HYPERMEDIA COMMUNICATIONS, INC.
                                 1991 STOCK PLAN

                            (As Amended June 6, 2000)


       1.  Purposes of the Plan.  The purposes of this Stock Plan are to attract
and  retain  the  best   available   personnel  for  positions  of   substantial
responsibility,  to provide additional incentive to Employees and Consultants of
the  Company  and to promote  the  success of the  Company's  business.  Options
granted  under the Plan may be Incentive  Stock  Options or  Nonstatutory  Stock
Options,  as determined by the  Administrator  at the time of grant of an option
and subject to the applicable provisions of Section 422 of the Code, as amended,
and the regulations  promulgated  thereunder.  Stock purchase rights may also be
granted under the Plan.

       2. Definitions. As used herein, the following definitions shall apply:

              (a)  "Administrator"  means  the  Board  or any of its  Committees
appointed pursuant to Section 4 of the Plan.

              (b)  "Applicable  Laws"  means the  requirements  relating  to the
administration  of stock option  plans under U. S. state  corporate  laws,  U.S.
federal and state  securities  laws,  the Code,  any stock exchange or quotation
system on which the Common Stock is listed or quoted and the applicable  laws of
any foreign country or jurisdiction  where Options or Stock Purchase Rights are,
or will be, granted under the Plan.

              (c) "Board" means the Board of Directors of the Company.

              (d) "Code" means the Internal Revenue Code of 1986, as amended.

              (e)  "Committee"  means the a committee of directors  appointed by
the Board of Directors in accordance with Section 4 of the Plan.

              (f) "Common Stock" means the Common Stock of the Company.

              (g) "Company" means HyperMedia Communications,  Inc., a California
corporation.

              (h) "Consultant"  means any person,  including an advisor,  who is
engaged by the Company or any Parent or  Subsidiary  to render  services  and is
compensated  for  such  services,  and  any  director  of  the  Company  whether
compensated  for such  services  or not;  provided  that if and in the event the
Company registers any class of any equity security pursuant to the Exchange Act,
the  term  Consultant  shall  thereafter  not  include  directors  who  are  not
compensated for their services or are paid only a director's fee by the Company.

              (i)  "Continuous  Status as an Employee"  means the absence of any
interruption or termination of the employment relationship by the Company or any
Subsidiary. Continuous Status as an Employee shall not be considered interrupted
in the case of: (i) sick leave;  (ii) military  leave;  (iii) any other leave of
absence  approved by the Board,  provided that such leave is for a period of not
more than ninety (90) days,  unless  reemployment  upon the  expiration  of such
leave is  guaranteed  by  contract  or  statute,  or unless  provided  otherwise
pursuant to Company  policy  adopted  from time to time;  or (iv) in the case of
transfers  between  locations  of  the  Company  or  between  the  Company,  its
Subsidiaries or its successor.



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              (j) "Employee" means any person, including officers and directors,
employed by the Company or any Parent or Subsidiary of the Company.  The payment
of a  director's  fee by the  Company  shall  not be  sufficient  to  constitute
"employment" by the Company.

              (k) "Exchange Act" means the  Securities  Exchange Act of 1934, as
amended.

              (l) "Fair Market Value" means, as of any date, the value of Common
Stock determined as follows:

                      (i) If the Common Stock is listed on any established stock
exchange or a national market system,  including  without  limitation the Nasdaq
National Market or The Nasdaq  SmallCap  Market of The Nasdaq Stock Market,  its
Fair  Market  Value  shall be the  closing  sales  price for such  stock (or the
closing bid, if no sales were reported) as quoted on such exchange or system for
the last market trading day prior to the time of  determination,  as reported in
The  Wall  Street  Journal  or such  other  source  as the  Administrator  deems
reliable;

                      (ii)  If  the  Common  Stock  is  regularly  quoted  by  a
recognized  securities  dealer but  selling  prices are not  reported,  its Fair
Market Value shall be the mean between the high bid and low asked prices for the
Common Stock on the last market  trading day prior to the day of  determination;
or

                      (iii) In the  absence  of an  established  market  for the
Common Stock, the Fair Market Value thereof shall be determined in good faith by
the Administrator.

              (m) "Incentive  Stock Option" means an Option  intended to qualify
as an incentive stock option within the meaning of Section 422 of the Code.

