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                                                                    EXHIBIT 10.1


                            VIANET TECHNOLOGIES, INC.

                            1999 STOCK INCENTIVE PLAN

o Purpose

         The purpose of this 1999 Stock Incentive Plan (the "Plan") of Vianet
Technologies, Inc., a Nevada corporation (the "Company"), is to advance the
interests of the Company's stockholders by enhancing the Company's ability to
attract, retain and motivate persons who make (or are expected to make)
important contributions to the Company by providing such persons with equity
ownership opportunities and performance-based incentives and thereby better
aligning the interests of such persons with those of the Company's stockholders.
Except where the context otherwise requires, the term "Company" shall include
any of the Company's present or future subsidiary corporations as defined in
Section 424(f) of the Internal Revenue Code of 1986, as amended, and any
regulations promulgated thereunder (the "Code") and any other business venture
(including, without limitation, joint venture or limited liability company) in
which the Company has a significant interest, as determined by the Board of
Directors of the Company (the "Board").

o Eligibility

         All of the Company's employees, officers, directors, consultants and
advisors (and any individuals who have accepted an offer for employment) are
eligible to be granted options, restricted stock awards, or other stock-based
awards (each, an "Award") under the Plan. Each person who has been granted an
Award under the Plan shall be deemed a "Participant".

o Administration, Delegation

1. Administration by Board of Directors. The Plan will be administered by the
Board. The Board shall have authority to grant Awards and to adopt, amend and
repeal such administrative rules, guidelines and practices relating to the Plan
as it shall deem advisable. The Board may correct any defect, supply any
omission or reconcile any inconsistency in the Plan or any Award in the manner
and to the extent it shall deem expedient to carry the Plan into effect and it
shall be the sole and final judge of such expediency. All decisions by the Board
shall be made in the Board's sole discretion and shall be final and binding on
all persons having or claiming any interest in the Plan or in any Award. No
director or person acting pursuant to the authority delegated by the Board shall
be liable for any action or determination relating to or under the Plan made in
good faith.

2. Delegation to Executive Officers. To the extent permitted by applicable law,
the Board may delegate to one or more executive officers of the Company the
power to make Awards and exercise such other powers under the Plan as the Board
may determine, provided that the Board shall fix the maximum number of shares
subject to Awards and the maximum number of shares for any one Participant to be
made by such executive officers.

3. Appointment of Committees. To the extent permitted by applicable law, the
Board may delegate any or all of its powers under the Plan to one or more
committees or subcommittees of the Board (a "Committee"). If and when the common
stock, $.01 par value per share, of the Company (the "Common Stock") is
registered under the Securities Exchange Act of 1934 (the "Exchange Act"), the
Board shall appoint one such Committee of not less than two members, each member
of which shall be an "outside director" within the meaning of Section 162(m) of
the Code and a "non-employee director" as defined in Rule 16b-3 promulgated
under the Exchange Act. All references in the Plan to the "Board" shall mean the
Board or a Committee of the Board or the executive officer referred to in
Section 3(b) to the extent that the Board's powers or authority under the Plan
have been delegated to such Committee or executive officer.



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o Stock Available for Awards

4. Number of Shares. Subject to adjustment under Section 8, Awards may be made
under the Plan for up to 2,000,000 shares of Common Stock. If any Award expires
or is terminated, surrendered or canceled without having been fully exercised or
is forfeited in whole or in part or results in any Common Stock not being
issued, the unused Common Stock covered by such Award shall again be available
for the grant of Awards under the Plan, subject, however, in the case of
Incentive Stock Options (as hereinafter defined), to any limitation required
under the Code. Shares issued under the Plan may consist in whole or in part of
authorized but unissued shares or treasury shares.

5. Per-Participant Limit. Subject to adjustment under Section 8, for Awards
granted after the Common Stock is registered under the Exchange Act, the maximum
number of shares of Common Stock with respect to which an Award may be granted
to any Participant under the Plan shall be 100,000 per calendar year. The
per-Participant limit described in this Section 4(b) shall be construed and
applied consistently with Section 162(m) of the Code.

o Stock Options

6. General. The Board may grant options to purchase Common Stock (each, an
"Option") and determine the number of shares of Common Stock to be covered by
each Option, the exercise price of each Option and the conditions and
limitations applicable to the exercise of each Option, including conditions
relating to applicable federal or state securities laws, as it considers
necessary or advisable. An Option which is not intended to be an Incentive Stock
Option (as hereinafter defined) shall be designated a "Nonstatutory Stock
Option".

7. Incentive Stock Options. An Option that the Board intends to be an "incentive
stock option" as defined in Section 422 of the Code (an "Incentive Stock
Option") shall only be granted to employees of the Company and shall be subject
to and shall be construed consistently with the requirements of Section 422 of
the Code. The Company shall have no liability to a Participant, or any other
party, if an Option (or any part thereof) which is intended to be an Incentive
Stock Option is not an Incentive Stock Option.

8. Exercise Price. The Board shall establish the exercise price at the time each
Option is granted and specify it in the applicable option agreement.

9. Duration of Options. Each Option shall be exercisable at such times and
subject to such terms and conditions as the Board may specify in the applicable
option agreement.

10. Exercise of Option. Options may be exercised by delivery to the Company of a
written notice of exercise signed by the proper person or by any other form of
notice (including electronic notice) approved by the Board together with payment
in full as specified in Section 5(f) for the number of shares for which the
Option is exercised.

