or of a duly
authorized transfer agent of the Company), no right to vote or receive dividends
or any other  rights as a  stockholder  shall exist with respect to the Optioned
Shares  notwithstanding  the exercise of the Option.  No adjustment will be made
for a dividend or other rights for which the record date is prior to the date of
the  transfer  by the  Optionee  of the  consideration  for the  purchase of the
Shares,  except as  provided in Section 11 of the Plan.  After the  Registration
Date,  the exercise of an Option by any person  subject to  short-swing  trading
liability under Section 16(b) of the Exchange Act shall be subject to compliance

                                       6.
with all applicable  requirements of Rule 16b-3(d) or (e) promulgated  under the
Exchange Act.

     (c)  Death of Optionee.  In the event of the death during the Option period
          of an  Optionee  who is at the time of his  death,  or was  within the
          ninety  (90)-day  period  immediately  prior  thereto,  an Employee or
          Non-Employee  Director,  and who was in Continuous  Employment as such
          from the date of the  grant of the  Option  until the date of death or
          termination,  the  Option may be  exercised,  at any time prior to the
          expiration  of the Option  period,  by the  Optionee's  estate or by a
          person who  acquired  the right to  exercise  the Option by bequest or
          inheritance,  but only to the extent of the accrued  right to exercise
          at the time of the termination or death, whichever comes first.

     (d)  Disability  of  Optionee.  In the event of the  disability  during the
          Option period of an Optionee who is at the time of such disability, or
          was within the ninety (90)- day period prior  thereto,  an Employee or
          Non-Employee  Director,  and who was in Continuous  Employment as such
          from the date of the grant of the Option until the date of  disability
          or termination, the Option may be exercised at any time within one (1)
          year following the date of  disability,  but only to the extent of the
          accrued  right  to  exercise  at  the  time  of  the   termination  or
          disability,  whichever  comes first,  subject to the condition that no
          option shall be exercised after the expiration of the Option period.

     (e)  Termination   of  Status  as   Employee,   Non-Employee   Director  or
          Consultant.   If  an  Optionee  shall  cease  to  be  an  Employee  or
          Non-Employee  Director for any reason other than  disability or death,
          or if an Optionee  shall cease to be  Consultant  for any reason,  the
          Optionee  may, but only within  ninety (90) days (or such other period
          of time as is  determined by the  Committee)  after the date he or she
          ceases to be an Employee or Non-  Employee  Director,  exercise his or
          her Option to the extent that he or she was entitled to exercise it at
          the date of such termination,  subject to the condition that no option
          shall be exercisable after the expiration of the Option period.

     (f)  Exercise  of Option  With Stock  After  Registration  Date.  After the
          Registration Date, the Committee may permit an Optionee to exercise an
          Option by  delivering  shares of the Company's  Common  Stock.  If the
          Optionee is so permitted,  the option  agreement  covering such Option
          may include  provisions  authorizing  the  Optionee  to  exercise  the
          Option,  in whole or in part, by: (i)  delivering  whole shares of the
          Company's Common Stock  previously owned by such Optionee  (whether or
          not acquired  through the prior  exercise of a stock option)  having a
          fair  market  value  equal to the  aggregate  exercise  price  for the
          Optioned  Shares  issuable  on  exercise  of the  Option;  and/or (ii)
          directing the Company to withhold from the Shares that would otherwise
          be issued upon  exercise  of the Option  that  number of whole  Shares
          having a fair market value equal to the aggregate  exercise  price for
          the Optioned Shares issuable on exercise of the Option.  Shares of the
          Company's  Common Stock so  delivered  or withheld  shall be valued at
          their  fair  market  value  at the  close  of the  last  business  day
          immediately   preceding  the  date  of  exercise  of  the  Option,  as
          determined  by the  Committee,  in accordance  with the  provisions of
          Section 8(a) of the Plan.  Any balance of the exercise  price shall be

                                       7.
paid in cash. Any shares delivered or withheld in accordance with this
          provision  shall not again become  available  for purposes of the Plan
          and for Options subsequently granted thereunder.

     (g)  Tax  Withholding.  After the  Registration  Date,  when an Optionee is
          required  to  pay  to  the  Company  an  amount  with  respect  to tax
          withholding  obligations in connection  with the exercise of an Option
          granted  under the Plan,  the Optionee may elect prior to the date the
          amount of such  withholding tax is determined (the "Tax Date") to make
          such payment, or such increased payment as the Optionee elects to make
          up to the  maximum  federal,  state  and  local  marginal  tax  rates,
          including any related FICA obligation,  applicable to the Optionee and
          the particular  transaction,  by: (i) delivering cash; (ii) delivering
          part or all of the payment in previously  owned shares of Common Stock
          (whether or not  acquired  through  the prior  exercise of an Option);
          and/or (iii)  irrevocably  directing  the Company to withhold from the
          Shares that would otherwise be issued upon exercise of the Option that
          number of whole Shares  having a fair market value equal to the amount
          of tax required or elected to be withheld (a "Withholding  Election").
          If an Optionee's Tax Date is deferred  beyond the date of exercise and
          the Optionee makes a Withholding Election, the Optionee will initially
          receive the full amount of Optioned  Shares  otherwise  issuable  upon
          exercise  of the  Option,  but will be  unconditionally  obligated  to
          surrender  to the  Company  on the  Tax  Date  the  number  of  Shares
          necessary to satisfy his or her minimum withholding  requirements,  or
          such  higher  payment  as he or she may have  elected  to  make,  with
          adjustments to be made in cash after the Tax Date.

     Any  withholding  of  Optioned  Shares  with  respect  to taxes  arising in
connection  with the exercise of an Option by any person  subject to short-swing
trading  liability  under  Section  16(b) of the Exchange Act shall  satisfy the
following conditions:

          (i)  An advance election to withhold  Optioned Shares in settlement of
               a  tax   liability   must  satisfy  the   requirements   of  Rule
               16b-3(d)(1)(i), regarding participant-directed transactions;

          (ii) Absent such an election,  the  withholding of Optioned  Shares to
               settle a tax liability may occur only during the quarterly window
               period described in Rule 16b-3(e);

          (iii)Absent an advance  election  or  window-period  withholding,  the
               Optionee  may deliver  shares of Common  Stock owned prior to the
               exercise  of an  Option to settle a tax  liability  arising  upon
               exercise of the Option, in accordance with Rule 16b-3(f); or

          (iv) The delivery of previously  acquired  shares of Common Stock (but
               not the  withholding  of newly  acquired  Shares) will be allowed
               where an election under Section 83(b) of the Code accelerates the
               Tax Date to a day that occurs less than six (6) months  after the
               advance  election and is not within the  quarterly  window period
               described in Rule 16b-3(e).

