EXHIBIT 10





EXHIBIT 10.1   2002 NON-QUALIFIED STOCK COMPENSATION PLAN




2002 NON-QUALIFIED STOCK COMPENSATION PLAN




1.         Purpose of Plan




            1.1       This 2002 NON-QUALIFIEDSTOCK COMPENSATION PLAN (the "Plan")
of ARS Networks, Incorporated, a New Hampshire incorporated company,  (the "Company") for employees, directors,
officers, consultants, advisors and other persons associated with the Company,
is intended to advance the best interests of the Company by providing those
persons who have a substantial responsibility for its management and growth
with additional incentive and by increasing their proprietary interest in the
success of the Company, thereby encouraging them to maintain their
relationships with the Company. 
Further, the availability and offering of stock options and common stock
under the Plan supports and increases the Company's ability to attract and
retain individuals of exceptional talent upon whom, in large measure, the
sustained progress, growth and profitability of the Company depends.




2.         Definitions




            2.1       For Plan purposes, except where the
context might clearly indicate otherwise, the following terms shall have the
meanings set forth below:




            "Board"
shall mean the Board of Directors of the Company.




            "Committee"
shall mean the Compensation Committee, or such other committee appointed by the
Board, which shall be designated by the Board to administer the Plan, or the
Board if no committees have been established. 
The Committee shall be composed of three or more persons as from
time to time are appointed to serve by the Board.  Each member of the Committee, while serving as such, shall be a
disinterested person with the meaning of Rule 16b-3 promulgated under the
Securities Exchange Act of 1934.




            "Common
Shares" shall mean the Company's Common Shares, $.0001 par value per share, or,
in the event that the outstanding Common Shares are hereafter changed into or
exchanged for different shares of securities of the Company, such other shares
or securities.




            "Company"
shall mean ARS Networks, Incorporated a New Hampshire corporation, and any subsidiary corporation of ARS Networks,
Incorporated, as such terms are defined in Sections 425(e) and 425(f),
respectively, of the Code.




            "Fair
Market Value" shall mean, with respect to the date a given stock option is
granted or exercised, the average of the highest and lowest reported sales
prices of the Common Shares, as reported by such responsible reporting service
as the Committee may select, or if there were not transactions in the Common
Shares on such day, then the last preceding day on which transactions took
place.  The above withstanding, the
Committee may determine the Fair Market Value in such other manner as it may
deem more equitable for Plan purposes or as is required by applicable laws or
regulations.




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            "Optionee"
shall mean an employee of, director of or consultant to the company who has
been granted one or more Stock Options under the Plan.




            "Common
Stock" shall mean shares of common stock which are issued by the Company
pursuant to Section 5, below.




"Common Stockholder"means the employee of, consultant to,
or director of the Company or other person to whom shares of Common Stock are
issued pursuant to this Plan.




            "Common
Stock Agreement" means an agreement executed by a Common Stockholder and the
Company as contemplated by Section 5, below, which imposes on the shares of
Common Stock held by the Common Stockholder such restrictions as the Board or
Committee deem appropriate.




            "Stock
Option" or "Non-Qualified Stock Option" or "NQSO" shall mean a stock option
granted pursuant to the terms of the Plan.




            "Stock
Option Agreement" shall mean the agreement between the Company and the Optionee
under which the Optionee may purchase Common Shares hereunder.




3.         Administration of the Plan




            3.1       The Committee shall administer the Plan
and accordingly, it shall recommend to the Board the grant Stock Options and
Common Stock, provide interpretations of the Plan, establish rules and
regulations and perform all other acts, including the delegation of
administrative responsibilities, it believes reasonable and proper.




            3.2       The determination of those eligible to
receive Stock Options and Common Stock, and the amount, type and timing of each
grant and the terms and conditions of the respective stock option agreements
and Common Stock Agreements shall rest in the sole discretion of the Board,
subject to Committee recommendations under the provisions of the Plan.




            3.3       The Board may cancel any Stock Options
awarded under the Plan if an Optionee conducts himself in a manner which the
Committee in its sole discretion determines to be willful, harmful or
detrimental to the best interest of the Company, as set forth more fully in
paragraph 8 of Article 11 of the Plan.