              (n)  "Nonstatutory  Stock  Option" means an Option not intended to
qualify as an Incentive Stock Option.

              (o) "Option" means a stock option granted pursuant to the Plan.

              (p)  "Optioned  Stock" means the Common Stock subject to an Option
or Stock Purchase Right.

              (q)  "Optionee"  means an Employee or  Consultant  who receives an
Option or Stock Purchase Right.

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

              (s) "Plan" means this 1991 Stock Plan.

              (t)  "Restricted  Stock"  means  shares of Common  Stock  acquired
pursuant to a grant of Stock Purchase Rights under Section 11 below.



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              (u) "Rule  16b-3"  means  Rule  16b-3 of the  Exchange  Act or any
successor to Rule 16b-3,  as in effect when  discretion is being  exercised with
respect to the Plan.

              (v)  "Share"  means a share of the Common  Stock,  as  adjusted in
accordance with Section 13 of the means a share of the Common Stock, as adjusted
in accordance with Section 13 of the Plan.

              (w) "Stock Purchase Right" shall mean a right,  other than Option,
to purchase Common Stock pursuant to the Plan.

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

       3. Stock Subject to the Plan.  Subject to the provisions of Section 13 of
the Plan, the maximum aggregate number of Shares, which may be optioned and sold
under  the  Plan,  is  2,925,000  Shares  of Common  Stock.  The  Shares  may be
authorized, but unissued, or reacquired Common Stock.

       If  an  Option  or  Stock   Purchase   Right  should   expire  or  become
unexercisable  for any  reason  without  having  been  exercised  in  full,  the
unpurchased Shares which were subject thereto shall,  unless the Plan shall have
been terminated, become available for future grant under the Plan.

       4. Administration of the Plan.

              (a) Procedure.

                      (i)  Multiple  Administrative  Bodies.  The  Plan  may  be
administered  by  different  Committees  with  respect  to  different  groups of
Employees and/or Consultants.

                      (ii) Section 162(m).  To the extent that the Administrator
determines  it  to  be  desirable  to  qualify  Options  granted   hereunder  as
"performance-based  compensation"  within the  meaning of Section  162(m) of the
Code,  the Plan shall be  administered  by a Committee  of two or more  "outside
directors" within the meaning of Section 162(m) of the Code.

                      (iii)  Rule  16b-3.  To the  extent  desirable  to qualify
transactions hereunder as exempt under Rule 16b-3, the transactions contemplated
hereunder  shall be structured to satisfy the  requirements  for exemption under
Rule 16b-3.

                      (iv) Other  Administration.  Other than as provided above,
the Plan  shall be  administered  by (A) the  Board  or (B) a  Committee,  which
committee shall be constituted to satisfy Applicable Laws.

              (b) Powers of the Administrator.  Subject to the provisions of the
Plan and in the case of a Committee,  the specific duties delegated by the Board
to such Committee, and subject to the approval of any relevant authorities,  the
Administrator shall have the authority, in its discretion:

                      (i) to  determine  the Fair  Market  Value  of the  Common
Stock;

                      (ii) to  select  the  Employees  and  Consultants  to whom
Options and Stock Purchase Rights may from time to time be granted hereunder;

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                      (iii) to determine  whether and to what extent Options and
Stock Purchase Rights or any combination thereof, are granted hereunder;

                      (iv) to determine  the number of Shares of Common Stock to
be covered by each such award granted hereunder;

                      (v) to approve forms of agreement for use under the Plan;

                      (vi)  to   determine   the  terms  and   conditions,   not
inconsistent  with  the  terms  of the  Plan,  of any  award  granted  hereunder
(including, but not limited to, the rate of vesting of any Option, the per Share
price and any  restriction  or limitation  or waiver of forfeiture  restrictions
regarding  any Option or other award and/or the Shares of Common Stock  relating
thereto,  based  in  each  case  on  such  factors  as the  Administrator  shall
determine, in its sole discretion);

                      (vii) to determine whether and under what circumstances an
Option or Stock  Purchase  Right may be settled in cash  under  subsection  9(e)
instead of Common Stock;

                      (viii) to determine whether, to what extent and under what
circumstances  Common Stock and other  amounts  payable with respect to an award
under this Plan shall be deferred either automatically or at the election of the
participant  (including providing for and determining the amount, if any, of any
deemed earnings on any deferred amount during any deferral period);

                      (ix) to reduce  the  exercise  price of any  Option to the
then  current  Fair Market  Value if the Fair Market  Value of the Common  Stock
covered  by such  Option  shall  have  declined  since the date the  Option  was
granted; and

                      (x) to determine the terms and restrictions  applicable to
Stock Purchase  Rights and the  Restricted  Stock  purchased by exercising  such
Stock Purchase Rights.