11. Payment Upon Exercise. Common Stock purchased upon the exercise of an Option
granted under the Plan shall be paid for as follows:

                  in cash or by check, payable to the order of the Company;

                  except as the Board may, in its sole discretion, otherwise
provide in an option agreement, by (i) delivery of an irrevocable and
unconditional undertaking by a creditworthy broker to deliver promptly to the
Company sufficient funds to pay the exercise price or (ii) delivery by the
Participant to the Company of a copy of irrevocable and unconditional
instructions to a creditworthy broker to deliver promptly to the Company cash or
a check sufficient to pay the exercise price;


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                  when the Common Stock is registered under the Exchange Act, by
delivery of shares of Common Stock owned by the Participant valued at their fair
market value as determined by (or in a manner approved by) the Board in good
faith ("Fair Market Value"), provided (i) such method of payment is then
permitted under applicable law and (ii) such Common Stock was owned by the
Participant at least six months prior to such delivery;

                  to the extent permitted by the Board, in its sole discretion
by (i) delivery of a promissory note of the Participant to the Company on terms
determined by the Board, or (ii) payment of such other lawful consideration as
the Board may determine; or

                  by any combination of the above permitted forms of payment.

o Restricted Stock

12. Grants. The Board may grant Awards entitling recipients to acquire shares of
Common Stock, subject to the right of the Company to repurchase all or part of
such shares at their issue price or other stated or formula price (or to require
forfeiture of such shares if issued at no cost) from the recipient in the event
that conditions specified by the Board in the applicable Award are not satisfied
prior to the end of the applicable restriction period or periods established by
the Board for such Award (each, a "Restricted Stock Award").

13. Terms and Conditions. The Board shall determine the terms and conditions of
any such Restricted Stock Award, including the conditions for repurchase (or
forfeiture) and the issue price, if any. Any stock certificates issued in
respect of a Restricted Stock Award shall be registered in the name of the
Participant and, unless otherwise determined by the Board, deposited by the
Participant, together with a stock power endorsed in blank, with the Company (or
its designee). At the expiration of the applicable restriction periods, the
Company (or such designee) shall deliver the certificates no longer subject to
such restrictions to the Participant or if the Participant has died, to the
beneficiary designated, in a manner determined by the Board, by a Participant to
receive amounts due or exercise rights of the Participant in the event of the
Participant's death (the "Designated Beneficiary"). In the absence of an
effective designation by a Participant, Designated Beneficiary shall mean the
Participant's estate.

o Other Stock-Based Awards

         The Board shall have the right to grant other Awards based upon the
Common Stock having such terms and conditions as the Board may determine,
including the grant of shares based upon certain conditions, the grant of
securities convertible into Common Stock and the grant of stock appreciation
rights.

o Adjustments for Changes in Common Stock and Certain Other Events

14. Changes in Capitalization. In the event of any stock split, reverse stock
split, stock dividend, recapitalization, combination of shares, reclassification
of shares, spin-off or other similar change in capitalization or event, or any
distribution to holders of Common Stock other than a normal cash dividend, (i)
the number and class of securities available under this Plan, (ii) the
per-Participant limit set forth in Section 4(b), (iii) the number and class of
securities and exercise price per share subject to each outstanding Option, (iv)
the repurchase price per share subject to each outstanding Restricted Stock
Award, and (v) the terms of each other outstanding Award shall be appropriately
adjusted by the Company (or substituted Awards may be made, if applicable) to
the extent the Board shall determine, in good faith, that such an adjustment (or
substitution) is necessary and appropriate. If this Section 8(a) applies and
Section 8(c) also applies to any event, Section 8(c) shall be applicable to such
event, and this Section 8(a) shall not be applicable.


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15. Liquidation or Dissolution. In the event of a proposed liquidation or
dissolution of the Company, the Board shall upon written notice to the
Participants provide that all then unexercised Options will (i) become
exercisable in full as of a specified time at least 10 business days prior to
the effective date of such liquidation or dissolution and (ii) terminate
effective upon such liquidation or dissolution, except to the extent exercised
before such effective date. The Board may specify the effect of a liquidation or
dissolution on any Restricted Stock Award or other Award granted under the Plan
at the time of the grant of such Award.

16. Acquisition Events

                  Definition. An "Acquisition Event" shall mean: (a) any merger
or consolidation of the Company with or into another entity as a result of which
the Common Stock is converted into or exchanged for the right to receive cash,
securities or other property or (b) any exchange of shares of the Company for
cash, securities or other property pursuant to a statutory share exchange
transaction.

                  Consequences of an Acquisition Event on Options. Upon the
occurrence of an Acquisition Event, or the execution by the Company of any
agreement with respect to an Acquisition Event, the Board shall provide that all
outstanding Options shall be assumed, or equivalent options shall be
substituted, by the acquiring or succeeding corporation (or an affiliate
thereof). For purposes hereof, an Option shall be considered to be assumed if,
following consummation of the Acquisition Event, the Option confers the right to
purchase, for each share of Common Stock subject to the Option immediately prior
to the consummation of the Acquisition Event, the consideration (whether cash,
securities or other property) received as a result of the Acquisition Event by
holders of Common Stock for each share of Common Stock held immediately prior to
the consummation of the Acquisition Event (and if holders were offered a choice
of consideration, the type of consideration chosen by the holders of a majority
of the outstanding shares of Common Stock); provided, however, that if the
consideration received as a result of the Acquisition Event is not solely common
stock of the acquiring or succeeding corporation (or an affiliate thereof), the
Company may, with the consent of the acquiring or succeeding corporation,
provide for the consideration to be received upon the exercise of Options to
consist solely of common stock of the acquiring or succeeding corporation (or an
affiliate thereof) equivalent in fair market value to the per share
consideration received by holders of outstanding shares of Common Stock as a
result of the Acquisition Event.

