HYPERMEDIA COMMUNICATIONS, INC.
                            1993 DIRECTOR OPTION PLAN

                            (As Amended June 6, 2000)

       1. Purposes of the Plan.  The purposes of this 1993 Director  Option Plan
are to attract and retain the best  available  personnel  for service as Outside
Directors (as defined herein) of the Company, to provide additional incentive to
the Outside  Directors  of the Company to serve as  Directors,  and to encourage
their continued service on the Board.

              All  Options  granted  hereunder  shall  be  "non-statutory  stock
Options."

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

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

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

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

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

              (e)  "Continuous  Status as a  Director"  means the absence of any
interruption or termination of service as a Director.

              (f) "Director" means a member of the Board.

              (g) "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 in and of itself to
constitute "employment" by the Company.

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

              (i) "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 National
Market System of the National Association of Securities Dealers,  Inc. Automated
Quotation  ("NASDAQ")  System,  the Fair Market Value of a Share of Common Stock
shall be the closing sales price for such stock (or the closing bid, if no sales
were  reported) as quoted on such system or exchange  (or the exchange  with the
greatest volume of trading in Common Stock) on the date of grant, as reported in
The Wall Street Journal or such other source as the Board deems reliable;


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                     (ii) If the  Common  Stock is quoted on the  NASDAQ  System
(but not on the  National  Market  System  thereof)  or  regularly  quoted  by a
recognized  securities  dealer but  selling  prices are not  reported,  the Fair
Market  Value of a Share of Common  Stock shall be the mean  between the bid and
asked  prices for the Common  Stock on the last market  trading day prior to the
day of  determination,  as  reported  in The Wall  Street  Journal or such other
source as the Board deems reliable, 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 Board.

              (i)  "Share"  means a share of the Common  Stock,  as  adjusted in
accordance with Section 10 of the Plan.

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

              (k) "Optioned Stock" means the Common Stock subject to an Option.

              (l) "Optionee" means an outside Director who receives an Option.

              (m) "Outside Director" means a Director who is not an Employee.

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

              (o) "Plan" means this 1993 Director Option Plan.

              (p) "Subsidiary" means a "subsidiary corporation",  whether now or
hereafter existing, as defined in Section 424(f) of the Internal Revenue Code of
1986.

       3. Stock Subject to the Plan.  Subject to the provisions of Section 10 of
the Plan, the maximum  aggregate number of Shares which may be optioned and sold
under the Plan is 350,000 Shares (the "Pool") of Common Stock. The Shares may be
authorized but unissued, or reacquired Common Stock.

              If an Option 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  and   Grants   of   Options   under  the  Plan.

              (a) Procedure for Grants. The provisions set forth in this Section
4(a) shall not be amended more than once every six months, other than to comport
with changes in the Code, the Employee  Retirement  Income Security Act of 1974,
as amended, or the rules thereunder.  All grants of Options to Outside Directors
under  this Plan  shall be  automatic  and  non-discretionary  and shall be made
strictly in accordance with the following provisions:

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                     (i) No person  shall have any  discretion  to select  which
Outside  Directors shall be granted Options or to determine the number of Shares
to be covered by Options granted to Outside Directors.

                     (ii) Each Outside Director shall be  automatically  granted
an Option to purchase  10,000  Shares (the "First  Option") on the date on which
the later of the following  events occurs:  (A) the effective date of this Plan,
as determined in accordance with Section 6 hereof, or (B) the date on which such
person first becomes a Director, whether through election by the stockholders of
the Company or appointment by the Board to fill a vacancy.

                     (iii) After the First Option has been granted to an Outside
Director,  such Outside Director shall  thereafter be  automatically  granted an
Option to purchase 10,000 Shares (a "Subsequent Option") on June 1 of each year,
if on such date, he shall have served on the Board for at least six (6) months.

                     (iv) Notwithstanding the provisions of subsections (ii) and
(iii)  hereof,  any  exercise of an Option made before the Company has  obtained
stockholder  approval of the Plan in accordance  with Section 16 hereof shall be
conditioned upon obtaining such  stockholder  approval of the Plan in accordance
with Section 16 hereof.

                     (v) The terms of a First Option granted  hereunder shall be
as follows:

                            (A) the term of the First  Option  shall be ten (10)
years.

                            (B) the First Option shall be exercisable only while
the Outside Director  remains a Director of the Company,  except as set forth in
Section 8 hereof.

                            (C) the  exercise  price per Share  shall be 100% of
the fair market value per Share on the date of grant of the First Option.

                            (D) the First Option shall become exercisable on the
date of the grant.

                     (vi) The terms of a  Subsequent  Option  granted  hereunder
shall be as follows:

                            (A) the term of the  Subsequent  Option shall be ten
(10) years.