              (c) Effect of Committee's Decision. All decisions,  determinations
and  interpretations  of the  Administrator  shall be final and  binding  on all
Optionees.

       5. Eligibility.

              (a)  Nonstatutory  Stock Options and Stock Purchase  Rights may be
granted to Employees  and  Consultants.  Incentive  Stock Options may be granted
only to Employees.  An Employee or Consultant  who has been granted an Option or
Stock Purchase  Right may, if he is otherwise  eligible,  be granted  additional
Options or Stock Purchase Rights.

              (b)  Each  Option  shall  be  designated  in  the  written  option
agreement as either an Incentive  Stock Option or a  Nonstatutory  Stock Option.
However,  notwithstanding  such  designations,  to the extent that the aggregate
Fair Market  Value of the Shares with  respect to which  Options  designated  as
Incentive  Stock  Options  are  exercisable  for the first time by any  Optionee
during  any  calendar  year  (under  all plans of the  Company  or any Parent or
Subsidiary)   exceeds  $100,000,   such  excess  Options  shall  be  treated  as
Nonstatutory Stock Options.

              (c) For purposes of Section 5(b), Incentive Stock Options shall be
taken into account in the order in which they were granted,  and the Fair Market
Value of the Shares shall be  determined  as of the time the Option with respect
to such Shares is granted.

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<PAGE>

              (d) The Plan shall not  confer  upon any  Optionee  any right with
respect to  continuation  of  employment  or  consulting  relationship  with the
Company, nor shall it interfere in any way with his right or the Company's right
to terminate  his  employment or consulting  relationship  at any time,  with or
without cause.

              (e) The following limitations shall apply to grants of Options and
Stock Purchase Rights to Employees:

                      (i) No Employee  shall be  granted,  in any fiscal year of
the Company,  Options and Stock  Purchase  Rights to purchase  more than 200,000
Shares.

                      (ii)  The   foregoing   limitation   shall   be   adjusted
proportionately in connection with any change in the Company's capitalization as
described in Section 13.

                      (iii) If an Option or Stock  Purchase  Right is  cancelled
(other  than in  connection  with a  transaction  described  in Section  13, the
cancelled  Option or Stock Purchase Right will be counted  against the limit set
forth in Section 5(e)(i).  For this purpose,  if the exercise price of an Option
or Stock  Purchase  Right is  reduced,  the  transaction  will be  treated  as a
cancellation of the Option or Stock Purchase Right and the grant of a new Option
or Stock Purchase Right.

       6. Term of Plan.  The Plan shall  become  effective  upon the  earlier to
occur  of its  adoption  by the  Board  of  Directors  or  its  approval  by the
shareholders  of the Company as  described  in Section 19 of the Plan.  It shall
continue in effect for a term of ten (10) years unless sooner  terminated  under
Section 15 of the Plan.

       7. Term of Option.  The term of each  Option  shall be the term stated in
the  written  option  agreement;  provided,  however,  that  in the  case  of an
Incentive  Stock Option,  the term shall be no more than ten (10) years from the
date of grant  thereof or such  shorter  term as may be  provided in the written
option agreement.  However,  in the case of an Incentive Stock Option granted to
an Optionee who, at the time the Option is granted, owns stock representing more
than ten  percent  (10%) of the  voting  power  of all  classes  of stock of the
Company or any Parent or  Subsidiary,  the term of the  Incentive  Stock  Option
shall be five (5) years from the date of grant  thereof or such  shorter term as
may be provided in the written option agreement.