     Any adverse consequences incurred by an Optionee with respect to the use of
shares of Common  Stock to pay any part of the  exercise  price or of any tax in
connection  with the exercise of an Option,  including  without  limitation  any

                                       8.
adverse  tax  consequences  arising as a result of a  disqualifying  disposition
within the meaning of Section  422 of the Code shall be the sole  responsibility
of the Optionee.  Shares  withheld in accordance  with this provision  shall not
again become  available  for  purposes of the Plan and for Options  subsequently
granted thereunder.

     10.  Non-Transferability  of Options.  An Option may not be sold,  pledged,
assigned,  hypothecated,  transferred or disposed of in any manner other than by
will or by the laws of descent and distribution and may be exercised, during the
lifetime of the Optionee, only by the Optionee.

     11.  Adjustments  Upon Changes in  Capitalization.  Subject to any required
action by the shareholders of the Company, the number of Optioned Shares covered
by each  outstanding  Option,  and the per  share  exercise  price of each  such
Option,  shall be  proportionately  adjusted for any increase or decrease in the
number of issued shares of Common Stock  resulting  from a stock split,  reverse
stock split, recapitalization,  combination,  reclassification, the payment of a
stock  dividend  on the Common  Stock or any other  increase  or decrease in the
number of such shares of Common Stock effected  without receipt of consideration
by the Company; provided, however, that conversion of any convertible securities
of the Company  shall not be deemed to have been  "effected  without  receipt of
consideration".  Such adjustment shall be made by the Board, whose determination
in that  respect  shall be final,  binding and  conclusive.  Except as expressly
provided  herein,  no issue by the  Company of shares of stock of any class,  or
securities  convertible into shares of stock of any class,  shall affect, and no
adjustment by reason  thereof shall be made with respect to, the number or price
of shares of Common Stock subject to an Option.

     The  Committee  may,  if it so  determines  in the  exercise  of  its  sole
discretion,  also make provision for adjusting the number or class of securities
covered by any Option,  as well as the price to be paid  therefor,  in the event
that the Company effects one or more reorganizations,  recapitalizations, rights
offerings,  or other increases or reductions of shares of its outstanding Common
Stock,  and in the event of the Company being  consolidated  with or merged into
any other corporation.

     Unless  otherwise   determined  by  the  Board,  upon  the  dissolution  or
liquidation  of the Company the Options  granted under the Plan shall  terminate
and thereupon  become null and void.  The Optionee  shall be given not less than
ten (10)  days  notice  of such  event  and the  opportunity  to  exercise  each
outstanding option before such event is effected.

     Upon any  merger or  consolidation,  if the  Company  is not the  surviving
corporation,  the Options  granted under the Plan shall either be assumed by the
new entity or shall terminate in accordance with the provisions of the preceding
paragraph.

     12. Time of Granting Options.  Unless otherwise specified by the Committee,
the date of grant of an  Option  under  the Plan  shall be the date on which the

                                       9.
Committee  makes  the  determination   granting  such  Option.   Notice  of  the
determination  shall be given to each  Optionee  to whom an Option is so granted
within a reasonable time after the date of such grant.

     13. Amendment and Termination of the Plan. The Board may amend or terminate
the Plan from  time to time in such  respects  as the Board may deem  advisable,
except that,  without  approval of the holders of a majority of the  outstanding
capital  stock no such  revision or amendment  shall change the number of Shares
subject to the Plan,  change the designation of the class of employees  eligible
to receive Options or add any material  benefit to Optionees under the Plan. Any
such  amendment  or  termination  of the Plan shall not affect  Options  already
granted,  and such Options  shall remain in full force and effect as if the Plan
had not been amended or terminated.

     14.  Conditions  Upon  Issuance of Shares.  Shares shall not be issued with
respect to an Option  granted  under the Plan unless the exercise of such Option
and the issuance and delivery of such Shares pursuant  thereto shall comply with
all relevant  provisions of law, including,  without limitation,  the Securities
Act, the Exchange Act, the rules and regulations promulgated thereunder, and the
requirements of any stock exchange upon which the Shares may then be listed, and
shall be further subject to the approval of counsel for the Company with respect
to such compliance. As a condition to the exercise of an Option, the Company may
require the person  exercising  such Option to represent and warrant at the time
of any such exercise that the Shares are being purchased only for investment and
without  any  present  intention  to sell or  distribute  such Shares if, in the
opinion of counsel for the Company,  such a representation is required by any of
the aforementioned relevant provisions of law.

     15. Reservation of Shares. During the term of this Plan the Company will at
all times reserve and keep available the number of Shares as shall be sufficient
to satisfy the requirements of the Plan. Inability of the Company to obtain from
any regulatory body having  jurisdiction  and authority  deemed by the Company's
counsel to be necessary to the lawful issuance and sale of any Shares  hereunder
shall relieve the Company of any liability in respect of the nonissuance or sale
of such  Shares  as to which  such  requisite  authority  shall  not  have  been
obtained.

     16.  Information  to Optionee.  During the term of any Option granted under
the Plan, the Company shall provide or otherwise make available to each Optionee
a copy of its financial statements at least annually.

     17. Option Agreement.  Options granted under the Plan shall be evidenced by
Option Agreements.

     18.  Shareholder  Approval.  The Plan shall be subject to  approval  by the
affirmative  vote of the holders of a majority of the outstanding  capital stock
of the Company  entitled to vote within  twelve (12) months  before or after the
Plan is adopted.  Any option exercised before  shareholder  approval is obtained
must be rescinded if  shareholder  approval is not obtained  within  twelve (12)
months  before or after the Plan is adopted.  Shares issued upon the exercise of
such  options  shall not be counted in  determining  whether  such  approval  is
obtained. Any amendments to the Plan which require shareholder approval shall be

                                      10.
by the affirmative vote of the holders of a majority of the outstanding  capital
stock of the Company entitled to vote.

                                      11.
Exhibit 99.2

                        Form of Nonstatutory Stock Option
THIS  OPTION  HAS BEEN  ISSUED  PURSUANT  TO  EXEMPTIONS  FROM THE  REGISTRATION
REQUIREMENTS  OF THE  SECURITIES  ACT OF 1933,  AS AMENDED  (THE  "ACT").  IT IS
UNLAWFUL TO EXERCISE,  SELL,  PLEDGE OR OTHERWISE DISPOSE OF THIS OPTION, OR ANY
INTEREST THEREIN,  OR RECEIVE ANY CONSIDERATION  THEREFOR,  IN THE ABSENCE OF AN
EFFECTIVE  REGISTRATION  STATEMENT  UNDER THE ACT,  UNLESS  EXEMPTIONS FROM SUCH
REGISTRATION AND QUALIFICATION REQUIREMENTS ARE AVAILABLE.

THIS  OPTION  MAY BE  EXERCISED  ONLY  IN  ACCORDANCE  WITH  THE  TERMS  OF THIS
NONSTATUTORY STOCK OPTION AGREEMENT.