                            (B) the Subsequent  Option shall be exercisable only
while the  Outside  Director  remains a Director of the  Company,  except as set
forth in Section 8 hereof.

                            (C) the  exercise  price per Share  shall be 100% of
the fair market value per Share on the date of grant of the Subsequent Option.

                            (D) the Subsequent  Option shall become  exercisable
on the date of the grant.

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                     (vii) In the event that any Option  granted  under the Plan
would cause the number of Shares subject to outstanding  Options plus the number
of Shares  previously  purchased  under  Options  to exceed  the Pool,  then the
remaining  Shares  available  for Option grant shall be granted under Options to
the Outside Directors on a pro rata basis. No further grants shall be made until
such time,  if any, as additional  Shares  become  available for grant under the
Plan through action of the  stockholders  to increase the number of Shares which
may be issued under the Plan or through  cancellation  or  expiration of Options
previously granted hereunder.

       5.  Eligibility.  Options may be granted only to Outside  Directors.  All
Options shall be automatically granted in accordance with the terms set forth in
Section 4 hereof.  An Outside Director who has been granted an Option may, if he
is otherwise eligible,  be granted an additional Option or Options in accordance
with such provisions.

                 The Plan  shall not  confer  upon any  Optionee  any right with
respect to  continuation  of service as a Director or  nomination  to serve as a
Director,  nor shall it  interfere in any way with any rights which the Director
or the Company may have to terminate his or her directorship at any time.

       6. Term of Plan.  The Plan shall  become  effective  upon the  earlier to
occur of its  adoption by the Board or its approval by the  stockholders  of the
Company as described in Section 16 of the Plan. It shall  continue in effect for
a term of ten (10) years unless sooner terminated under Section 11 of the Plan.

       7. Form of Consideration.  The consideration to be paid for the Shares to
be issued upon  exercise of an Option,  including  the method of payment,  shall
consist of (i) cash,  (ii) check,  (iii) other  shares  which (x) in the case of
Shares acquired upon exercise of an Option,  have been owned by the Optionee for
more than six (6) months on the date of  surrender,  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,  (iv) delivery of a properly
executed  exercise notice together with such other  documentation as the Company
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, or (v) any combination of the foregoing methods of payment.

       8. Exercise of Option.

              (a) Procedure for Exercise;  Rights as a  Stockholder.  Any Option
granted hereunder shall be exercisable at such times as are set forth in Section
4  hereof;  provided,  however,  that no  Options  shall  be  exercisable  until
stockholder  approval of the Plan in accordance  with Section 16 hereof has been
obtained.

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



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              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 consist of any  consideration  and method of payment
allowable  under Section 7 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  stockholder  shall exist
with respect to the Optioned Stock,  notwithstanding the exercise of the Option.
A share  certificate for the number of Shares so acquired shall be issued to the
Optionee as soon as practicable after 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 10 of the
Plan.

              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) Rule 16b-3.  Options granted to Outside  Directors must comply
with the applicable  provisions of Rule 16b-3 promulgated under the Exchange Act
or any  successor  thereto  and shall  contain  such  additional  conditions  or
restrictions as may be required  thereunder to qualify for the maximum exemption
from Section 16 of the Exchange Act with respect to Plan transactions.

              (c) Termination of Continuous  Status as a Director.  In the event
an Optionee's  Continuous  Status as a Director  terminates (other than upon the
Optionee's  death or  disability),  the Optionee may exercise his or her Option,
but only within three (3) months from the date of such termination,  and only to
the extent  that the  Optionee  was  entitled to exercise it at the date of such
termination  (but in no event  later  than the  expiration  of its ten (10) year
term). To the extent that the Optionee was not entitled to exercise an Option at
the date of such  termination,  and to the  extent  that the  Optionee  does not
exercise  such  Option (to the extent  otherwise  so  entitled)  within the time
specified herein, the Option shall terminate.

              (d)  Disability of Optionee.  In the event  Optionee's  Continuous
Status  as a  Director  terminates  as a result  of his or her  disability,  the
Optionee may exercise his or her Option, but only within twelve (12) months from
the date of such  termination,  and only to the  extent  that the  Optionee  was
entitled to exercise it at the date of such  termination  (but in no event later
than the expiration of its ten (10) year term); 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 the Optionee
was not entitled to exercise an Option at the date of  termination,  or if he or
she does not exercise such Option (to the extent  otherwise so entitled)  within
the time specified herein, the Option shall terminate.