       8. Option Exercise Price and Consideration.

              (a) The per  Share  exercise  price  for the  Shares  to be issued
pursuant to exercise of an Option  shall be such price as is  determined  by the
Board, but shall be subject to the following:

                      (i) In the case of an Incentive Stock Option

                           (A)  granted to an  Employee  who, at the time of the
grant of such  Incentive  Stock Option,  owns stock  representing  more than ten
percent  (10%) of the voting power of all classes of stock of the Company or any
Parent or Subsidiary, the per Share exercise price shall be no less than 110% of
the Fair Market Value per Share on the date of the grant.

                           (B)  granted  to any  other  Employee,  the per Share
exercise  price shall be no less than 100% of the Fair Market Value per Share on
the date of grant.

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<PAGE>

                      (ii) In the case of a Nonstatutory Stock Option

                           (A) granted to an Employee or Consultant  who, at the
time of grant of such  Option,  owns stock  representing  more than ten  percent
(10%) of the voting  power of all  classes of stock of the Company or any Parent
or  Subsidiary,  the per Share  exercise price shall be no less than 110% of the
Fair Market Value per Share on the date of grant.

                           (B) granted to any other Employee or Consultant,  the
per Share  exercise price shall be no less than 85% of the Fair Market Value per
Share on the date of grant.

                      (iii)  Notwithstanding  the  foregoing,   Options  may  be
granted with a per Share exercise price other than as required above pursuant to
a merger or other corporate transaction.

              (b) The  consideration to be paid for the Shares to be issued upon
exercise of an Option,  including the method of payment,  shall be determined by
the  Administrator  (and,  in the case of an Incentive  Stock  Option,  shall be
determined  at the time of grant)  and may  consist  entirely  of (1) cash,  (2)
check,  (3)  promissory  note,  (4) other Shares which (x) in the case of Shares
acquired  upon  exercise of an option either have been owned by the Optionee for
more than six months on the date of surrender or were not acquired,  directly or
indirectly,  from the  Company,  and (y) have a Fair Market Value on the date of
surrender  equal to the aggregate  exercise price of the Shares as to which said
Option shall be exercised, (5) authorization from the Company to retain from the
total number of Shares as to which the Option is exercised that number of Shares
having a Fair Market Value on the date of exercise  equal to the exercise  price
for the total number of Shares as to which the Option is exercised, (6) delivery
of a properly executed exercise notice together with such other documentation as
the  Administrator  and the broker,  if  applicable,  shall require to effect an
exercise of the Option and delivery to the Company of the sale or loan  proceeds
required  to  pay  the  exercise   price,   (7)  by  delivering  an  irrevocable
subscription  agreement  for the Shares which  irrevocably  obligates the option
holder to take and pay for the Shares not more than twelve months after the date
of delivery of the subscription agreement,  (8) any combination of the foregoing
methods of payment,  or (9) such other  consideration  and method of payment for
the issuance of Shares to the extent  permitted under Applicable Laws. In making
its  determination as to the type of  consideration  to accept,  the Board shall
consider if  acceptance  of such  consideration  may be  reasonably  expected to
benefit the Company (Section 315(b) of the California Corporation law).

       9. Exercise of Option.

              (a) Procedure for Exercise;  Rights as a  Shareholder.  Any Option
granted  hereunder  shall be  exercisable  according to the terms hereof at such
times and under such conditions as determined by the Administrator and set forth
in the  written  option  agreement.  Except in the case of  Options  granted  to
officers, directors and Consultants,  Options shall become exercisable at a rate
of no less than 20% per year over five (5) years from the date the  Options  are
granted.

                  An Option may not be exercised for a fraction of a Share.

                  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 by the person  entitled to exercise  the Option and full  payment for
the Shares with  respect to which the Option is exercised  has been  received by
the Company.  Full payment may, as authorized by the  Administrator,  consist of
any  consideration  and method of payment  allowable  under  Section 8(b) of the
Plan. Until the issuance (as evidenced by the appropriate  entry on the books of
the Company or of a duly authorized  transfer agent of the Company) of the stock
certificate evidencing such Shares, no right to vote or receive dividends or any
other rights as a  shareholder  shall exist with respect to the Optioned  Stock,
notwithstanding the exercise of the Option. The Company shall issue (or cause to
be issued)  such stock  certificate  promptly  upon  exercise of the Option.  No
adjustment  will be made for a dividend or other right for which the record date
is prior to the date the stock  certificate  is issued,  except as  provided  in
Section 11 of the Plan.