                               -------------------

                             IBEX TECHNOLOGIES, INC.

                       NONSTATUTORY STOCK OPTION AGREEMENT

     Ibex Technologies,  Inc., a California corporation (the "Company"),  hereby
grants to ______________ (the "Optionee"),  an option (the "Option") to purchase
a total of  ___________________  shares of Common  Stock,  no par value,  of the
Company (the "Shares"),  at the per share price (the "Exercise Price") set forth
herein, pursuant to the Company's 1992 Stock Option Plan (the "Plan") and in all
respects subject to the terms,  definitions and provisions of this  Nonstatutory
Stock Option Agreement (the "Agreement") and the Plan.

     1. Nature of the Option.  The Option is intended to be a nonstatutory stock
option and not an incentive  stock  option  within the meaning of Section 422 of
the Internal Revenue Code of 1986, as amended (the "Code").

     2.  Exercise  Price.  The  Exercise  Price  shall be $_____ for each Share,
subject to adjustment as provided in Section 7 below.  The Board of Directors of
the Company  (the  "Board") or a committee of the Board  administering  the Plan
(the "Committee") has determined that $_____ is the fair market value of a share
of common stock of the Company  ("Common  Stock") as of the date of the grant of
this Option.

     3.  Vesting  and  Exercise  of  Option.  The  Option  shall vest and become
exercisable  during its term,  subject to the provisions of Section 7 below,  as
follows:

     (a)  Vesting and Right to Exercise.

          (i)  The Option hereby granted shall vest and become exercisable as to
               one-third (1/3) of the Shares on an annual basis,  commencing one
               year from the date of grant of the Option and annually thereafter
               until all shares have vested.

     Except as otherwise provided herein and subject to the provisions set forth
herein and in the Plan,  the Option may be exercised from time to time, in whole
or in part,  on a cumulative  basis as to all Shares that have vested and become

                                       1.
exercisable in accordance  with this  subsection (i) until the expiration of the
Option in accordance with the provisions of Section 6 below.

          (ii) In the  event  of  the  Optionee's  death,  disability  or  other
               termination of employment, the exercisability of the Option shall
               be governed by Section 6 below.

          (iii) The Option may not be exercised as to fractional shares.

     (b)  Method of Exercise. In order to exercise any portion of this Option as
          to which shares have vested, the Optionee shall execute and deliver to
          the Chief  Financial  Officer of the Company the Notice of Exercise of
          Stock Option in the form attached hereto as Exhibit A and a Restricted
          Stock Transfer Agreement in the form attached hereto as Exhibit B (the
          "Transfer Agreement").  The Transfer Agreement grants to the Company a
          right of first  refusal in the event the Optionee  decides to sell any
          such shares.  The Notice of Exercise and  Transfer  Agreement  must be
          accompanied by payment in full of the aggregate purchase price for the
          Shares to be purchased.  The certificate(s) for the Shares as to which
          the  Option  has been  exercised  shall be  registered  in the name of
          Optionee.  Upon  the  closing  of a firm  commitment  public  offering
          pursuant to an effective  registration  statement filed by the Company
          under the Securities  Act of 1933, as amended,  covering the offer and
          sale of the Company's Common Stock for the account of the Company, the
          Company  may  waive   execution  of  the   Transfer   Agreement  as  a
          prerequisite to exercise of this Option and in any event, any right of
          first refusal with respect to any Shares shall terminate.

     (c)  Restrictions  on  Exercise.  The  Option may not be  exercised  if the
          issuance of the Shares upon such  exercise or the method of payment of
          consideration  for such Shares  would  constitute  a violation  of any
          applicable  Federal  or  state  securities  law  or any  other  law or
          regulation.  As a condition to the exercise of the Option, the Company
          may require the Optionee to make any representation or warranty to the
          Company at the time of  exercise  of the  Option as in the  opinion of
          legal counsel for the Company may be required by any applicable law or
          regulation,  including the  execution  and delivery of an  appropriate
          representation  statement.  The stock  certificate(s)  for the  Shares
          issued  upon  exercise  of the  Option  may bear  appropriate  legends
          restricting transfer.

     (d)  Delivery of Certificates. The Company shall deliver the certificate(s)
          for the  Shares  issued  upon  exercise  of the  Option  as soon as is
          practicable; provided, however, that if any law or regulation requires
          the Company to take any action with respect to such shares  before the
          issuance  thereof,  including,   without  limitation,   actions  taken
          pursuant to Section 6 below,  then the date of delivery of such Shares
          shall be extended for a period necessary to take such action.

     4. Method of Payment.  Payment of the Exercise Price shall be by any of the
following, or a combination thereof, at the election of the Optionee:

     (a)  cash; or,

                                       2.
(b)  certified or bank cashier's check; or,

     (c)  in the event there  exists a public  market for the  Company's  Common
          Stock on the date of exercise, by surrender of shares of the Company's
          Common Stock. In this case payment shall be made as follows:

          (i)  Optionee  shall deliver to the Secretary of the Company a written
               notice  which shall set forth the portion of the  purchase  price
               the Optionee  wishes to pay with Common Stock,  and the number of
               shares of such Common  Stock the  Optionee  intends to  surrender
               pursuant  to  the  exercise  of  this  Option,   which  shall  be
               determined by dividing the aforementioned portion of the purchase
               price by the average of the last  reported  bid and asked  prices
               per share of Common Stock of the Company, as reported in The Wall
               Street Journal (or, if not so reported,  as otherwise reported by
               the  National   Association  of  Securities   Dealers   Automated
               Quotation  (NASDAQ)  System or, in the event the Common  Stock is
               listed  on a  national  securities  exchange,  or on  the  NASDAQ
               National Market System,  NASDAQ Small-Cap Market or any successor
               national market system,  the closing price of Common Stock of the
               Company on such exchange as reported in The Wall Street Journal),
               for the day on which the notice of exercise is sent or delivered;

          (ii) Fractional shares shall be disregarded and the Optionee shall pay
               in cash an amount equal to such fraction  multiplied by the price
               determined under subparagraph (i) above;

          (iii)The written  notice shall be accompanied by a duly endorsed blank
               stock power with respect to the number of Shares set forth in the
               notice, and the certificate(s)  representing said Shares shall be
               delivered to the Company at its  principal  offices  within three
               (3) working days from the date of the notice of exercise;

          (iv) The Optionee  hereby  authorizes and directs the Secretary of the
               Company to  transfer  so many of the Shares  represented  by such
               certificate(s)  as are  necessary  to pay the  purchase  price in
               accordance with the provisions herein;

          (v)  If any such  transfer  of  Shares  requires  the  consent  of the
               California  Commissioner  of Corporations or of some other agency
               under the  securities  laws of any other state,  or an opinion of
               counsel  for the Company or Optionee  that such  transfer  may be
               effected under applicable  Federal and state securities laws, the
               time periods  specified herein shall be extended for such periods
               as the  necessary  request  for  consent to  transfer  is pending
               before  said  Commissioner  or other  agency,  or  until  counsel
               renders such an opinion, as the case may be. All parties agree to
               cooperate  in making such request for  transfer,  or in obtaining
               such  opinion  of  counsel,  and no  transfer  shall be  effected
               without such consent or opinion if required by law; and

          (vi) Notwithstanding  any other  provision  herein or in the Plan, the
               Optionee  shall only be permitted to pay the purchase  price with
               Shares  of the  Company's  Common  Stock  owned  by him as of the

                                       3.
exercise  date in the manner and within the time periods  allowed
               under Rule 16b-3 promulgated under the Securities Exchange Act of
               1934  as  such  regulation  is  presently  constituted,  as it is
               amended  from  time  to  time,  and as it is  interpreted  now or
               hereafter by the Securities and Exchange Commission.