            3.4       The Board, or the Committee, may correct
any defect, supply any omission or reconcile any inconsistency in the Plan, or in
any granted Stock Option, in the manner and to the extent it shall deem
necessary to carry it into effect.




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            3.5       Any decision made, or action taken, by
the Board arising out of or in connection with the interpretation and
administration of the Plan shall be final and conclusive.




            3.6       The Committee shall, in
its discretion, have the power to issue Common Shares to holders of
non-qualified incentive stock option agreements which are outstanding as of the
date hereof, pursuant to the terms of those option agreements.                  




            3.7       Meetings of the Committee shall be held
at such times and places as shall be determined by the Committee.  A majority of the members of the Committee
shall constitute a quorum for the transaction of business, and the vote of a
majority of those members present at any meeting shall decide any question
brought before that meeting.  In
addition, the Committee may take any action otherwise proper under the Plan by
the affirmative vote, taken without a meeting, of a majority of its members.




            3.8       No member of the Committee shall be
liable for any act or omission of any other member of the Committee or for any
act or omission on his own part, including, but not limited to, the exercise of
any power or discretion given to him under the Plan, except those resulting
from his own gross negligence or willful misconduct.




            3.9       The Company, through its management,
shall supply full and timely information to the Committee on all matters
relating to the eligibility of Optionees, their duties and performance, and
current information on any Optionee's death, retirement, disability or other
termination of association with the Company, and such other pertinent
information as the Committee may require. 
The Company shall furnish the Committee with such clerical and other
assistance as is necessary in the performance of its duties hereunder.




4.         Shares Subject to the Plan




            4.1       The total number of shares of the Company
available for grants of Stock Options and Common Stock under the Plan shall be
100,000,000 Common Shares, subject to adjustment in accordance with Article 7
of the Plan, which shares may be either authorized but unissued or reacquired
Common Shares of the Company.




            4.2       If a Stock Option or portion thereof
shall expire or terminate for any reason without having been exercised in full,
the unpurchased shares covered by such NQSO shall be available for future
grants of Stock Options.




5.         Award
Of Common Stock




            5.1       The
Board or Committee from time to time, in its absolute discretion, may (a) award
Common Stock to employees of, consultants to, and directors of the Company, and
such other persons as the Board or Committee may select, and (b) permit Holders
of Options to exercise such Options prior to full vesting therein and hold the
Common Shares issued upon exercise of the Option as Common Stock.  In either such event, the owner of such
Common Stock shall hold such stock subject to such vesting schedule as the
Board or Committee may impose or such vesting schedule to which the Option was
subject, as determined in the discretion of the Board or Committee.




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            5.2       Common
Stock shall be issued only pursuant to a Common Stock Agreement, which shall be
executed by the Common Stockholder and the Company and which shall contain such
terms and conditions as the Board or Committee shall determine consistent with
this Plan, including such restrictions on transfer as are imposed by the Common
Stock Agreement.


            5.3       Upon
delivery of the shares of Common Stock to the Common Stockholder, below, the
Common Stockholder shall have, unless otherwise provided by the Board or
Committee, all the rights of a stockholder with respect to said shares, subject
to the restrictions in the Common Stock Agreement, including the right to
receive all dividends and other distributions paid or made with respect to the
Common Stock.




            5.4.      Notwithstanding anything in this Plan or any Common Stock
Agreement to the contrary, no Common Stockholders may sell or otherwise
transfer, whether or not for value, any of the Common Stock prior to the date
on which the Common Stockholder is vested therein.




            5.5       All
shares of Common Stock issued under this Plan (including any shares of Common
Stock and other securities issued with respect to the shares of Common Stock as
a result of stock dividends, stock splits or similar changes in the capital
structure of the Company) shall be subject to such restrictions as the Board or
Committee shall provide, which restrictions may include, without limitation,
restrictions concerning voting rights, transferability of the Common Stock and
restrictions based on duration of employment with the Company, Company
performance and individual performance; provided that the Board or Committee
may, on such terms and conditions as it may determine to be appropriate, remove
any or all of such restrictions. 
Common Stock may not be sold or encumbered until all applicable
restrictions have terminated or expire. 
The restrictions, if any, imposed by the Board or Committee or the Board
under this Section 5 need not be identical for all Common Stock and the
imposition of any restrictions with respect to any Common Stock shall not
require the imposition of the same or any other restrictions with respect to
any other Common Stock.