                  Notwithstanding the foregoing, if the acquiring or succeeding
corporation (or an affiliate thereof) does not agree to assume, or substitute
for, such Options, then the Board shall, upon written notice to the
Participants, provide that all then unexercised Options will become exercisable
in full as of a specified time prior to the Acquisition Event and will terminate
immediately prior to the consummation of such Acquisition Event, except to the
extent exercised by the Participants before the consummation of such Acquisition
Event; provided, however, that in the event of an Acquisition Event under the
terms of which holders of Common Stock will receive upon consummation thereof a
cash payment for each share of Common Stock surrendered pursuant to such
Acquisition Event (the "Acquisition Price"), then the Board may instead provide
that all outstanding Options shall terminate upon consummation of such
Acquisition Event and that each Participant shall receive, in exchange
therefore, a cash payment equal to the amount (if any) by which (A) the
Acquisition Price multiplied by the number of shares of Common Stock subject to
such outstanding Options (whether or not then exercisable), exceeds (B) the
aggregate exercise price of such Options.

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                  Consequences of an Acquisition Event on Restricted Stock
Awards. Upon the occurrence of an Acquisition Event, the repurchase and other
rights of the Company under each outstanding Restricted Stock Award shall inure
to the benefit of the Company's successor and shall apply to the cash,
securities or other property which the Common Stock was converted into or
exchanged for pursuant to such Acquisition Event in the same manner and to the
same extent as they applied to the Common Stock subject to such Restricted Stock
Award.

                  Consequences of an Acquisition Event on Other Awards. The
Board shall specify the effect of an Acquisition Event on any other Award
granted under the Plan at the time of the grant of such Award.


o General Provisions Applicable to Awards

17. Transferability of Awards. Except as the Board may otherwise determine or
provide in an Award, Awards shall not be sold, assigned, transferred, pledged or
otherwise encumbered by the person to whom they are granted, either voluntarily
or by operation of law, except by will or the laws of descent and distribution,
and, during the life of the Participant, shall be exercisable only by the
Participant. References to a Participant, to the extent relevant in the context,
shall include references to authorized transferees.

18. Documentation. Each Award shall be evidenced by a written instrument in such
form as the Board shall determine. Each Award may contain terms and conditions
in addition to those set forth in the Plan.

19. Board Discretion. Except as otherwise provided by the Plan, each Award may
be made alone or in addition or in relation to any other Award. The terms of
each Award need not be identical, and the Board need not treat Participants
uniformly.

20. Termination of Status. The Board shall determine the effect on an Award of
the disability, death, retirement, authorized leave of absence or other change
in the employment or other status of a Participant and the extent to which, and
the period during which, the Participant, the Participant's legal
representative, conservator, guardian or Designated Beneficiary may exercise
rights under the Award.

21. Withholding. Each Participant shall pay to the Company, or make provision
satisfactory to the Board for payment of, any taxes required by law to be
withheld in connection with Awards to such Participant no later than the date of
the event creating the tax liability. Except as the Board may otherwise provide
in an Award, when the Common Stock is registered under the Exchange Act,
Participants may, to the extent then permitted under applicable law, satisfy
such tax obligations in whole or in part by delivery of shares of Common Stock,
including shares retained from the Award creating the tax obligation, valued at
their Fair Market Value. The Company may, to the extent permitted by law, deduct
any such tax obligations from any payment of any kind otherwise due to a
Participant.

22. Amendment of Award. The Board may amend, modify or terminate any outstanding
Award, including but not limited to, substituting therefore another Award of the
same or a different type, changing the date of exercise or realization, and
converting an Incentive Stock Option to a Nonstatutory Stock Option, provided
that the Participant's consent to such action shall be required unless the Board
determines that the action, taking into account any related action, would not
materially and adversely affect the Participant.


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23. Conditions on Delivery of Stock. The Company will not be obligated to
deliver any shares of Common Stock pursuant to the Plan or to remove
restrictions from shares previously delivered under the Plan until (i) all
conditions of the Award have been met or removed to the satisfaction of the
Company, (ii) in the opinion of the Company's counsel, all other legal matters
in connection with the issuance and delivery of such shares have been satisfied,
including any applicable securities laws and any applicable stock exchange or
stock market rules and regulations, and (iii) the Participant has executed and
delivered to the Company such representations or agreements as the Company may
consider appropriate to satisfy the requirements of any applicable laws, rules
or regulations.

24. Acceleration. The Board may at any time provide that any Options shall
become immediately exercisable in full or in part, that any Restricted Stock
Awards shall be free of restrictions in full or in part or that any other Awards
may become exercisable in full or in part or free of some or all restrictions or
conditions, or otherwise realizable in full or in part, as the case may be.

o Miscellaneous

25. No Right To Employment or Other Status. No person shall have any claim or
right to be granted an Award, and the grant of an Award shall not be construed
as giving a Participant the right to continued employment or any other
relationship with the Company. The Company expressly reserves the right at any
time to dismiss or otherwise terminate its relationship with a Participant free
from any liability or claim under the Plan, except as expressly provided in the
applicable Award.

26. No Rights As Stockholder. Subject to the provisions of the applicable Award,
no Participant or Designated Beneficiary shall have any rights as a stockholder
with respect to any shares of Common Stock to be distributed with respect to an
Award until becoming the record holder of such shares. Notwithstanding the
foregoing, in the event the Company effects a split of the Common Stock by means
of a stock dividend and the exercise price of and the number of shares subject
to such Option are adjusted as of the date of the distribution of the dividend
(rather than as of the record date for such dividend), then an optionee who
exercises an Option between the record date and the distribution date for such
stock dividend shall be entitled to receive, on the distribution date, the stock
dividend with respect to the shares of Common Stock acquired upon such Option
exercise, notwithstanding the fact that such shares were not outstanding as of
the close of business on the record date for such stock dividend.