     5.  Non-Transferability  of Option.  The Option may be exercised during the
lifetime of the Optionee only by the Optionee and may not be  transferred in any
manner other than by will or by the laws of descent and distribution.  The terms
of the Option shall be binding  upon the  executors,  administrators,  heirs and
successors of the Optionee.

     6. Term of the Option.  Except as otherwise provided in this Agreement,  to
the extent not  previously  exercised,  the right to exercise  the Option  shall
terminate as follows:

     (a)  Ten Year  Term.  The Option  may not be  exercised  more than ten (10)
          years from the date of grant of the Option,  as set forth  below,  and
          may be exercised during such term only in accordance with the terms of
          this Agreement.

     (b)  Dissolution  or  Liquidation;   Mergers  and  Consolidations.   Unless
          otherwise  determined  by  the  Board  or  the  Committee,   upon  the
          dissolution  or  liquidation  of the  Company,  or  upon  the  sale of
          substantially all of the assets of the Company,  or upon any merger or
          consolidation  if the  Company  is not the  surviving  corporation  as
          defined  in  Section  6(c)  below,  the Option  granted  hereby  shall
          terminate and thereupon become null and void; provided,  however, that
          the Optionee shall be given not less than ten (10) days notice of such
          event and the Optionee may,  within the period between such notice and
          the  effective  date  of  such   dissolution,   liquidation,   merger,
          consolidation,  or sale, exercise up to the unexercised portion of the
          Option in accordance with Sections 3 and 4 hereof to the extent of the
          Optionee's accrued rights. Any exercise of the Option pursuant to this
          Section  6(b)  shall  be  deemed  to  occur  immediately  prior to the
          consummation   of   any   such   dissolution,   liquidation,   merger,
          consolidation or sale.

     (c)  Surviving  Corporation.  The  determination  as to  whether or not the
          Company is the "Surviving  Corporation" in any merger or consolidation
          shall be made on the basis of the  relative  equity  interests  of the
          stockholders   of  the   Company   existing   after  such   merger  or
          consolidation  as follows:  If the holders of the  outstanding  voting
          securities  of the Company prior to such merger or  consolidation  own
          equity securities  possessing more than 50% of the voting power of the
          successor  Company  after  such  merger  or  consolidation,  then  for
          purposes  of  this  Agreement  the  Company  shall  be  the  Surviving
          Corporation.  In  all  other  cases,  the  Company  shall  not  be the
          Surviving Corporation.  In determining the percentage ownership of the
          stockholders of the Company in the successor  corporation  immediately
          following  a  consolidation  or  merger,  securities  which they owned
          immediately  prior to such  consolidation or merger as stockholders of
          another party to the transaction shall be disregarded.

     (d)  Death  of the  Optionee.  In the  event of the  death of the  Optionee
          during the term of the Option, the Option may be exercised at any time

                                       4.
prior  to  the   expiration  of  the  Option  term  as  set  forth  in
          subparagraphs  6(a) and (b) above by the  administrator or executor of
          the  Optionee's  estate  or by a  person  who  acquires  the  right to
          exercise  the Option by bequest or  inheritance;  provided  that,  the
          Option may be  exercised  only to the extent of the  accrued  right to
          exercise at the time of the  termination  of Optionee's  employment or
          status as an  non-employee  director or  Optionee's  death,  whichever
          occurs first.

     (e)  Disability of Optionee. In the event of the disability of the Optionee
          during the term of the Option, the Option may be exercised at any time
          within one (1) year following the date of  disability;  provided that,
          the Option may be exercised only to the extent of the accrued right to
          exercise  at the  time of the  termination  of  Optionee's  status  an
          employee or  non-employee  director or date on which Optionee  becomes
          disabled, whichever occurs first.

     (f)  Termination  of Status as Employee or  Non-Employee  Director.  If the
          Optionee shall cease to be an employee or non-employee director of the
          Company for any reason other than  permanent  and total  disability or
          death,  the Optionee may exercise his or her Option to the extent that
          he or she was entitled to exercise it at the date of such  termination
          at any time within ninety (90) days following the date of termination,
          subject to the  condition  that the Option may not be exercised  after
          the expiration of the Option term.

     (g)  Right of First Refusal.  Upon any exercise of the Option,  the Company
          shall have,  pursuant to the terms of the  Restricted  Stock  Transfer
          Agreement,  a right of first  refusal  with respect to any transfer of
          shares issued upon exercise of the Option.

     7.  Adjustments  Upon  Changes in  Capitalization.  Subject to any required
action by the stockholders of the Company, the number of Shares and the Exercise
Price  shall be  proportionately  adjusted  for any  increase or decrease in the
number of issued shares of common stock  resulting  from a stock split,  reverse
stock split, combination,  reclassification,  the payment of a stock dividend on
the common  stock or any other  increase  or decrease in the number of shares of
common stock of the Company  effected  without receipt of  consideration  by the
Company; provided, however, that conversion of any convertible securities of the
Company  shall  not  be  deemed  to  have  been  "effected  without  receipt  of
consideration."  Such adjustment shall be made by the Board, whose determination
in that  respect  shall be final,  binding and  conclusive.  Except as expressly
provided  herein,  no issue by the  Company of shares of stock of any class,  or
securities  convertible into shares of stock of any class,  shall affect, and no
adjustment by reason  thereof shall be made with respect to the number of Shares
subject to, or the Exercise Price of, this Option.

     The Board may, if it so determines in the exercise of its sole  discretion,
also make provision for adjusting the number of Shares,  as well as the Exercise
Price,  in the  event  that the  Company  effects  one or more  reorganizations,
recapitalizations,  rights offerings, or other increases or reductions of shares
of its  outstanding  common  stock,  and  in the  event  of  the  Company  being
consolidated with or merged into any other corporation.