            5.6       Each
Common Stock Agreement shall provide that the Company shall have the right to
repurchase from the Common Stockholder the Common Stock or from the Optionee
any unvested options upon a termination of employment, termination of
directorship or termination of a consultancy arrangement, as applicable, at a
cash price per share equal to the purchase price paid by the Common Stockholder
for such Common Stock.




            5.7       In
the discretion of the Board or Committee, the Common Stock Agreement may
provide that the Company shall have the a right of first refusal at Fair Market
Value with respect to the Common Stock and a right to repurchase the Common
Stock upon a termination of the Common Stockholder's employment with the
Company, the termination of the Common Stockholder's consulting arrangement
with the Company, the termination of the Common Stockholder's service on the
Company's Board, or such other events as the Board or Committee may deem
appropriate.




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            5.8       The
Board or Committee shall cause a legend or legends to be placed on certificates
representing shares of Common Stock that are subject to restrictions under
Common Stock Agreements, which legend or legends shall make appropriate
reference to the applicable restrictions.




6.         Stock Option Terms and Conditions




            6.1       Consistent with the Plan's purpose, Stock
Options may be granted to non-employee directors of the Company or other
persons who are performing or who have been engaged to perform services of
special importance to the management, operation or development of the Company.




            6.2       All Stock Options granted under the Plan
shall be evidenced by agreements which shall be subject to applicable
provisions of the Plan, and such other provisions as the Committee may adopt,
including the provisions set forth in paragraphs 2 through 9 of this Section 6.




            6.3       All Stock Options granted hereunder must
be granted within ten years from the earlier of the date of this Plan is
adopted or approved by the Company's shareholders.




            6.4       No Stock Option granted to any employee
or 10% Shareholder shall be exercisable after the expiration of ten years from
the date such NQSO is granted.  The
Committee, in its discretion, may provide that an Option shall be exercisable
during such ten year period or during any lesser period of time.




                        The
Committee may establish installment exercise terms for a Stock Option such that
the NQSO becomes fully exercisable in a series of cumulating portions.  If an Optionee shall not, in any given
installment period, purchase all the Common Shares which such Optionee is
entitled to purchase within such installment period, such Optionee's right to
purchase any Common Shares not purchased in such installment period shall
continue until the expiration or sooner termination of such NQSO.  The Committee may also accelerate the exercise
of any NQSO.  However, no NQSO, or any
portion thereof, may be exercisable until thirty (30) days following date of
grant ("30-Day Holding Period.").




            6.5       A Stock Option, or portion thereof, shall
be exercised by delivery of (i)  a
written notice of exercise of the Company specifying the number of common
shares to be purchased, and (ii) 
payment of the full price of such Common Shares, as fully set forth in
paragraph 6 of this Section 6.




                        No
NQSO or installment thereof shall be exercisable except with respect to whole
shares, and fractional share interests shall be disregarded.  Not less than 100 Common Shares may be
purchased at one time unless the number purchased is the total number at the
time available for purchase under the NQSO. 
Until the Common Shares represented by an exercised NQSO are issued to
an Optionee, he shall have none of the rights of a shareholder.




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            6.6       The exercise price of a Stock Option, or
portion thereof, may be paid:




                        A.        In United States dollars, in cash or by
cashier's check, certified check, bank draft or money order, payable to the
order of the Company in an amount equal to the option price;  or




                        B.         At the discretion of the Committee,
through the delivery of fully paid and nonassessable Common Shares, with an
aggregate Fair Market Value on the date the NQSO is exercised equal to the
option price, provided such tendered Shares have been owned by the Optionee for
at least one year prior to such exercise; 
or




                        C.        By a combination of both A and B above.




                        The
Committee shall determine acceptable methods for tendering Common Shares as
payment upon exercise of a Stock Option and may impose such limitations and
prohibitions on the use of Common Shares to exercise an NQSO as it deems
appropriate.