27. Effective Date and Term of Plan. The Plan shall become effective on the date
on which it is adopted by the Board, but no Award granted to a Participant
designated by the Board as subject to Section 162(m) of the Code by the Board
shall become exercisable, vested or realizable, as applicable to such Award,
unless and until the Plan has been approved by the Company's stockholders to the
extent stockholder approval is required by Section 162(m) in the manner required
under Section 162(m) (including the vote required under Section 162(m)). No
Awards shall be granted under the Plan after the completion of ten years from
the earlier of (i) the date on which the Plan was adopted by the Board or (ii)
the date the Plan was approved by the Company's stockholders, but Awards
previously granted may extend beyond that date.

28. Amendment of Plan. The Board may amend, suspend or terminate the Plan or any
portion thereof at any time, provided that to the extent required by Section
162(m) of the Code, no Award granted to a Participant designated as subject to
Section 162(m) by the Board after the date of such amendment shall become
exercisable, realizable or vested, as applicable to such Award (to the extent
that such amendment to the Plan was required to grant such Award to a particular
Participant), unless and until such amendment shall have been approved by the
Company's stockholders as required by Section 162(m) (including the vote
required under Section 162(m)).

29. Governing Law. The provisions of the Plan and all Awards made hereunder
shall be governed by and interpreted in accordance with the laws of the State of
Nevada, without regard to any applicable conflicts of law.
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                                    Exhibit A

                          CHANGE IN CONTROL PROVISIONS

         The following two alternative provisions, each of which would replace
the existing provisions in Section 8(c), are intended to provide for a "change
in control" provision which is compensatory in nature. Other alternatives are
possible.

         The following two alternatives are drafted as part of the Plan. In many
cases, the Company may prefer to include change in control provisions in only
specified Awards, in which case, nothing would be added to the Plan and
appropriate revisions would be made to the following provisions before adding
them to specified Awards. In determining whether to include an acceleration
provision, consideration should be given to how broadly the Company plans to
grant options and to whether it is desirable for automatic acceleration to apply
to all option grants.



Alternative No. 1-- Full Acceleration Upon a Change in Control (as defined)
                    -------------------------------------------------------

         Replace Section 8(c) with the following new Section 8(c):

         (c)      Acquisition and Change in Control Events

                  Definitions

                           An "Acquisition Event" shall mean:

          any  merger or consolidation of the Company with or into another
               entity as a result of which the Common Stock is converted into or
               exchanged for the right to receive cash, securities or other
               property; or

          any  exchange of shares of the Company for cash, securities or other
               property pursuant to a statutory share exchange transaction.

          A "Change in Control Event" shall mean(7):

               the  acquisition by an individual, entity or group (within the
                    meaning of Section 13(d)(3) or 14(d)(2) of the Securities
                    Exchange Act of 1934, as amended (the "Exchange Act")) (a
                    "Person") of beneficial ownership of any capital stock of
                    the Company if, after such acquisition, such Person
                    beneficially owns (within the meaning of Rule 13d-3
                    promulgated under the Exchange Act) [20%/30%](8) or more of
                    either (x) the then-outstanding shares of common stock of
                    the Company (the "Outstanding Company Common Stock") or (y)
                    the combined voting power of the then-outstanding securities
                    of the Company entitled to vote generally in the election of
                    directors (the "Outstanding Company Voting Securities");

<PAGE>

                    provided, however, that for purposes of this subsection (i),
                    the following acquisitions shall not constitute a Change in
                    Control Event: (A) any acquisition directly from the Company
                    (excluding an acquisition pursuant to the exercise,
                    conversion or exchange of any security exercisable for,
                    convertible into or exchangeable for common stock or voting
                    securities of the Company, unless the Person exercising,
                    converting or exchanging such security acquired such
                    security directly from the Company or an underwriter or
                    agent of the Company), (B) any acquisition by any employee
                    benefit plan (or related trust) sponsored or maintained by
                    the Company or any corporation controlled by the Company, or
                    (C) any acquisition by any corporation pursuant to a
                    Business Combination (as defined below) which complies with
                    clauses (x) and (y) of subsection (iii) of this definition;
                    or
--------
         (7) This definition of Change in Control should be compared against
Change in Control definitions which appear in other contracts or plans of the
Company (such as a Rights Agreement, stock option plans and agreements, and
other employment or severance agreements). In addition, if the Company is
private, consideration should be given to increasing the stock acquisition
threshold in clause (i) to a significantly higher level and deleting clause
(ii). Careful attention should be given in the private company context to the
identity of the stockholders and the likely affect of any subsequent rounds of
venture capital investment.

       (8) Consider whether there are any existing stockholders of the Company
whose stock ownership exceeds this threshold and who should be "grandfathered"
(i.e., such stockholder's stock ownership will not trigger this definition
unless they exceed a higher percentage of stock ownership). If appropriate, this
can be accomplished by: (1) adding the following clause (D) to the proviso at
the end of this section: "(D) any acquisition by _____________ or
_______________ (each such party is referred to herein as an "Exempt Person") of
any shares of Common Stock; provided that, after such acquisition, such Exempt
Person does not beneficially own more than ____% of either (i) the Outstanding
Company Common Stock or (ii) the Outstanding Company Voting Securities; and (2)
adding a reference to Exempt Persons to the first parenthetical in clause (y) of
Section (iii).



