FORM OF STOCK OPTION AGREEMENT OF 2003 EQUITY INCENTIVE PLAN

EXHIBIT 10.12

OPTION CERTIFICATE NO:

STOCK OPTION AGREEMENT

OF

SILICON MOUNTAIN MEMORY INCORPORATED

      Silicon Mountain Memory Incorporated , (the “Company”), desiring to afford an opportunity to the Option Holder named below to purchase certain shares of the Company’s common stock, $.01 (one cent) par value, to provide the Option Holder with an added incentive as an employee of the Company, hereby grants to the Option Holder, and the Option Holder hereby accepts, an option to purchase the number of such shares specified below, during a term ending at midnight (prevailing local time at the Company’s principal offices) on the expiration date of this Option specified below (“Option Period”), at the option exercise price specified below, which is the Fair Market Value per share of the Company common shares on the date of this Agreement, subject to and upon the following terms and conditions:

1.

IDENTIFYING PROVISIONS:

               As used in this Option Agreement, the following terms shall have the following respective meanings:

	a.		Option Holder:
	b.		Date of Grant:
	c.		Number of Shares Optioned:
	d.		Option Exercise Price Per Share:
	e.		Expiration Date:

CHECK ONE:

	o		This Option is intended to be and shall be treated as an incentive stock option under Section 422 of the Internal Revenue Code.
	o		This Option is not intended to be and shall not be treated as an incentive stock option under Section 422 of the Internal Revenue Code.

Form of Stock Option Agreement for 2003 Equity Incentive Plan

	2.		VESTING SCHEDULE AND FORFEITURE
			This Option shall become exercisable in installments as follows:
	3.		RESTRICTIONS ON TRANSFERABILITY OF OPTION

               This Option may not be assigned or transferred by the Option Holder other than by will or the laws of descent and distribution and may be exercised during the Option Holder’s lifetime only by the Option Holder or the Option Holder’s guardian or legal representative. Except as otherwise provided herein, the Option and all rights granted under this Agreement shall not be transferred, assigned, pledged, or hypothecated in any way (whether by operation of law or otherwise), and shall not be subject to execution, levy, garnishment, attachment, pledge, bankruptcy, or similar process. Upon any such attempt to transfer, assign, pledge, hypothecate, or otherwise dispose of such option or of such rights contrary to the provisions in this Agreement, or upon the levy of any attachment or similar process upon such rights, such Option and such rights shall immediately become null and void.

4.

REQUIREMENTS BY LAW

               By accepting this Option, the Option Holder represents and agrees for himself or herself and his or her transferees by will or the laws of descent and distribution that, unless a registration statement under the Securities Act of 1933 is in effect as to shares purchased upon any