                                       5.
8.  Rights  of  Shareholder.  The  Optionee  shall  have  no  rights  as  a
shareholder  with  respect to the Shares  until the date of the  issuance or the
transfer to the  Optionee of the  certificate(s)  for such Shares and only after
the Exercise Price for such Shares has been paid in full.

     9. Not Employment Contract.  Nothing in this Agreement or in the Plan shall
confer upon the  Optionee  any right to continue in the employ of the Company or
shall interfere with or restrict in any way the rights of the Company, which are
hereby expressly reserved,  to discharge the Optionee at any time for any reason
whatsoever,  with or without cause, subject to the provisions of applicable law.
This is not an employment contract.

     10. Income Tax Withholding. The Optionee authorizes the Company to withhold
in accordance  with applicable law from any  compensation  payable to him or her
any taxes required to be withheld by Federal, state or local laws as a result of
the exercise of this Option. Furthermore, in the event of any determination that
the Company has failed to withhold a sum sufficient to pay all withholding taxes
due in connection  with the exercise of this Option,  the Optionee agrees to pay
the  Company  the amount of such  deficiency  in cash within five (5) days after
receiving a written demand from the Company to do so, whether or not Optionee is
an employee or director of the Company at that time.

     11. Agreement  Subject to Plan. This Agreement is made under the provisions
of the Plan and shall be interpreted in a manner  consistent  with the Plan. Any
provision of this  Agreement  inconsistent  with the Plan shall be superseded by
and  governed by the Plan.  A copy of the Plan shall be provided to the Optionee
with this Agreement or Plan.

DATE OF GRANT:  ______________

                                                     IBEX TECHNOLOGIES, INC.

                                                     By: ____________________ 
                                                         Ney Grant, President

                                       6.
The  Optionee  acknowledges  receipt  of the Stock  Option  Agreement,  the
Restricted  Stock  Transfer  Agreement  and the 1992 Stock Option Plan  attached
hereto and  represents  that he or she is familiar with the terms and provisions
thereof,  and  hereby  accepts  the  Option  subject  to all of  the  terms  and
provisions thereof. The Optionee hereby agrees to accept as binding,  conclusive
and final all  decisions  or  interpretations  of the  Board of  Directors  or a
committee  of the  Board  of  Directors  of Ibex  Technologies,  Inc.  upon  any
questions arising under such Agreement.

Dated:  _______________

                                                     OPTIONEE:

                                                     ---------------------------

                                CONSENT OF SPOUSE

     I,  ___________________________,  spouse of the  Optionee  who executed the
foregoing attached hereto,  hereby agree that my spouse's interest in the shares
of common stock of Ibex  Technologies,  Inc.  subject to said Agreement shall be
irrevocably  bound by the Agreement's and the Plan's terms. I agree to accept as
binding,  conclusive and final all decisions or  interpretations of the Board of
Directors of Ibex  Technologies,  Inc. (or a duly authorized  committee thereof)
upon any questions arising under such Agreement or Plan. I further agree that my
community  property interest in such shares, if any, shall similarly be bound by
said  Agreement  and Plan and that such  consent is binding  upon my  executors,
administrators, heirs and assigns. I agree to execute and deliver such documents
as may be necessary to carry out the intent of said  Agreement and Plan and this
consent.

Dated:  ____________

                                                ----------------------------
                                                Signature

                                                Print Name

                                       7.
EXHIBIT A

TO:               Ibex Technologies, Inc.
                  4921 Robert J. Mathews Parkway
                  El Dorado Hills, California  94762
                  ATTN:  Ney Grant

SUBJECT:          NOTICE OF EXERCISE OF STOCK OPTION

                  With  respect to the stock option  granted to the  undersigned
pursuant to the Ibex  Technologies,  Inc. (the "Company") 1992 Stock Option Plan
on ______________,  19__, to purchase an aggregate of ________________ shares of
the Company's Common Stock, this is official notice that the undersigned  hereby
elects to exercise such option to purchase shares as
follows:
                  NUMBER OF SHARES:                  ___________________________

                  DATE OF PURCHASE:                  ___________________________

                  MODE OF PAYMENT:                   ___________________________
                                                     (Certified check or cash)

                  The shares should be issued as follows:

                  NAME:             _____________________________________

                  ADDRESS:          _____________________________________
                                    
                                    _____________________________________

                  Signed:           _____________________________________

                  Dated:            _____________________________________

                     Please send this notice of exercise to:

                             Ibex Technologies, Inc.
                         4921 Robert J. Mathews Parkway
                        El Dorado Hills, California 94762
                                 ATTN: Ney Grant

                                       8.
Exhibit 99.3

                         Form of Incentive Stock Option
THIS  OPTION  HAS BEEN  ISSUED  PURSUANT  TO  EXEMPTIONS  FROM THE  REGISTRATION
REQUIREMENTS  OF THE  SECURITIES  ACT OF 1933,  AS AMENDED  (THE  "ACT").  IT IS
UNLAWFUL TO EXERCISE,  SELL,  PLEDGE OR OTHERWISE DISPOSE OF THIS OPTION, OR ANY
INTEREST THEREIN,  OR RECEIVE ANY CONSIDERATION  THEREFOR,  IN THE ABSENCE OF AN
EFFECTIVE  REGISTRATION  STATEMENT  UNDER THE ACT,  UNLESS  EXEMPTIONS FROM SUCH
REGISTRATION AND QUALIFICATION REQUIREMENTS ARE AVAILABLE.

THIS OPTION MAY BE  EXERCISED  ONLY IN  ACCORDANCE  WITH THE TERMS OF THIS STOCK
OPTION AGREEMENT.
                               -------------------

                             IBEX TECHNOLOGIES, INC.

                        INCENTIVE STOCK OPTION AGREEMENT

     Ibex Technologies,  Inc., a California corporation (the "Company"),  hereby
grants to ______________ (the "Optionee"),  an option (the "Option") to purchase
a total of  ___________________  shares of Common  Stock,  no par value,  of the
Company (the "Shares"),  at the per share price (the "Exercise Price") set forth
herein, pursuant to the Company's 1992 Stock Option Plan (the "Plan") and in all
respects  subject to the terms,  definitions and provisions of this Stock Option
Agreement (the "Agreement") and the Plan.

     1. Nature of the Option.  The Option is intended to be an  incentive  stock
option  within the meaning of Section 422 of the Internal  Revenue Code of 1986,
as amended (the "Code").

     2.  Exercise  Price.  The  Exercise  Price  shall be $_____ for each Share,
subject to adjustment as provided in Section 7 below.  The Board of Directors of
the Company  (the  "Board") or a committee of the Board  administering  the Plan
(the "Committee") has determined that $_____ is the fair market value of a share
of common stock of the Company  ("Common  Stock") as of the date of the grant of
this Option.

     3.  Vesting  and  Exercise  of  Option.  The  Option  shall vest and become
exercisable  during its term,  subject to the provisions of Section 7 below,  as
follows:

     (a)  Vesting and Right to Exercise.