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<PAGE>

                  Exercise of an Option in any manner shall result in a decrease
in the number of Shares, which thereafter may be available, both for purposes of
the Plan and for sale under the Option,  by the number of Shares as to which the
Option is exercised.

              (b)  Termination of Employment.  In the event of termination of an
Optionee's consulting  relationship or Continuous Status as an Employee with the
Company (as the case may be),  such  Optionee  may, but only within three months
(or such other period of time (of at least thirty (30) days) as is determined by
the  Administrator,  with such  determination  in the case of an Incentive Stock
Option  being made at the time of grant of the Option  and not  exceeding  three
months  after  the  date of such  termination  (but in no event  later  than the
expiration  date  of the  term  of  such  Option  as  set  forth  in the  option
agreement),  exercise  his Option to the extent that  Optionee  was  entitled to
exercise it at the date of such termination. To the extent that Optionee was not
entitled to exercise the Option at the date of such termination,  or if Optionee
does not  exercise  such  Option  to the  extent  so  entitled  within  the time
specified herein, the Option shall terminate.

              (c)  Disability  of Optionee.  Notwithstanding  the  provisions of
Section 9(b) above,  in the event of  termination  of an  Optionee's  consulting
relationship or Continuous  Status as an Employee as a result of his disability,
Optionee  may,  but  only  within  twelve  (12)  months  from  the  date of such
termination  (but in no event later than the expiration date of the term of such
Option as set forth in the option agreement),  exercise the Option to the extent
otherwise  entitled to exercise  it at the date of such  termination;  provided,
however,  that if such  disability is not a "disability" as such term is defined
in Section  22(e)(3) of the Code, in the case of an Incentive  Stock Option such
Incentive  Stock  Option shall  automatically  convert to a  Nonstatutory  Stock
Option on the day three months and one day following  such  termination.  To the
extent that  Optionee  was not  entitled  to exercise  the Option at the date of
termination,  or if  Optionee  does not  exercise  such  Option to the extent so
entitled within the time specified herein, the Option shall terminate.

              (d) Death of  Optionee.  In the event of the death of an Optionee,
the Option may be exercised, at any time within twelve (12) months following the
date of death  (but in no event  later than the  expiration  date of the term of
such Option as set forth in the option  agreement),  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 the  Optionee  was entitled to exercise the
Option at the date of death.  To the extent that  Optionee  was not  entitled to
exercise the Option at the date of termination, or if Optionee does not exercise
such  Option to the extent so entitled  within the time  specified  herein,  the
Option shall terminate.

              (e) Buyout Provisions.  The Administrator may at any time offer to
buy out for a payment in cash or Shares, an Option previously granted,  based on
such terms and conditions as the  Administrator  shall establish and communicate
to the Optionee at the time that such offer is made.

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

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       11. Stock Purchase Rights.

              (a) Rights to Purchase. Stock Purchase Rights may be issued either
alone,  in addition  to, or in tandem with other awards  granted  under the Plan
and/or cash awards made outside of the Plan. After the Administrator  determines
that it will offer Stock  Purchase  Rights  under the Plan,  it shall advise the
offeree in writing or electronically  of the terms,  conditions and restrictions
related to the offer,  including  the number of Shares that such person shall be
entitled  to  purchase,  the price to be paid,  and the time  within  which such
person  must  accept  such  offer.  The terms of the offer  shall  comply in all
respects  with  Section  260.140.42  of  Title  10 of  the  California  Code  of
Regulations.  The offer shall be accepted by  execution  of a  Restricted  Stock
purchase agreement in the form determined by the Administrator.

              (b)  Repurchase  Option.   Unless  the  Administrator   determines
otherwise,  the Restricted  Stock purchase  agreement  shall grant the Company a
repurchase option  exercisable upon the voluntary or involuntary  termination of
the  purchaser's  service  with the Company for any reason  (including  death or
disability).   The  purchase  price  for  Shares  repurchased  pursuant  to  the
Restricted  Stock  purchase  agreement  shall be the original  price paid by the
purchaser and may be paid by cancellation  of any  indebtedness of the purchaser
to  the  Company.  The  repurchase  option  shall  lapse  at  such  rate  as the
Administrator  may  determine.  Except  with  respect  to  Shares  purchased  by
officers,  directors and  Consultants,  the  repurchase  option shall in no case
lapse at a rate of less than 20% per year  over five (5) years  from the date of
purchase.