              (e) Death of Optionee.  In the event of an Optionee's  death,  the
Optionee's  estate or a person who  acquired the right to exercise the Option by
bequest or  inheritance  may  exercise the Option,  but only within  twelve (12)
months following the date of death, and only to the extent that the Optionee was
entitled  to  exercise  it at the date of death (but in no event  later than the
expiration  of its ten (10) year term).  To the extent that the Optionee was not
entitled to exercise an Option at the date of death,  and to the extent that the
Optionee's  estate or a person who  acquired  the right to exercise  such Option
does not exercise such Option (to the extent  otherwise so entitled)  within the
time specified herein, the Option shall terminate.

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

       10.  Adjustments  Upon Changes in  Capitalization,  Dissolution,  Merger,
Asset Sale or Change of Control.

              (a) Changes in  Capitalization.  Subject to any required action by
the  stockholders  of  the  Company,  the  number  of  Shares  covered  by  each
outstanding  Option and the  number of Shares  which  have been  authorized  for
issuance  under the Plan but as to which no  Options  have yet been  granted  or
which have been  returned  to the Plan upon  cancellation  or  expiration  of an
Option, as well as the price per Share covered by each such outstanding  Option,
shall be proportionately  adjusted for any increase or decrease in the number of
issued Shares 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   effected   without   receipt  of
consideration  by  the  Company;  provided,  however,  that  conversion  of  any
convertible securities of the Company shall not be deemed to have been "effected
without  receipt of  consideration."  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
subject to an Option.

              (b)  Dissolution  or  Liquidation.  In the  event of the  proposed
dissolution or liquidation of the Company,  to the extent that an Option has not
been  previously   exercised,   it  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 shall be assumed or an equivalent Option
shall be substituted  by the successor  corporation or a Parent or Subsidiary of
the successor corporation.  In the event that the successor corporation does not
agree  to  assume  the  Option  or to  substitute  an  equivalent  Option,  each
outstanding  Option shall  terminate as of the date of the closing of the merger
or sale of assets.  For the  purposes  of this  paragraph,  the Option  shall be
considered  assumed if,  following  the merger or sale of assets,  the Option or
right confers the right to purchase, for each Share of Optioned Stock subject to
the Option  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).

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        11.  Amendment and Termination of the Plan.

              (a) Amendment and  Termination.  Except as set forth in Section 4,
the Board may at any time amend, alter, suspend, or discontinue the Plan, but no
amendment, alteration,  suspension, or discontinuation shall be made which would
impair the rights of any Optionee under any grant theretofore made,  without his
or her consent.  In addition,  to the extent  necessary  and desirable to comply
with  Rule  16b-3  under  the  Exchange  Act (or  any  other  applicable  law or
regulation), the Company shall obtain stockholder approval of any Plan amendment
in such a manner and to such a degree as required.

              (b) Effect of  Amendment  or  Termination.  Any such  amendment or
termination  of the Plan  shall not  affect  Options  already  granted  and such
Options  shall  remain  in full  force  and  effect as if this Plan had not been
amended or terminated.

       12. Time of Granting  Options.  The date of grant of an Option shall, for
all purposes, be the date determined in accordance with Section 4 hereof. Notice
of the  determination  shall be given to each Outside Director to whom an Option
is so granted within a reasonable time after the date of such grant.

       13.  Conditions  Upon  Issuance  of  Shares.  Shares  shall not be issued
pursuant to the exercise of an Option unless the exercise of such Option and the
issuance  and  delivery of such Shares  pursuant  thereto  shall comply with all
relevant provisions of law, including, without limitation, the Securities Act of
1933,  as amended,  the  Exchange  Act,  the rules and  regulations  promulgated
thereunder,  state  securities  laws, and the requirements of any stock exchange
upon which the Shares  may then be listed,  and shall be further  subject to the
approval of counsel for the Company with respect to such compliance.

                 As a condition  to the  exercise of an Option,  the Company may
require the person  exercising  such Option to represent and warrant at the time
of any such exercise that the Shares are being purchased only for investment and
without any present  intention to sell or  distribute  such  Shares,  if, in the
opinion of counsel for the Company,  such a representation is required by any of
the aforementioned relevant provisions of law.

                 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.

       14.  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.

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       15.  Option  Agreement.  Options  shall be  evidenced  by written  option
agreements in such form as the Board shall approve.

       16.  Stockholder  Approval.  Continuance  of the Plan shall be subject to
approval  by the  stockholders  of the  Company at or prior to the first  annual
meeting of stockholders  held subsequent to the granting of an Option hereunder.
Such  stockholder  approval shall be obtained in the degree and manner  required
under applicable state and federal law.

       17. Information to Optionees. The Company shall provide to each Optionee,
not less  frequently  than  annually  during the period such Optionee has one or
more Options  outstanding,  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.