            6.7       With the Optionee's consent, the
Committee may cancel any Stock Option issued under this Plan and issue a new
NQSO to such Optionee.




            6.8       Except by will or the laws of descent and
distribution, no right or interest in any Stock Option granted under the Plan
shall be assignable or transferable, and no right or interest of any Optionee
shall be liable for, or subject to, any lien, obligation or liability of the
Optionee.  Stock Options shall be
exercisable during the Optionee's lifetime only by the Optionee or the duly
appointed legal representative of an incompetent Optionee.




            6.9       If the Optionee shall die while
associated with the Company or within three months after termination of such
association, the personal representative or administrator of the Optionee's
estate or the person(s) to whom an NQSO granted hereunder shall have been
validly transferred by such personal representative or administrator pursuant
to the Optionee's will or the laws of descent and distribution, shall have the
right to exercise the NQSO for one year after the date of the Optionee's death,
to the extent (i)  such NQSO was
exercisable on the date of such termination of employment by death, and (ii)
such NQSO was not exercised, and (iii) 
the exercise period may not be extended beyond the expiration of the
term of the Option.




                        No
transfer of a Stock Option by the will of an Optionee or by the laws of descent
and distribution shall be effective to bind the Company unless the Company
shall have been furnished with written notice thereof and an authenticated copy
of the will and/or such other evidence as the Committee may deem necessary to
establish the validity of the transfer and the acceptance by the transferee or
transferee of the terms and conditions by such Stock Option.




                        In
the event of death following termination of the Optionee's association with the
Company while any portion of an NQSO remains exercisable, the Committee, in its
discretion, may provide for an extension of the exercise period of up to one
year after the Optionee's death but not beyond the expiration of the term of
the Stock Option.




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7.         Adjustments or Changes in
Capitalization




            7.1       In the event that the outstanding Common
Shares of the Company are hereafter changed into or exchanged for a different
number or kind of shares or other securities of the Company by reason of merger,
consolidation, other reorganization, recapitalization, reclassification,
combination of shares, stock split-up or stock dividend:




                        A.        Prompt, proportionate, equitable, lawful
and adequate adjustment shall be made of the aggregate number and kind of
shares subject to Stock Options which may be granted under the Plan, such that
the Optionee shall have the right to purchase such Common Shares as may be
issued in exchange for the Common Shares purchasable on exercise of the NQSO
had such merger, consolidation, other reorganization, recapitalization,
reclassification, combination of shares, stock split-up or stock dividend not
taken place;




                        B.         Rights under unexercised Stock Options
or portions thereof granted prior to any such change, both as to the number or
kind of shares and the exercise price per share, shall be adjusted
appropriately, provided that such adjustments shall be made without change in
the total exercise price applicable to the unexercised portion of such NQSO's
but by an adjustment in the price for each share covered by such NQSO's;  or




                        C.        Upon any dissolution or liquidation of
the Company or any merger or combination in which the Company is not a
surviving corporation, each outstanding Stock Option granted hereunder shall
terminate, but the Optionee shall have the right, immediately prior to such
dissolution, liquidation, merger or combination, to exercise his NQSO in whole
or in part, to the extent that it shall not have been exercised, without regard
to any installment exercise provisions in such NQSO.




            7.2       The foregoing adjustments and the manner
of application of the foregoing provisions shall be determined solely by the
Committee, whose determination as to what adjustments shall be made and the
extent thereof, shall be final, binding and conclusive.  No fractional Shares shall be issued under
the Plan on account of any such adjustments.




8.         Merger, Consolidation or Tender Offer




            8.1       If the Company shall be a party to a
binding agreement to any merger, consolidation or reorganization or sale of
substantially all the assets of the Company, each outstanding Stock Option
shall pertain and apply to the securities and/or property which a shareholder
of the number of Common Shares of the Company subject to the NQSO would be
entitled to receive pursuant to such merger, consolidation or reorganization or
sale of assets.