              (c) Other  Provisions.  The Restricted  Stock  purchase  agreement
shall contain such other terms,  provisions and conditions not inconsistent with
the Plan as may be determined by the Administrator in its sole discretion.

              (d)  Rights as a  Shareholder.  Once the Stock  Purchase  Right is
exercised,  the purchaser shall have rights equivalent to those of a shareholder
and shall be a shareholder  when his or her purchase is entered upon the records
of the duly  authorized  transfer agent of the Company.  No adjustment  shall be
made for a dividend  or other  right for which the  record  date is prior to the
date the Stock Purchase Right is exercised,  except as provided in Section 13 of
the Plan.

       12. Stock  Withholding to Satisfy  Withholding  Tax  Obligations.  At the
discretion  of  the  Administrator,   Optionees  may  satisfy   withholding  tax
obligations  by  electing  to have the  Company  withhold  from the Shares to be
issued upon exercise of an Option or Stock  Purchase Right that number of Shares
having a Fair Market Value equal to the amount required to be withheld. The Fair
Market Value of the Shares to be withheld  shall be  determined on the date that
the amount of tax to be withheld is to be determined. All elections by Optionees
to have Shares  withheld for this  purpose  shall be made in such form and under
such conditions as the Administrator may deem necessary or advisable

       13. Adjustments Upon Changes in Capitalization or Merger.

              (a) Changes in  Capitalization.  Subject to any required action by
the shareholders of the Company, the number of Shares of Common Stock covered by
each  outstanding  Option or Stock Purchase  Right,  and the number of Shares of
Common Stock which have been  authorized  for issuance  under the Plan but as to
which no Options or Stock  Purchase  Rights have yet been  granted or which have
been returned to the Plan upon  cancellation or expiration of an Option or Stock
Purchase  Right,  as well as the price per Share of Common Stock covered by each
such  outstanding  Option  or Stock  Purchase  Right,  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,  stock  dividend,
combination or  reclassification  of the Common Stock,  or any other increase or
decrease in the number of issued Shares of Common Stock effected without receipt


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of consideration by the Company. The 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 issuance 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 or Stock Purchase Right.

              (b)  Dissolution  or  Liquidation.  In the  event of the  proposed
dissolution or liquidation of the Company,  the Administrator  shall notify each
Optionee as soon as  practicable  prior to the  effective  date of such proposed
transaction.  The Administrator in its discretion may provide for an Optionee to
have the right to  exercise  his or her  Option or Stock  Purchase  Right  until
fifteen  (15) days prior to such  transaction  as to all of the  Optioned  Stock
covered thereby, including Shares as to which the Option or Stock Purchase Right
would not otherwise be exercisable.  In addition,  the Administrator may provide
that any Company  repurchase  option  applicable  to any Shares  purchased  upon
exercise of an Option or Stock Purchase Right shall lapse as to all such Shares,
provided the proposed  dissolution or liquidation takes place at the time and in
the manner contemplated.  To the extent it has not been previously exercised, an
Option  or  Stock  Purchase  Right  will  terminate  immediately  prior  to  the
consummation of such proposed action.