          (i)  The Option hereby  granted shall vest and become  exercisable  as
               follows:

         Vested Shares                               Vesting Date

         _____________                               ____________
 
         _____________                               ____________
 

                                       1.
Except as  otherwise  provided  herein and subject to the  provisions  set forth
herein and in the Plan,  the Option may be exercised from time to time, in whole
or in part,  on a cumulative  basis as to all Shares that have vested and become
exercisable in accordance  with this  subsection (i) until the expiration of the
Option in accordance with the provisions of Section 6 below.

          (ii) In the  event  of  the  Optionee's  death,  disability  or  other
               termination of employment, the exercisability of the Option shall
               be governed by Section 6 below.

          (iii) The Option may not be exercised as to fractional shares.

     (b)  Method of Exercise. In order to exercise any portion of this Option as
          to which shares have vested, the Optionee shall execute and deliver to
          the Chief  Financial  Officer of the Company the Notice of Exercise of
          Stock Option in the form attached hereto as Exhibit A and a Restricted
          Stock Transfer Agreement in the form attached hereto as Exhibit B (the
          "Transfer Agreement").  The Transfer Agreement grants to the Company a
          right of first  refusal in the event the Optionee  decides to sell any
          such shares.  The Notice of Exercise and  Transfer  Agreement  must be
          accompanied by payment in full of the aggregate purchase price for the
          Shares to be purchased.  The certificate(s) for the Shares as to which
          the  Option  has been  exercised  shall be  registered  in the name of
          Optionee.  Upon  the  closing  of a firm  commitment  public  offering
          pursuant to an effective  registration  statement filed by the Company
          under the Securities  Act of 1933, as amended,  covering the offer and
          sale of the Company's Common Stock for the account of the Company, the
          Company  may  waive   execution  of  the   Transfer   Agreement  as  a
          prerequisite to exercise of this Option and in any event, any right of
          first refusal with respect to any Shares shall terminate.

     (c)  Restrictions  on  Exercise.  The  Option may not be  exercised  if the
          issuance of the Shares upon such  exercise or the method of payment of
          consideration  for such Shares  would  constitute  a violation  of any
          applicable  Federal  or  state  securities  law  or any  other  law or
          regulation.  As a condition to the exercise of the Option, the Company
          may require the Optionee to make any representation or warranty to the
          Company at the time of  exercise  of the  Option as in the  opinion of
          legal counsel for the Company may be required by any applicable law or
          regulation,  including the  execution  and delivery of an  appropriate
          representation  statement.  The stock  certificate(s)  for the  Shares
          issued  upon  exercise  of the  Option  may bear  appropriate  legends
          restricting transfer.

     (d)  Delivery of Certificates. The Company shall deliver the certificate(s)
          for the  Shares  issued  upon  exercise  of the  Option  as soon as is
          practicable; provided, however, that if any law or regulation requires
          the Company to take any action with respect to such shares  before the
          issuance  thereof,  including,   without  limitation,   actions  taken
          pursuant to Section 7 below,  then the date of delivery of such Shares
          shall be extended for a period necessary to take such action.

                                       2.
4. Method of Payment.  Payment of the Exercise Price shall be by any of the
following, or a combination thereof, at the election of the Optionee:

     (a)  cash; or,

     (b)  certified or bank cashier's check; or,

     (c)  in the event there  exists a public  market for the  Company's  Common
          Stock on the date of exercise, by surrender of shares of the Company's
          Common Stock, provided that if such shares were acquired upon exercise
          of an incentive  stock option,  the Optionee must have first satisfied
          the holding period  requirements  under Section 422(a)(1) of the Code.
          In this case payment shall be made as follows:

          (i)  Optionee  shall deliver to the Secretary of the Company a written
               notice  which shall set forth the portion of the  purchase  price
               the Optionee  wishes to pay with Common Stock,  and the number of
               shares of such Common  Stock the  Optionee  intends to  surrender
               pursuant  to  the  exercise  of  this  Option,   which  shall  be
               determined by dividing the aforementioned portion of the purchase
               price by the average of the last  reported  bid and asked  prices
               per share of Common Stock of the Company, as reported in The Wall
               Street Journal (or, if not so reported,  as otherwise reported by
               the  National   Association  of  Securities   Dealers   Automated
               Quotation  (NASDAQ)  System or, in the event the Common  Stock is
               listed  on a  national  securities  exchange,  or on  the  NASDAQ
               National Market System,  NASDAQ Small-Cap Market or any successor
               national market system,  the closing price of Common Stock of the
               Company on such exchange as reported in The Wall Street Journal),
               for the day on which the notice of exercise is sent or delivered;

          (ii) Fractional shares shall be disregarded and the Optionee shall pay
               in cash an amount equal to such fraction  multiplied by the price
               determined under subparagraph (i) above;

          (iii)The written  notice shall be accompanied by a duly endorsed blank
               stock power with respect to the number of Shares set forth in the
               notice, and the certificate(s)  representing said Shares shall be
               delivered to the Company at its  principal  offices  within three
               (3) working days from the date of the notice of exercise;

          (iv) The Optionee  hereby  authorizes and directs the Secretary of the
               Company to  transfer  so many of the Shares  represented  by such
               certificate(s)  as are  necessary  to pay the  purchase  price in
               accordance with the provisions herein;

          (v)  If any such  transfer  of  Shares  requires  the  consent  of the
               California  Commissioner  of Corporations or of some other agency
               under the  securities  laws of any other state,  or an opinion of
               counsel  for the Company or Optionee  that such  transfer  may be
               effected under applicable  Federal and state securities laws, the
               time periods  specified herein shall be extended for such periods
               as the  necessary  request  for  consent to  transfer  is pending
               before  said  Commissioner  or other  agency,  or  until  counsel

                                       3.
renders such an opinion, as the case may be. All parties agree to
               cooperate  in making such request for  transfer,  or in obtaining
               such  opinion  of  counsel,  and no  transfer  shall be  effected
               without such consent or opinion if required by law; and

          (vi) Notwithstanding  any other  provision  herein or in the Plan, the
               Optionee  shall only be permitted to pay the purchase  price with
               Shares  of the  Company's  Common  Stock  owned  by him as of the
               exercise  date in the manner and within the time periods  allowed
               under Rule 16b-3 promulgated under the Securities Exchange Act of
               1934  as  such  regulation  is  presently  constituted,  as it is
               amended  from  time  to  time,  and as it is  interpreted  now or
               hereafter by the Securities and Exchange Commission.

     5.  Non-Transferability  of Option.  The Option may be exercised during the
lifetime of the Optionee only by the Optionee and may not be  transferred in any
manner other than by will or by the laws of descent and distribution.  The terms
of the Option shall be binding  upon the  executors,  administrators,  heirs and
successors of the Optionee.