<PAGE>

               such time as the Continuing Directors (as defined below) do not
                    constitute a majority of the Board (or, if applicable, the
                    Board of Directors of a successor corporation to the
                    Company), where the term "Continuing Director" means at any
                    date a member of the Board (x) who was a member of the Board
                    on the date of the initial adoption of this Plan by the
                    Board or (y) who was nominated or elected subsequent to such
                    date by at least a majority of the directors who were
                    Continuing Directors at the time of such nomination or
                    election or whose election to the Board was recommended or
                    endorsed by at least a majority of the directors who were
                    Continuing Directors at the time of such nomination or
                    election; provided, however, that there shall be excluded
                    from this clause (y) any individual whose initial assumption
                    of office occurred as a result of an actual or threatened
                    election contest with respect to the election or removal of
                    directors or other actual or threatened solicitation of
                    proxies or consents, by or on behalf of a person other than
                    the Board; or

               the consummation of a merger, consolidation, reorganization,
                    recapitalization or statutory share exchange involving the
                    Company or a sale or other disposition of all or
                    substantially all of the assets of the Company (a "Business
                    Combination"), unless, immediately following such Business
                    Combination, each of the following two conditions is
                    satisfied: (x) all or substantially all of the individuals
                    and entities who were the beneficial owners of the
                    Outstanding Company Common Stock and Outstanding Company
                    Voting Securities immediately prior to such Business
                    Combination beneficially own, directly or indirectly, more
                    than 50% of the then-outstanding shares of common stock and
                    the combined voting power of the then-outstanding securities
                    entitled to vote generally in the election of directors,
                    respectively, of the resulting or acquiring corporation in
                    such Business Combination (which shall include, without
                    limitation, a corporation which as a result of such
                    transaction owns the Company or substantially all of the
                    Company's assets either directly or through one or more
                    subsidiaries) (such resulting or acquiring corporation is
                    referred to herein as the "Acquiring Corporation") in
                    substantially the same proportions as their ownership of the
                    Outstanding Company Common Stock and Outstanding Company
                    Voting Securities, respectively, immediately prior to such
                    Business Combination and (y) no Person (excluding the
                    Acquiring Corporation or any employee benefit plan (or
                    related trust) maintained or sponsored by the Company or by
                    the Acquiring Corporation) beneficially owns, directly or
                    indirectly, [20%/30%](9) or more of the then-outstanding
                    shares of common stock of the Acquiring Corporation, or of
                    the combined voting power of the then-outstanding securities
                    of such corporation entitled to vote generally in the
                    election of directors (except to the extent that such
                    ownership existed prior to the Business Combination).
------
         (9) This should generally be the same percentage as in paragraph (i)
of the definition of Change in Control.

<PAGE>

            Effect on Options

               Acquisition Event. Upon the occurrence of an Acquisition Event
                    (regardless of whether such event also constitutes a Change
                    in Control Event), or the execution by the Company of any
                    agreement with respect to an Acquisition Event (regardless
                    of whether such event will result in a Change in Control
                    Event), the Board shall provide that all outstanding Options
                    shall be assumed, or equivalent options shall be
                    substituted, by the acquiring or succeeding corporation (or
                    an affiliate thereof); provided that if such Acquisition
                    Event also constitutes a Change in Control Event, except to
                    the extent specifically provided to the contrary in the
                    instrument evidencing any Option or any other agreement
                    between a Participant and the Company, such assumed or
                    substituted options shall be immediately exercisable in full
                    upon the occurrence of such Acquisition Event. For purposes
                    hereof, an Option shall be considered to be assumed if,
                    following consummation of the Acquisition Event, the Option
                    confers the right to purchase, for each share of Common
                    Stock subject to the Option immediately prior to the
                    consummation of the Acquisition Event, the consideration
                    (whether cash, securities or other property) received as a
                    result of the Acquisition Event by holders of Common Stock
                    for each share of Common Stock held immediately prior to the
                    consummation of the Acquisition Event (and if holders were
                    offered a choice of consideration, the type of consideration
                    chosen by the holders of a majority of the outstanding
                    shares of Common Stock); provided, however, that if the
                    consideration received as a result of the Acquisition Event
                    is not solely common stock of the acquiring or succeeding
                    corporation (or an affiliate thereof), the Company may, with
                    the consent of the acquiring or succeeding corporation,
                    provide for the consideration to be received upon the
                    exercise of Options to consist solely of common stock of the
                    acquiring or succeeding corporation (or an affiliate
                    thereof) equivalent in fair market value to the per share
                    consideration received by holders of outstanding shares of
                    Common Stock as a result of the Acquisition Event.

               Notwithstanding the foregoing, if the acquiring or succeeding
                    corporation (or an affiliate thereof) does not agree to
                    assume, or substitute for, such Options, then the Board
                    shall, upon written notice to the Participants, provide that
                    all then unexercised Options will become exercisable in full
                    as of a specified time prior to the Acquisition Event and
                    will terminate immediately prior to the consummation of such
                    Acquisition Event, except to the extent exercised by the
                    Participants before the consummation of such Acquisition
                    Event; provided, however, in the event of an Acquisition
                    Event under the terms of which holders of Common Stock will
                    receive upon consummation thereof a cash payment for each
                    share of Common Stock surrendered pursuant to such
                    Acquisition Event (the "Acquisition Price"), then the Board
                    may instead provide that all outstanding Options shall
                    terminate upon consummation of such Acquisition Event and
                    that each Participant shall receive, in exchange therefore,
                    a cash payment equal to the amount (if any) by which (A) the
                    Acquisition Price multiplied by the number of shares of
                    Common Stock subject to such outstanding Options (whether or
                    not then exercisable), exceeds (B) the aggregate exercise
                    price of such Options.
<PAGE>

               Change in Control Event that is not an Acquisition Event. Upon
                    the occurrence of a Change in Control Event that does not
                    also constitute an Acquisition Event, except to the extent
                    specifically provided to the contrary in the instrument
                    evidencing any Option or any other agreement between a
                    Participant and the Company, all Options then-outstanding
                    shall automatically become immediately exercisable in full.