              (c) Merger or Asset Sale.  In the event of a merger of the Company
with or into another corporation, or the sale of substantially all of the assets
of the  Company,  each  outstanding  Option and Stock  Purchase  Right  shall be
assumed  or  an  equivalent   option  or  right  substituted  by  the  successor
corporation or a Parent or Subsidiary of the successor corporation. In the event
that the successor corporation refuses to assume or substitute for the Option or
Stock  Purchase  Right,  the Optionee  shall fully vest in and have the right to
exercise the Option or Stock  Purchase  Right as to all of the  Optioned  Stock,
including Shares as to which it would not otherwise be vested or exercisable. If
an Option or Stock Purchase  Right becomes fully vested and  exercisable in lieu
of assumption or  substitution  in the event of a merger or sale of assets,  the
Administrator  shall notify the Optionee in writing or  electronically  that the
Option  or Stock  Purchase  Right  shall be fully  exercisable  for a period  of
fifteen (15) days from the date of such notice, and the Option or Stock Purchase
Right shall  terminate upon the  expiration of such period.  For the purposes of
this paragraph,  the Option or Stock Purchase Right shall be considered  assumed
if,  following  the merger or sale of assets,  the option or right  confers  the
right to purchase or receive,  for each Share of Optioned  Stock  subject to the
Option  or Stock  Purchase  Right  immediately  prior to the  merger  or sale of
assets, the consideration (whether stock, cash, or other securities or property)
received  in the merger or sale of assets by  holders  of Common  Stock for each
Share held on the effective date of the transaction (and if holders were offered
a choice of consideration,  the type of consideration chosen by the holders of a
majority  of  the  outstanding  Shares);   provided,   however,   that  if  such
consideration  received  in the  merger or sale of assets is not  solely  common
stock of the successor  corporation or its Parent,  the Administrator  may, with
the consent of the successor  corporation,  provide for the  consideration to be
received upon the exercise of the Option or Stock Purchase Right, for each Share
of Optioned  Stock subject to the Option or Stock Purchase  Right,  to be solely
common  stock of the  successor  corporation  or its Parent equal in fair market
value to the per share consideration  received by holders of Common Stock in the
merger or sale of assets.



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<PAGE>

       14. Time of Granting Options and Stock Purchase Rights. The date of grant
of an Option or Stock  Purchase  Right shall,  for all purposes,  be the date on
which the Administrator  makes the  determination  granting such Option or Stock
Purchase Right, or such other date as is determined by the Board.  Notice of the
determination shall be given to each Employee or Consultant to whom an Option or
Stock Purchase  Right is so granted  within a reasonable  time after the date of
such grant.

       15. Amendment and Termination of the Plan.

              (a)  Amendment and  Termination.  The Board may at any time amend,
alter, suspend or terminate the Plan.

              (b)  Shareholder  Approval.  The Board  shall  obtain  shareholder
approval of any Plan  amendment to the extent  necessary and desirable to comply
with Applicable Laws.

              (c) Effect of Amendment or Termination. No amendment,  alteration,
suspension or  termination  of the Plan shall impair the rights of any Optionee,
unless mutually  agreed  otherwise  between the Optionee and the  Administrator,
which  agreement  must be in writing and signed by the Optionee and the Company.
Termination of the Plan shall not affect the Administrator's ability to exercise
the powers  granted to it hereunder  with respect to Options  granted  under the
Plan prior to the date of such termination.

       16.  Conditions  Upon  Issuance  of  Shares.  Shares  shall not be issued
pursuant  to the  exercise  of an  Option or Stock  Purchase  Right  unless  the
exercise of such Option or Stock Purchase Right and the issuance and delivery of
such Shares pursuant  thereto shall comply with all relevant  provisions of law,
including,  without  limitation,  the  Securities  Act of 1933, as amended,  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 or Stock  Purchase
Right,  the  Company  may  require  the person  exercising  such Option or Stock
Purchase  Right 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.

       17.  Reservation  of Shares.  The Company,  during the term of this Plan,
will at all times reserve and keep  available  such number of Shares as shall be
sufficient to satisfy the requirements of the Plan.

              The  inability  of  the  Company  to  obtain  authority  from  any
regulatory body having jurisdiction,  which authority is 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 failure to issue or
sell  such  Shares  as to which  such  requisite  authority  shall not have been
obtained.

       18.  Agreements.  Options and Stock Purchase Rights shall be evidenced by
written agreements in such form as the Board shall approve from time to time.



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<PAGE>

       19.  Shareholder  Approval.  Continuance  of the Plan shall be subject to
approval by the  shareholders of the Company within twelve (12) months before or
after the date the Plan is adopted.  Such shareholder approval shall be obtained
in the degree and manner required under Applicable Laws.

       20. Information to Optionees.  The Company shall provide to each Optionee
and to each  individual  who  acquired  Shares  pursuant  to the Plan,  not less
frequently than annually during the period such Optionee or purchaser has one or
more  Options  or Stock  Purchase  Rights  outstanding,  and,  in the case of an
individual  who  acquired  Shares  pursuant to the Plan,  during the period such
individual owns such Shares, copies of annual financial statements.  The Company
shall not be required to provide such  statements to key employees  whose duties
in connection with the Company assure their access to equivalent information.


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