EXHIBIT 4.2


                                 Telispark, Inc.
                             2000 Stock Option Plan

                                    AMENDMENT

Pursuant  to the  authority  granted in Section 14 of the  Telispark  2000 Stock
Option Plan (the "Plan") and in connection with the acquisition of approximately
eighty-percent (80%) all of the issued and outstanding shares of Telispark, Inc.
("Telispark")  by  Infowave  Software,  Inc.  ("Infowave")  on  January  7, 2004
pursuant  to the  Stock  Purchase  Agreement  by and  among  Infowave,  Deloitte
Consulting L.P., Randall Brouckman,  John Cleary, Gary Avery, Abraham Reifer and
Telispark, the Plan is hereby amended as follows:

     Effective January 7, 2004,  Infowave assumes certain  obligations under the
     Plan. All  outstanding  options to purchase common shares of Telispark with
     an exercise price of US$0.11 or less as of January 7, 2004,  whether or not
     currently  exercisable (the "Assumed Options"),  are converted into options
     to purchase Infowave common shares.  The number of Infowave options granted
     to each Telispark  optionee by Infowave in exchange for each Assumed Option
     was  the  number  of  Assumed  Options  held  by  each  Telispark  optionee
     multiplied  by 1.0421.  The exercise  price of each  Assumed  Option is the
     original  exercise  price of each Assumed  Option  multiplied by 1.0421.  A
     total of 1,901,865  Infowave common shares have been reserved from issuance
     pursuant to the assumption by Infowave of the Assumed Options.  The vesting
     terms of the Assumed Options will continue to apply to the Assumed Options.
     No new additional  options will be granted pursuant to the Plan.  Except as
     otherwise described in this paragraph,  the provisions of the Plan continue
     in full force and effect.



<PAGE>

                                 Telispark, Inc.
                             2000 Stock Option Plan


1.   Purpose of the Plan

     The purpose of the Telispark, Inc. 2000 Stock Option Plan is to provide for
directors,  officers, other employees of, and consultants to, Telispark, Inc., a
Delaware  corporation (the "Company"),  and its subsidiaries an incentive (a) to
enter into and  remain in the  service of the  Company or a  subsidiary,  (b) to
enhance the long-term  performance of the Company and its  subsidiaries,  (c) to
acquire  a  proprietary   interest  in  the  success  of  the  Company  and  its
subsidiaries, and (d) to provide certain "performance-based compensation" within
the meaning of Section 162(m)(4)(C) of the Code.

2.   Definitions

     As used in the Plan, the following definitions apply to the terms indicated
below:

     (a)  "Affiliate"  shall  mean  an  entity  (whether  or not  incorporated),
          controlling, controlled by or under common control with the Company.

     (b)  "Board of  Directors"  shall mean the Board of Directors of Telispark,
          Inc.

     (c)  "Cause" shall have the meaning set forth in any  employment  agreement
          between the  Participant  and the Company in effect as of the date the
          event  giving  rise  to  cause  occurred.  In the  absence  of such an
          employment   agreement   provision,   "Cause"  shall  mean:   (a)  the
          Participant's  conviction  of any crime  (whether or not involving the
          Company)  constituting  a felony  in the  jurisdiction  involved;  (b)
          conduct of the Participant related to the Participant's employment for
          which either  criminal or civil  penalties  against the Participant or
          the Company may be sought;  (c) material  violation  of the  Company's
          policies,  including,  without  limitation,  those  relating to sexual
          harassment,  the disclosure or misuse of confidential information,  or
          those set forth in  Company  manuals  or  statements  of  policy;  (d)
          serious neglect or misconduct in the performance of the  Participant's
          duties for the  Company or willful or  repeated  failure or refusal to
          perform such duties; or (e) any material  violation by the Participant
          of the terms of any agreement between the Participant and the Company,
          including,  without  limitation,  any  employment  or  non-competition
          agreement.