         Effect on Restricted Stock Awards

               Acquisition Event that is not a Change in Control Event. Upon the
                    occurrence of an Acquisition Event that is not a Change in
                    Control Event, the repurchase and other rights of the
                    Company under each outstanding Restricted Stock Award shall
                    inure to the benefit of the Company's successor and shall
                    apply to the cash, securities or other property which the
                    Common Stock was converted into or exchanged for pursuant to
                    such Acquisition Event in the same manner and to the same
                    extent as they applied to the Common Stock subject to such
                    Restricted Stock Award.

               Change in Control Event. Upon the occurrence of a Change in
                    Control Event (regardless of whether such event also
                    constitutes an Acquisition Event), except to the extent
                    specifically provided to the contrary in the instrument
                    evidencing any Restricted Stock Award or any other agreement
                    between a Participant and the Company, all restrictions and
                    conditions on all Restricted Stock Awards then-outstanding
                    shall automatically be deemed terminated or satisfied.

          Effect on Other Awards

               Acquisition Event that is not a Change in Control Event. The
                    Board shall specify the effect of an Acquisition Event that
                    is not a Change in Control Event on any other Award granted
                    under the Plan at the time of the grant of such Award.

               Change in Control Event. Upon the occurrence of a Change in
                    Control Event (regardless of whether such event also
                    constitutes an Acquisition Event), except to the extent
                    specifically provided to the contrary in the instrument
                    evidencing any other Award or any other agreement between a
                    Participant and the Company, all other Awards shall become
                    exercisable, realizable or vested in full, or shall be free
                    of all conditions or restrictions, as applicable to each
                    such Award.

Alternative No. 2-- Partial Acceleration Upon a Change in Control (as defined)

         Replace Section 8(c) with the following new Section 8(c):

         (c)      Acquisition and Change in Control Events

         Definitions

         An "Acquisition Event" shall mean:

<PAGE>
               any  merger or consolidation of the Company with or into another
                    entity as a result of which the Common Stock is converted
                    into or exchanged for the right to receive cash, securities
                    or other property; or

               any  exchange of shares of the Company for cash, securities or
                    other property pursuant to a statutory share exchange
                    transaction.

         A "Change in Control Event" shall mean(10):

               the  acquisition by an individual, entity or group (within the
                    meaning of Section 13(d)(3) or 14(d)(2) of the Securities
                    Exchange Act of 1934, as amended (the "Exchange Act")) (a
                    "Person") of beneficial ownership of any capital stock of
                    the Company if, after such acquisition, such Person
                    beneficially owns (within the meaning of Rule 13d-3
                    promulgated under the Exchange Act) [20%/30%](11) or more of
                    either (x) the then-outstanding shares of common stock of
                    the Company (the "Outstanding Company Common Stock") or (y)
                    the combined voting power of the then-outstanding securities
                    of the Company entitled to vote generally in the election of
                    directors (the "Outstanding Company Voting Securities");
                    provided, however, that for purposes of this subsection (i),
                    the following acquisitions shall not constitute a Change in
                    Control Event: (A) any acquisition directly from the Company
                    (excluding an acquisition pursuant to the exercise,
                    conversion or exchange of any security exercisable for,
                    convertible into or exchangeable for common stock or voting
                    securities of the Company, unless the Person exercising,
                    converting or exchanging such security acquired such
                    security directly from the Company or an underwriter or
                    agent of the Company), (B) any acquisition by any employee
                    benefit plan (or related trust) sponsored or maintained by
                    the Company or any corporation controlled by the Company, or
                    (C) any acquisition by any corporation pursuant to a
                    Business Combination (as defined below) which complies with
                    clauses (x) and (y) of subsection (iii) of this definition;
                    or
------
         (10) This definition of Change in Control should be compared against
Change in Control definitions which appear in other contracts or plans of the
Company (such as a Rights Agreement, stock option plans and agreements, and
other employment or severance agreements). In addition, if the Company is
private, consideration should be given to increasing the stock acquisition
threshold in clause (i) to a significantly higher level and deleting clause
(ii). Careful attention should be given in the private company context to the
identity of the stockholders and the likely affect of any subsequent rounds of
venture capital investment.

         (11) Consider whether there are any existing stockholders of the
Company whose stock ownership exceeds this threshold and who should be
"grandfathered" (i.e., such stockholder's stock ownership will not trigger this
definition unless they exceed a higher percentage of stock ownership). If
appropriate, this can be accomplished by: (1) adding the following clause (D) to
the proviso at the end of this section: "(v) any acquisition by _____________ or
_______________ (each such party is referred to herein as an "Exempt Person") of
any shares of Common Stock; provided that, after such acquisition, such Exempt
Person does not beneficially own more than ____% of either (i) the Outstanding
Company Common Stock or (ii) the Outstanding Company Voting Securities; and (2)
adding a reference to Exempt Persons to the first parenthetical in clause (y) of
Section (iii).
<PAGE>

               such time as the Continuing Directors (as defined below) do not
                    constitute a majority of the Board (or, if applicable, the
                    Board of Directors of a successor corporation to the
                    Company), where the term "Continuing Director" means at any
                    date a member of the Board (x) who was a member of the Board
                    on the date of the initial adoption of this Plan by the
                    Board or (y) who was nominated or elected subsequent to such
                    date by at least a majority of the directors who were
                    Continuing Directors at the time of such nomination or
                    election or whose election to the Board was recommended or
                    endorsed by at least a majority of the directors who were
                    Continuing Directors at the time of such nomination or
                    election; provided, however, that there shall be excluded
                    from this clause (y) any individual whose initial assumption
                    of office occurred as a result of an actual or threatened
                    election contest with respect to the election or removal of
                    directors or other actual or threatened solicitation of
                    proxies or consents, by or on behalf of a person other than
                    the Board; or