     6. Term of the Option.  Except as otherwise provided in this Agreement,  to
the extent not  previously  exercised,  the right to exercise  the Option  shall
terminate as follows:

     (a)  Ten Year  Term.  The Option  may not be  exercised  more than ten (10)
          years from the date of grant of the Option,  as set forth  below,  and
          may be exercised during such term only in accordance with the terms of
          this Agreement.

     (b)  Dissolution  or  Liquidation;   Mergers  and  Consolidations.   Unless
          otherwise  determined  by  the  Board  or  the  Committee,   upon  the
          dissolution  or  liquidation  of the  Company,  or  upon  the  sale of
          substantially all of the assets of the Company,  or upon any merger or
          consolidation  if the  Company  is not the  surviving  corporation  as
          defined  in  Section  6(c)  below,  the Option  granted  hereby  shall
          terminate and thereupon become null and void; provided,  however, that
          the Optionee shall be given not less than ten (10) days notice of such
          event and the Optionee may,  within the period between such notice and
          the  effective  date  of  such   dissolution,   liquidation,   merger,
          consolidation,  or sale, exercise up to the unexercised portion of the
          Option in accordance with Sections 3 and 4 hereof to the extent of the
          Optionee's accrued rights. Any exercise of the Option pursuant to this
          Section  6(b)  shall  be  deemed  to  occur  immediately  prior to the
          consummation   of   any   such   dissolution,   liquidation,   merger,
          consolidation or sale.

     (c)  Surviving  Corporation.  The  determination  as to  whether or not the
          Company is the "Surviving  Corporation" in any merger or consolidation
          shall be made on the basis of the  relative  equity  interests  of the
          stockholders   of  the   Company   existing   after  such   merger  or
          consolidation  as follows:  If the holders of the  outstanding  voting
          securities  of the Company prior to such merger or  consolidation  own
          equity securities  possessing more than 50% of the voting power of the
          successor  Company  after  such  merger  or  consolidation,  then  for
          purposes  of  this  Agreement  the  Company  shall  be  the  Surviving
          Corporation.  In  all  other  cases,  the  Company  shall  not  be the
          Surviving Corporation.  In determining the percentage ownership of the
          stockholders of the Company in the successor  corporation  immediately
          following  a  consolidation  or  merger,  securities  which they owned

                                       4.
immediately  prior to such  consolidation or merger as stockholders of
          another party to the transaction shall be disregarded.

     (d)  Death  of the  Optionee.  In the  event of the  death of the  Optionee
          during the term of the Option, the Option may be exercised at any time
          prior  to  the   expiration  of  the  Option  term  as  set  forth  in
          subparagraphs  6(a) and (b) above by the  administrator or executor of
          the  Optionee's  estate  or by a  person  who  acquires  the  right to
          exercise  the Option by bequest or  inheritance;  provided  that,  the
          Option may be  exercised  only to the extent of the  accrued  right to
          exercise at the time of the  termination  of Optionee's  employment or
          status as an  non-employee  director or  Optionee's  death,  whichever
          occurs first.

     (e)  Disability of Optionee. In the event of the disability of the Optionee
          during the term of the Option, the Option may be exercised at any time
          within one (1) year following the date of  disability;  provided that,
          the Option may be exercised only to the extent of the accrued right to
          exercise  at the  time of the  termination  of  Optionee's  status  an
          employee or  non-employee  director or date on which Optionee  becomes
          disabled, whichever occurs first.

     (f)  Termination  of Status as Employee or  Non-Employee  Director.  If the
          Optionee shall cease to be an employee or non-employee director of the
          Company for any reason other than  permanent  and total  disability or
          death,  the Optionee may exercise his or her Option to the extent that
          he or she was entitled to exercise it at the date of such  termination
          at any time within ninety (90) days following the date of termination,
          subject to the  condition  that the Option may not be exercised  after
          the expiration of the Option term.

     (g)  Right of First Refusal.  Upon any exercise of the Option,  the Company
          shall have,  pursuant to the terms of the  Restricted  Stock  Transfer
          Agreement,  a right of first  refusal  with respect to any transfer of
          shares issued upon exercise of the Option.

     7.  Adjustments  Upon  Changes in  Capitalization.  Subject to any required
action by the stockholders of the Company, the number of Shares and the Exercise
Price  shall be  proportionately  adjusted  for any  increase or decrease in the
number of issued shares of common stock  resulting  from a stock split,  reverse
stock split, combination,  reclassification,  the payment of a stock dividend on
the common  stock or any other  increase  or decrease in the number of shares of
common stock of the Company  effected  without receipt of  consideration  by the
Company; provided, however, that conversion of any convertible securities of the
Company  shall  not  be  deemed  to  have  been  "effected  without  receipt  of
consideration."  Such adjustment shall be made by the Board, whose determination
in that  respect  shall be final,  binding and  conclusive.  Except as expressly
provided  herein,  no issue by the  Company of shares of stock of any class,  or
securities  convertible into shares of stock of any class,  shall affect, and no
adjustment by reason  thereof shall be made with respect to the number of Shares
subject to, or the Exercise Price of, this Option.

     The Board may, if it so determines in the exercise of its sole  discretion,
also make provision for adjusting the number of Shares,  as well as the Exercise

                                       5.
Price,  in the  event  that the  Company  effects  one or more  reorganizations,
recapitalizations,  rights offerings, or other increases or reductions of shares
of its  outstanding  common  stock,  and  in the  event  of  the  Company  being
consolidated with or merged into any other corporation.

     8.  Rights  of  Shareholder.  The  Optionee  shall  have  no  rights  as  a
shareholder  with  respect to the Shares  until the date of the  issuance or the
transfer to the  Optionee of the  certificate(s)  for such Shares and only after
the Exercise Price for such Shares has been paid in full.

     9. Not Employment Contract.  Nothing in this Agreement or in the Plan shall
confer upon the  Optionee  any right to continue in the employ of the Company or
shall interfere with or restrict in any way the rights of the Company, which are
hereby expressly reserved,  to discharge the Optionee at any time for any reason
whatsoever,  with or without cause, subject to the provisions of applicable law.
This is not an employment contract.

     10. Income Tax Withholding. The Optionee authorizes the Company to withhold
in accordance  with applicable law from any  compensation  payable to him or her
any taxes required to be withheld by Federal, state or local laws as a result of
the  exercise  of this  Option.  The  Optionee  agrees  to  notify  the  Company
immediately in the event of any disqualifying disposition (within the meaning of
Section 421(b) of the Code) of the shares acquired upon exercise of an incentive
stock option.  Furthermore,  in the event of any determination  that the Company
has failed to  withhold a sum  sufficient  to pay all  withholding  taxes due in
connection with the exercise of this Option,  or a disqualifying  disposition of
the shares  acquired  upon exercise of an incentive  stock option,  the Optionee
agrees to pay the Company the amount of such  deficiency in cash within five (5)
days after  receiving a written demand from the Company to do so, whether or not
Optionee is an employee or director of the Company at that time.