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            8.2       In the event that:




                        A.        Any person other than the Company shall
acquire more than 20% of the Common Shares of the Company through a tender
offer, exchange offer or otherwise;




                        B.         A change in the "control" of the
Company occurs, as such term is defined in Rule 405 under the Securities Act of
1933;




                        C.        There shall be a sale of all or
substantially all of the assets of the Company;




any then outstanding Stock Option held by an
Optionee, who is deemed by the Committee to be a statutory officer ("Insider")
for purposes of Section 16 of the Securities Exchange Act of 1934 shall be
entitled to receive, subject to any action by the Committee revoking such an
entitlement as provided for below, in lieu of exercise of such Stock Option, to
the extent that it is then exercisable, a cash payment in an amount equal to
the difference between the aggregate exercise price of such NQSO, or portion
thereof, and, (i)  in the event of an offer
or similar event, the final offer price per share paid for Common Shares, or
such lower price as the Committee may determine to conform an option to
preserve its Stock Option status, times the number of Common Shares covered by
the NQSO or portion thereof, or (ii)  in
the case of an event covered by B or C above, the aggregate Fair Market Value
of the Common Shares covered by the Stock Option, as determined by the
Committee at such time.




            8.3       Any payment which the Company is required
to make pursuant to paragraph 8.2 of this Section 8 shall be made within 15
business days, following the event which results in the Optionee's right to
such payment.  In the event of a tender
offer in which fewer than all the shares which are validly tendered in
compliance with such offer are purchased or exchanged, then only that portion
of the shares covered by an NQSO as results from multiplying such shares by a
fraction, the numerator of which is the number of Common Shares acquired
pursuant to the offer and the denominator of which is the number of Common
Shares tendered in compliance with such offer shall be used to determine the
payment thereupon.  To the extent that
all or any portion of a Stock Option shall be affected by this provision, all
or such portion of the NQSO shall be terminated.




            8.4       Notwithstanding paragraphs 8.1 and 8.3 of
this Section 8, the Committee may, by unanimous vote and resolution,
unilaterally revoke the benefits of the above provisions;  provided, however, that such vote is taken
no later than ten business days following public announcement of the intent of
an offer or the change of control, whichever occurs earlier.




9.         Amendment and Termination of Plan




            9.1       The Board may at any time, and from time
to time, suspend or terminate the Plan in whole or in part or amend it from
time to time in such respects as the Board may deem appropriate and in the best
interest of the Company.




            9.2       No amendment, suspension or termination
of this Plan shall, without the Optionee's consent, alter or impair any of the
rights or obligations under any Stock Option theretofore granted to him under
the Plan.




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            9.3       The Board may amend the Plan, subject to
the limitations cited above, in such manner as it deems necessary to permit the
granting of Stock Options meeting the requirements of future amendments or
issued regulations, if any, to the 
Code.




            9.4       No NQSO may be granted during any
suspension of the Plan or after termination of the Plan.




10.       Government and Other Regulations




            10.1     The obligation of the Company to issue,
transfer and deliver Common Shares for Stock Options exercised under the Plan
shall be subject to all applicable laws, regulations, rules, orders and
approval which shall then be in effect and required by the relevant stock
exchanges on which the Common Shares are traded and by government entities as
set forth below or as the Committee in its sole discretion shall deem necessary
or advisable.  Specifically, in
connection with the Securities Act of 1933, as amended, upon exercise of any
Stock Option, the Company shall not be required to issue Common Shares unless
the Committee has received evidence satisfactory to it to the effect that the
Optionee will not transfer such shares except pursuant to a registration
statement in effect under such Act or unless an opinion of counsel satisfactory
to the Company has been received by the Company to the effect that such
registration is not required.  Any
determination in this connection by the Committee shall be final, binding and
conclusive.  The Company may, but shall
in no event be obligated to, take any other affirmative action in order to
cause the exercise of a Stock Option or the issuance of Common Shares pursuant
thereto to comply with any law or regulation of any government authority.




11.       Miscellaneous Provisions




            11.1     No person shall have any claim or right to
be granted a Stock Option or Common Stock under the Plan, and the grant of an
NQSO or Common Stock under the Plan shall not be construed as giving an
Optionee or Common Stockholder the right to be retained by the Company.  Furthermore, the Company expressly reserves
the right at any time to terminate its relationship with an Optionee with or
without cause, free from any liability, or any claim under the Plan, except as
provided herein, in an option agreement, or in any agreement between the
Company and the Optionee.