          Any rights the  Company  may have  hereunder  in respect of the events
          giving  rise to Cause  shall be in  addition to the rights the Company
          may have under any other  agreement with a Participant or at law or in
          equity. Any determination of whether a Participant's employment is (or
          is  deemed to have  been)  terminated  for Cause  shall be made by the
          Committee in its sole discretion,  which  determination shall be final
          and  binding  on  all  parties.  If,  subsequent  to  a  Participant's
          termination of employment  (whether voluntary or involuntary)  without
          Cause, it is discovered that the  Participant's  employment could have
          been  terminated for Cause,  such  Participant's  employment  shall be
          deemed to have been terminated for Cause. A Participant's  termination
          of employment for Cause shall be effective as of the date


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<PAGE>

          of the  occurrence  of the event giving rise to Cause,  regardless  of
          when the determination of Cause is made.

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

     (e)  "Committee"  shall  mean the Stock  Option  Committee  of the Board of
          Directors;  provided,  however,  that the Committee shall at all times
          consist  of  two  or  more  persons,  all of  whom  are  "non-employee
          directors" within the meaning of Rule 16b-3 under the Exchange Act and
          "outside directors" within the meaning of Section 162(m) of the Code.

     (f)  "Company"  shall  mean  Telispark,  Inc.  or  any  successor  thereto.
          References to the Company also shall include the Company's  Affiliates
          unless the context clearly indicates otherwise.

     (g)  "Company Stock" shall mean the common stock of the Company.

     (h)  "Disability" shall mean a disability described in Section 422(c)(6) of
          the Code.  The  existence of a Disability  shall be  determined by the
          Committee in its absolute discretion.

     (i)  "Exchange  Act" shall mean the  Securities  Exchange  Act of 1934,  as
          amended from time to time.

     (j)  "Fair  Market  Value"  shall mean,  with respect to a share of Company
          Stock on an applicable date:

          (i)  If the principal market for the Company Stock (the "Market") is a
               national  securities  exchange  or the  National  Association  of
               Securities Dealers Automated Quotation System ("NASDAQ") National
               Market,  the last sale price or, if no reported  sales take place
               on the applicable date, the average of the high bid and low asked
               price of Company  Stock as reported  for such Market on such date
               or,  if no such  quotation  is made on  such  date,  on the  next
               preceding day on which there were quotations,  provided that such
               quotations shall have been made within the ten (10) business days
               preceding the applicable date;

          (ii) If  the  Market  is  the  NASDAQ   National   List,   the  NASDAQ
               Supplemental List or another market,  the average of the high bid
               and low asked price for Company Stock on the applicable date, or,
               if no such  quotations  shall have been made on such date, on the
               next preceding day on which there were quotations,  provided that
               such quotations shall have been made within the ten (10) business
               days preceding the applicable date; or,

          (iii)In the event that  neither  paragraph  (i) nor (ii) shall  apply,
               the Fair  Market  Value of a share  of  Company  Stock on any day
               shall be  determined  in good faith by the  Committee in a manner
               consistently applied.



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<PAGE>

     (k)  "Immediate Family Members" shall mean a Participant's spouse, children
          and grandchildren.

     (l)  "Incentive  Stock  Option"  shall mean an Option that is an "incentive
          stock  option"  within the meaning of Section 422 of the Code and that
          is identified as an Incentive  Stock Option in the  applicable  Option
          Agreement.

     (m)  "Non-Qualified  Stock  Option"  shall  mean an  Option  that is not an
          Incentive Stock Option.

     (n)  "Option"  shall mean an option to  purchase  shares of  Company  Stock
          (whether an Incentive  Stock Option or a  Non-Qualified  Stock Option)
          that is granted pursuant to the Plan.

     (o)  "Option Agreement" shall mean an agreement, in such form and including
          such terms as the Committee in its sole  discretion  shall  determine,
          evidencing an Option.

     (p)  "Participant"  shall mean an individual who is eligible to participate
          in the Plan  pursuant  to  Section  5 hereof  and to whom an Option is
          granted  pursuant  to the  Plan,  and,  upon  his or  her  death,  the
          individual's successors,  heirs, executors and administrators,  as the
          case may be.

     (q)  "Person" shall mean a "person," as such term is used in Sections 13(d)
          and 14(d) of the Exchange Act.

     (r)  "Plan" shall mean this  Telispark,  Inc. 2000 Stock Option Plan, as it
          may be amended from time to time.

     (s)  "Reload  Option"  shall  mean an Option  granted to a  Participant  in
          accordance with Section 6 hereof upon the exercise of an Option.