               the  consummation of a merger, consolidation, reorganization,
                    recapitalization or statutory share exchange involving the
                    Company or a sale or other disposition of all or
                    substantially all of the assets of the Company (a "Business
                    Combination"), unless, immediately following such Business
                    Combination, each of the following two conditions is
                    satisfied: (x) all or substantially all of the individuals
                    and entities who were the beneficial owners of the
                    Outstanding Company Common Stock and Outstanding Company
                    Voting Securities immediately prior to such Business
                    Combination beneficially own, directly or indirectly, more
                    than 50% of the then-outstanding shares of common stock and
                    the combined voting power of the then-outstanding securities
                    entitled to vote generally in the election of directors,
                    respectively, of the resulting or acquiring corporation in
                    such Business Combination (which shall include, without
                    limitation, a corporation which as a result of such
                    transaction owns the Company or substantially all of the
                    Company's assets either directly or through one or more
                    subsidiaries) (such resulting or acquiring corporation is
                    referred to herein as the "Acquiring Corporation") in
                    substantially the same proportions as their ownership of the
                    Outstanding Company Common Stock and Outstanding Company
                    Voting Securities, respectively, immediately prior to such
                    Business Combination and (y) no Person (excluding the
                    Acquiring Corporation or any employee benefit plan (or
                    related trust) maintained or sponsored by the Company or by
                    the Acquiring Corporation) beneficially owns, directly or
                    indirectly, [20%/30%](12) or more of the then-outstanding
                    shares of common stock of the Acquiring Corporation, or of
                    the combined voting power of the then-outstanding securities
                    of such corporation entitled to vote generally in the
                    election of directors (except to the extent that such
                    ownership existed prior to the Business Combination).
<PAGE>

               "Good Reason" shall mean any significant diminution in the
                    Participant's title, authority, or responsibilities from and
                    after such Acquisition Event or Change in Control Event, as
                    the case may be, or any reduction in the annual cash
                    compensation payable to the Participant from and after such
                    Acquisition Event or Change in Control Event, as the case
                    may be [, or the relocation of the place of business at
                    which the Participant is principally located to a location
                    that is greater than 50 miles from the current site].

               "Cause" shall mean any (i) willful failure by the Participant,
                    which failure is not cured within 30 days of written notice
                    to the Participant from the Company, to perform his or her
                    material responsibilities to the Company or (ii) willful
                    misconduct by the Participant which affects the business
                    reputation of the Company. [The Participant shall be
                    considered to have been discharged for "Cause" if the
                    Company determines, within 30 days after the Participant's
                    resignation, that discharge for Cause was warranted.]

------
         (12) This should generally be the same percentage as in paragraph (i)
of the definition of Change in Control.


<PAGE>

         Effect on Options

               Acquisition Event. Upon the occurrence of an Acquisition Event
                    (regardless of whether such event also constitutes a Change
                    in Control Event), or the execution by the Company of any
                    agreement with respect to an Acquisition Event (regardless
                    of whether such event will result in a Change in Control
                    Event), the Board shall provide that all outstanding Options
                    shall be assumed, or equivalent options shall be
                    substituted, by the acquiring or succeeding corporation (or
                    an affiliate thereof); provided that if such Acquisition
                    Event also constitutes a Change in Control Event, except to
                    the extent specifically provided to the contrary in the
                    instrument evidencing any Option or any other agreement
                    between a Participant and the Company (A) one-half of the
                    number of shares subject to the Option which were not
                    already vested shall be exercisable upon the occurrence of
                    such Acquisition Event and, subject to (B) below, the
                    remaining one-half of such number of shares shall continue
                    to become vested in accordance with the original vesting
                    schedule set forth in such option, with one-half of the
                    number of shares that would otherwise have first become
                    vested becoming so vested on each subsequent vesting date in
                    accordance with the original schedule and (B) such assumed
                    or substituted options shall become immediately exercisable
                    in full if, on or prior to the first anniversary of the date
                    of the consummation of the Acquisition Event, the
                    Participant's employment with the Company or the acquiring
                    or succeeding corporation is terminated for Good Reason by
                    the Participant or is terminated without Cause by the
                    Company or the acquiring or succeeding corporation. For
                    purposes hereof, an Option shall be considered to be assumed
                    if, following consummation of the Acquisition Event, the
                    Option confers the right to purchase, for each share of
                    Common Stock subject to the Option immediately prior to the
                    consummation of the Acquisition Event, the consideration
                    (whether cash, securities or other property) received as a
                    result of the Acquisition Event by holders of Common Stock
                    for each share of Common Stock held immediately prior to the
                    consummation of the Acquisition Event (and if holders were
                    offered a choice of consideration, the type of consideration
                    chosen by the holders of a majority of the outstanding
                    shares of Common Stock); provided, however, that if the
                    consideration received as a result of the Acquisition Event
                    is not solely common stock of the acquiring or succeeding
                    corporation (or an affiliate thereof), the Company may, with
                    the consent of the acquiring or succeeding corporation,
                    provide for the consideration to be received upon the
                    exercise of Options to consist solely of common stock of the
                    acquiring or succeeding corporation (or an affiliate
                    thereof) equivalent in fair market value to the per share
                    consideration received by holders of outstanding shares of
                    Common Stock as a result of the Acquisition Event.
<PAGE>