            11.2     Any expenses of administering this Plan
shall be borne by the Company.




            11.3     The payment received from Optionee from the
exercise of Stock Options under the Plan shall be used for the general
corporate purposes of the Company.




            11.4     The place of administration of the Plan
shall be in the State of New York, and the validity, construction,
interpretation, administration and effect of the Plan and of its rules and
regulations, and rights relating to the Plan, shall be determined solely in
accordance with the laws of the State of New Hampshire.




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            11.5     Without amending the Plan, grants may be
made to persons who are foreign nationals or employed outside the United
States, or both, on such terms and conditions, consistent with the Plan's
purpose, different from those specified in the Plan as may, in the judgment of
the Committee, be necessary or desirable to create equitable opportunities
given differences in tax laws in other countries.




            11.6     In addition to such other rights of
indemnification as they may have as members of the Board or the Committee, the
members of the Committee shall be indemnified by the Company against all costs
and expenses reasonably incurred by them in connection with any action, suit or
proceeding to which they or any of them may be party by reason of any action
taken or failure to act under or in connection with the Plan or any Stock
Option granted thereunder, and against all amounts paid by them in settlement
thereof (provided such settlement is approved by independent legal counsel
selected by the Company) or paid by them in satisfaction of a judgment in any
such action, suit or proceeding, except a judgment based upon a finding of bad
faith;  provided that upon the
institution of any such action, suit or proceeding a Committee member shall, in
writing, give the Company notice thereof and an opportunity, at its own
expense, to handle and defend the same, with counsel acceptable to the
Optionee,  before such Committee member
undertakes to handle and defend it on his own behalf.




            11.7     Stock Options may be granted under this
Plan from time to time, in substitution for stock options held by employees of
other corporations who are about to become employees of the Company as the
result of a merger or consolidation of the employing corporation with the
Company or the acquisition by the Company of the assets of the employing
corporation or the acquisition by the Company of stock of the employing
corporation as a result of which it becomes a subsidiary of the Company.  The terms and conditions of such substitute
stock options so granted may vary from the terms and conditions set forth in
this Plan to such extent as the Board of Directors of the Company at the time
of grant may deem appropriate to conform, in whole or in part, to the
provisions of the stock options in substitution for which they are granted, but
no such variations shall be such as to affect the status of any such substitute
stock options as a stock option under Section 422A of the Code.




            11.8     Notwithstanding anything to the contrary in
the Plan, if the Committee finds by a majority vote, after full consideration
of the facts presented on behalf of both the Company and the Optionee, that the
Optionee has been engaged in fraud, embezzlement, theft, insider trading in the
Company's stock, commission of a felony or proven dishonesty in the course of
his association with the Company or any subsidiary corporation which damaged
the Company or any subsidiary corporation, or for disclosing trade secrets of
the Company or any subsidiary corporation, the Optionee shall forfeit all
unexercised Stock Options and all exercised NQSO's under which the Company has
not yet delivered the certificates and which have been earlier granted to the
Optionee by the Committee.  The decision
of the Committee as to the cause of an Optionee's discharge and the damage done
to the Company shall be final.  No decision
of the Committee, however, shall affect the finality of the discharge of such
Optionee by the Company or any subsidiary corporation in any manner.




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12.       Written Agreement




            12.1     Each Stock Option granted hereunder shall
be embodied in a written Stock Option Agreement which shall be subject to the
terms and conditions prescribed above and shall be signed by the Optionee and
by the President or any Vice President of the Company, for and in the name and
on behalf of the Company.  Such Stock
Option Agreement shall contain such other provisions as the Committee, in its
discretion shall deem advisable.




 




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 FORM
OF NON-QUALIFIED STOCK OPTION AGREEMENT




















































































            AGREEMENT
made this            day of                                     2002, between                                 

                            (the "Optionee"), and ARS Networks, Incorporated (the "Company").