     11. Agreement  Subject to Plan. This Agreement is made under the provisions
of the Plan and shall be interpreted in a manner  consistent  with the Plan. Any
provision of this  Agreement  inconsistent  with the Plan shall be superseded by
and  governed by the Plan.  A copy of the Plan shall be provided to the Optionee
with this Agreement.

DATE OF GRANT:  ______________

                                         IBEX TECHNOLOGIES, INC.

                                         By: ____________________ 
                                             Ney Grant, President

                                       6.
The  Optionee  acknowledges  receipt  of the Stock  Option  Agreement,  the
Restricted  Stock  Transfer  Agreement  and the 1992 Stock Option Plan  attached
hereto and  represents  that he or she is familiar with the terms and provisions
thereof,  and  hereby  accepts  the  Option  subject  to all of  the  terms  and
provisions thereof. The Optionee hereby agrees to accept as binding,  conclusive
and final all  decisions  or  interpretations  of the  Board of  Directors  or a
committee  of the  Board  of  Directors  of Ibex  Technologies,  Inc.  upon  any
questions arising under such Agreement or Plan.

Dated:  _______________

                                                     OPTIONEE:

                                                     ---------------------------

                                CONSENT OF SPOUSE

     I,  ___________________________,  spouse of the  Optionee  who executed the
foregoing attached hereto,  hereby agree that my spouse's interest in the shares
of common stock of Ibex  Technologies,  Inc.  subject to said Agreement shall be
irrevocably  bound by the Agreement's and the Plan's terms. I agree to accept as
binding,  conclusive and final all decisions or  interpretations of the Board of
Directors of Ibex  Technologies,  Inc. (or a duly authorized  committee thereof)
upon any questions arising under such Agreement or Plan. I further agree that my
community  property interest in such shares, if any, shall similarly be bound by
said  Agreement  and Plan and that such  consent is binding  upon my  executors,
administrators, heirs and assigns. I agree to execute and deliver such documents
as may be necessary to carry out the intent of said  Agreement and Plan and this
consent.

Dated:  ____________

                                         ----------------------------
                                         Signature

                                         Print Name

                                       7.
EXHIBIT A

TO:               Ibex Technologies, Inc.
                  4921 Robert J. Mathews Parkway
                  El Dorado Hills, California  95762
                  ATTN:  Ney Grant

SUBJECT:          NOTICE OF EXERCISE OF STOCK OPTION

                  With  respect to the stock option  granted to the  undersigned
pursuant to the Ibex  Technologies,  Inc. (the "Company") 1992 Stock Option Plan
on ______________,  19__, to purchase an aggregate of ________________ shares of
the Company's Common Stock, this is official notice that the undersigned  hereby
elects to exercise such option to purchase shares as
follows:

                  NUMBER OF SHARES:                  ___________________________

                  DATE OF PURCHASE:                  ___________________________

                  MODE OF PAYMENT:                   ___________________________
                                                     (Certified check or cash)

                  The shares should be issued as follows:

                  NAME:             _____________________________________

                  ADDRESS:          _____________________________________
                                     
                                    _____________________________________

                  Signed:           _____________________________________

                  Dated:            _____________________________________

                  Please send this notice of exercise to:

                             Ibex Technologies, Inc.
                         4921 Robert J. Mathews Parkway
                        El Dorado Hills, California 95672
                                 ATTN: Ney Grant

                                       8.
Exhibit 99.4

                       Form of Option Assumption Agreement
[CASTELLE LETTERHEAD]

January __, 1997

Dear 1~:

     You previously were granted an option to purchase shares of common stock of
Ibex Technologies,  Inc. ("Ibex") (hereinafter,  your "Ibex Option"). As you are
aware, Ibex entered into an Agreement and Plan of  Reorganization,  dated August
22,  1996  (the   "Reorganization   Agreement")  with  Castelle,   a  California
corporation  ("Castelle"),  whereby Ibex and  Castelle  would merge and Castelle
would be the surviving  corporation  (the  "Merger").  The effective time of the
Merger  described  in the  Reorganization  Agreement  was November 20, 1996 (the
"Effective Time").

     Your original Ibex Option dated 2~had the following terms:

                  Number of shares:                    3~
                  Exercise price per share:            4~ per share

     Pursuant  to  the  Merger,   at  the  Effective  Time  each  unexpired  and
unexercised  Ibex Option was assumed by Castelle and deemed to be  automatically
converted into an option to purchase shares of Castelle  common stock,  adjusted
for the "Exchange  Ratio." The Exchange Ratio represents the number of shares of
Castelle  stock  exchanged  for Ibex  stock.  Here  the  Exchange  Ratio  equals
4.0297965.  This means that each  former  Ibex  shareholder  received  4.0297965
shares of Castelle  stock for each 1 share of Ibex common stock.  Each option to
purchase  Ibex  common  stock  has  been  similarly  adjusted.  In  making  this
adjustment, the adjusted number of shares will be rounded down to the next whole
share,  and the  adjusted  exercise  price  will be rounded up to the next whole
cent, both to the extent necessary.

     Accordingly,  your  adjusted  Ibex  Option  dated 2~ now has the  following
terms:

                  Adjusted number of shares:            5~
                  Adjusted exercise price per share:    6~ per share

     Note that,  except for rounding  differences,  the total  exercise price of
your Ibex Option (the  exercise  price per share times the number of shares) has
remained the same.
All of the remaining  terms and  conditions of your Ibex Option will remain
the same.  You have not lost any  vesting  credit for the  period  you  rendered
services  to Ibex,  and you will  continue to vest in your option for so long as
you render  services to Castelle.  However,  neither the assumption of your Ibex
Option nor this letter  explaining  such assumption is intended to constitute an
employment contract or agreement,  and neither should be interpreted to prohibit
either you or Castelle from  terminating  your  employment at any time,  with or
without cause.

     You will not be issued a new option agreement for your assumed Ibex Option;
by signing  this  letter you will  acknowledge  the terms of your  assumed  Ibex
Option as described herein.

     We  believe  that the  merger of Ibex and  Castelle  presents  an  exciting
opportunity  for both  companies.  The  conversion  of Ibex  Options to purchase
shares of Castelle  common  stock  allows you to  participate  in the  financial
rewards of this new joint  enterprise.  If you have any questions  regarding the
conversion  of Ibex  Options,  please  contact  Randall  I.  Bambrough  at (408)
496-0474.

     Please sign the  enclosed  copy of this letter and return it to Castelle by
January __, 1997.

Sincerely,

Randall I. Bambrough
Chief Financial Officer

Agreed and accepted by:

--------------------------------
1~, Optionee

                                       2.