               Notwithstanding the foregoing, if the acquiring or succeeding
                    corporation (or an affiliate thereof) does not agree to
                    assume, or substitute for, such Options, then the Board
                    shall, upon written notice to the Participants, provide that
                    all then unexercised Options will become exercisable in full
                    as of a specified time prior to the Acquisition Event and
                    will terminate immediately prior to the consummation of such
                    Acquisition Event, except to the extent exercised by the
                    Participants before the consummation of such Acquisition
                    Event; provided, however, that in the event of an
                    Acquisition Event under the terms of which holders of Common
                    Stock will receive upon consummation thereof a cash payment
                    for each share of Common Stock surrendered pursuant to such
                    Acquisition Event (the "Acquisition Price"), then the Board
                    may instead provide that all outstanding Options shall
                    terminate upon consummation of such Acquisition Event and
                    that each Participant shall receive, in exchange therefore,
                    a cash payment equal to the amount (if any) by which (A) the
                    Acquisition Price multiplied by the number of shares of
                    Common Stock subject to such outstanding Options (whether or
                    not then exercisable), exceeds (B) the aggregate exercise
                    price of such Options.

               Change in Control Event that is not an Acquisition Event. Upon
                    the occurrence of a Change in Control Event that does not
                    also constitute an Acquisition Event, except to the extent
                    specifically provided to the contrary in the instrument
                    evidencing any Option or any other agreement between a
                    Participant and the Company, the vesting schedule of such
                    Option shall be accelerated in part so that one-half of the
                    number of shares that would otherwise have first become
                    vested on any date after the date of the Change in Control
                    Event shall immediately become exercisable. The remaining
                    one-half of such number of shares shall continue to become
                    vested in accordance with the original vesting schedule set
                    forth in such Option, with one-half of the number of shares
                    that would otherwise have first become vested becoming so
                    vested on each subsequent vesting date in accordance with
                    the original schedule; provided, however, that each such
                    Option shall be immediately exercisable in full if, on or
                    prior to the first anniversary of the date of the
                    consummation of the Change in Control Event, the
                    Participant's employment with the Company or the acquiring
                    or succeeding corporation is terminated for Good Reason by
                    the Participant or is terminated without Cause by the
                    Company or the acquiring or succeeding corporation.

         Effect on Restricted Stock Awards

               Acquisition Event that is not a Change in Control Event. Upon the
                    occurrence of an Acquisition Event that is not a Change in
                    Control Event, the repurchase and other rights of the
                    Company under each outstanding Restricted Stock Award shall
                    inure to the benefit of the Company's successor and shall
                    apply to the cash, securities or other property which the
                    Common Stock was converted into or exchanged for pursuant to
                    such Acquisition Event in the same manner and to the same
                    extent as they applied to the Common Stock subject to such
                    Restricted Stock Award.
<PAGE>

               Change in Control Event. Upon the occurrence of a Change in
                    Control Event (regardless of whether such event also
                    constitutes an Acquisition Event), except to the extent
                    specifically provided to the contrary in the instrument
                    evidencing any Restricted Stock Award or any other agreement
                    between a Participant and the Company, the vesting schedule
                    of all Restricted Stock Awards shall be accelerated in part
                    so that one-half of the number of shares that would
                    otherwise have first become free from conditions or
                    restrictions on any date after the date of the Change in
                    Control Event shall immediately become free from conditions
                    or restrictions. Subject to the following sentence, the
                    remaining one-half of such number of shares shall continue
                    to become free from conditions or restrictions in accordance
                    with the original schedule set forth in such Restricted
                    Stock Award, with one-half of the number of shares that
                    would otherwise have first become free from conditions or
                    restrictions becoming free from conditions or restrictions
                    on each subsequent vesting date in accordance with the
                    original schedule. In addition, each such Restricted Stock
                    Award shall immediately become free from all conditions or
                    restrictions if, on or prior to the first anniversary of the
                    date of the consummation of the Change in Control Event, the
                    Participant's employment with the Company or the acquiring
                    or succeeding corporation is terminated for Good Reason by
                    the Participant or is terminated without Cause by the
                    Company or the acquiring or succeeding corporation.

         Effect on Other Awards

               Acquisition Event that is not a Change in Control Event. The
                    Board shall specify the effect of an Acquisition Event that
                    is not a Change in Control Event on any other Award granted
                    under the Plan at the time of the grant of such Award.

               Change in Control Event. Upon the occurrence of a Change in
                    Control Event (regardless of whether such event also
                    constitutes an Acquisition Event), except to the extent
                    specifically provided to the contrary in the instrument
                    evidencing any Award or any other agreement between a
                    Participant and the Company, the vesting schedule of all
                    other Awards shall be accelerated in part so that one-half
                    of the number of shares that would otherwise have first
                    become exercisable, realizable, vested or free from
                    conditions or restrictions on any date after the date of the
                    Change in Control Event shall immediately become
                    exercisable, realizable, vested or free from conditions or
                    restrictions. Subject to the following sentence, the
                    remaining one-half of such number of shares shall continue
                    to become exercisable, realizable, vested or free from
                    conditions or restrictions in accordance with the original
                    schedule set forth in such Award, with one-half of the
                    number of shares that would otherwise have first become
                    exercisable, realizable, vested or free from conditions or
                    restrictions becoming so exercisable, realizable, vested or
                    free from conditions or restrictions on each subsequent
                    vesting date in accordance with the original schedule. In
                    addition, each such Award shall immediately become fully
                    exercisable, realizable, vested or free from conditions or
                    restrictions if, on or prior to the first anniversary of the
                    date of the consummation of the Change in Control Event, the
                    Participant's employment with the Company or the acquiring
                    or succeeding corporation is terminated for Good Reason by
                    the Participant or is terminated without Cause by the
                    Company or the acquiring or succeeding corporation.