            1.         Grant
of Option




                        The
Company, pursuant to the provisions of the Non-Qualified Stock Compensation
Plan (the "Plan"), adopted by the Board of Directors on               , 2002, the Company hereby
grants to the Optionee, subject to the terms and conditions set forth or
incorporated herein, an option to purchase from the Company all or any part of
an aggregate of                          shares of its $.0001 par value common stock,
as such common stock is now constituted, at the purchase price of $           per share.  The provisions of the Plan governing the
terms and conditions of the Option granted hereby are incorporated in full
herein by reference.




            2.         Exercise




                        The
Option evidenced hereby shall be exercisable in whole or in part on or after                         and on or before                                      , provided that the cumulative
number of shares of common stock as to which this Option may be exercised
(except in the event of death, retirement, or permanent and total disability,
as provided in paragraph 6.9 of the Plan) shall not exceed the following
amounts:





  	



Cumulative
Number   


      	



Prior to Date


      	 
	

 of Shares   












      	

(Note Inclusive of)












      	 















The Option evidenced hereby shall be exercisable
by the delivery to and receipt by the Company of (i)  written notice of election to exercise, in the form set forth in
Attachment B hereto, specifying the number of shares to be purchased;  (ii) 
accompanied by payment of the full purchase price thereof in cash or
certified check payable to the order of the Company, or by fully paid and
nonassessable common stock of the Company properly endorsed over to the
Company, or by a combination thereof, and 
(iii)  by return of this Stock
Option Agreement for endorsement of exercise by the Company on Schedule I
hereof.  In the event fully paid and
nonassessable common stock is submitted as whole or partial payment for shares
to be purchased hereunder, such common stock will be valued at their Fair
Market Value (as defined in the Plan) on the date such shares received by the
Company are applied to payment of the exercise price.


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            3.         Transferability




                        The
Option evidenced hereby is not assignable or transferable by the Optionee other
than by the Optionee's will or by the laws of descent and distribution, as
provided in paragraph 6.9 of the Plan. 
The Option shall be exercisable only by the Optionee during his
lifetime.




	   	ARS
Networks, Incorporated
	 	 
	 	 
	   	By:                                                                            
    
	   	Name:
	ATTEST:   	Title:
	 	  
	                                                                    
    	 
	Secretary   	   





            Optionee
hereby acknowledges receipt of a copy of the Plan, attached hereto and accepts
this Option subject to each and every term and provision of such Plan.  Optionee hereby agrees to accept as binding,
conclusive and final, all decisions or interpretations of the of the Board of
Directors administering the Plan on any questions arising under such Plan.  Optionee recognizes that if Optionee's
employment with the Company or any subsidiary thereof shall be terminated
without cause, or by the Optionee, prior to completion or satisfactory
performance by Optionee (except as otherwise provided in paragraph 6 of the
Plan) all of the Optionee's rights hereunder shall thereupon terminate; and
that, pursuant to paragraph 6 of the Plan, this Option may not be exercised
while there is outstanding to Optionee any unexercised Stock Option granted to
Optionee before the date of grant of this Option.




	Dated:                       
    	                                                                  
    
	   	Optionee
	   	   
	 	                                                                  
    
	   	Print
Name
	   	   
	 	                                                                  
    
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	   	Social
Security No.


 

13



 




ATTACHMENT B




NOTICE OF EXERCISE


 






To:       ARS Networks, Incorporated








                (1)       The
undersigned hereby elects to purchase ________ shares of Common Shares (the
"Common Shares"), of ARS Networks, Incorporated pursuant to the terms of the
attached Non-Qualified Stock Option Agreement, and tenders herewith payment of
the exercise price in full, together with all applicable transfer taxes, if
any.


                (2)       Please issue
a certificate or certificates representing said shares of Common Shares in the
name of the undersigned or in such other name as is specified below:




	 	 
	 	                                                                  
    
	 	(Name)
	 	 
	 	                                                                  
    
	 	(Address)
	 	                                                                  
    
	 	 
	Dated:	 
	 	 	                                                                  
    
	 	 	Signature



 









Optionee:                                                                     Date of Grant:                                                               








 








                                                                   SCHEDULE
I








 
















	
  DATE

  	
  SHARES

  PURCHASED

  	
  PAYMENT

  RECEIVED

  	
  UNEXERCISED

  SHARES

  REMAINING

  	
  ISSUING

  OFFICER

  INITIALS