     (t)  "Securities  Act" shall mean the  Securities  Act of 1933,  as amended
          from time to time.

     (u)  References  in this  Plan to a  "termination  of  employment"  or to a
          Participant  or employee who terminates  employment or the like,  mean
          the  Participant's  (i)  ceasing  to be  employed  by,  or to  provide
          consulting or other services for, the Company or any  corporation  (or
          any of its subsidiaries)  which assumes the  Participant's  award in a
          transaction  to  which  Section  424(a)  of the Code  applies  or (ii)
          ceasing to be a member of the Board of Directors.  For purposes of the
          foregoing,  if a  Participant  (a) at the  time  of  reference,  is an
          employee, consultant or a member of the Board of Directors, or any two
          of  the  three  relationships,  or  (b)  ceases  to  be  an  employee,
          consultant  or a member of the Board of Directors and  immediately  is
          engaged  in  another  of such  relationships  with  the  Company,  the
          Participant  shall not be  considered  to have  terminated  employment
          until he ceases the last of such relationships  with the Company.  The
          Committee shall determine  whether any leave of absence  constitutes a
          termination of employment


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<PAGE>

          for purposes of the Plan and the impact,  if any, of any such leave of
          absence on Options theretofore granted under the Plan.

3.   Stock Subject to the Plan

     (a)  Plan Limit

     Subject to  adjustment  as provided in Section 9 hereof,  the Committee may
grant  Options  hereunder  with  respect to shares of Company  Stock that in the
aggregate  do not  exceed  11,300,000  shares.  To the extent  that any  Options
terminate,  expire or are cancelled  without having been  exercised,  the shares
covered by such Options shall again be available for grant under the Plan.

     Shares of Company Stock  issued.  under the Plan may be either newly issued
shares or treasury shares, at the discretion of the Committee.

     (b)  Individual Limit

     Subject to adjustment as provided in Section 9 hereof,  during any calendar
year, the Committee shall not grant any one Participant  Options  hereunder with
respect to more than  11,200,000  shares of Company  Stock,  which  limit  shall
include any shares  represented  by an Option  granted within the same year that
has been cancelled.

4.   Administration of the Plan

     The Plan shall be administered  by the Committee.  The Committee shall from
time to time  designate  the  individuals  who shall be granted  Options and the
amount and type of such Options.

     The Committee  shall have full authority to administer the Plan,  including
authority to interpret  and construe any  provision of the Plan and the terms of
any  Option  issued  under  it,  and to adopt  such  rules and  regulations  for
administering the Plan as it may deem necessary or appropriate,  and to delegate
such administrative responsibilities as it deems appropriate, provided, however,
that the  Committee  shall retain the  responsibility  to  designate  the Option
recipients  and the amount and type of such Options.  Decisions of the Committee
shall be final and binding on all parties. The Committee's  determinations under
the   Plan   may,   but   need   not,   be   uniform   and  may  be  made  on  a
Participant-by-Participant  basis (whether or not two or more  Participants  are
similarly situated).

     The Committee  may, in its absolute  discretion,  without  amendment to the
Plan,  accelerate  the date on which any Option  granted  under the Plan becomes
vested or otherwise  adjust any of the terms of such Option (except that no such
adjustment shall, without the consent of a Participant, reduce the Participant's
rights under any previously  granted and outstanding Option unless the Committee
determines  that such  adjustment  is necessary or  appropriate  to prevent such
Option from constituting  "applicable employee  remuneration" within the meaning
of Section 162(m) of the Code).


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<PAGE>

     Whether  an  authorized  leave  of  absence,  or  absence  in  military  or
government  service,   shall  constitute  termination  of  employment  shall  be
determined  by the Committee in its absolute  discretion,  subject to applicable
law.

     No member of the  Committee  shall be liable for any action,  omission,  or
determination  relating to the Plan,  and the Company  shall  indemnify and hold
harmless each member of the Committee and each other director or employee of the
Company  to  whom  any  duty  or  power  relating  to  the   administration   or
interpretation  of the Plan  has  been  delegated  against  any cost or  expense
(including counsel fees) or liability (including any sum paid in settlement of a
claim with the approval of the Committee) arising out of any action, omission or
determination  relating  to the Plan,  unless,  in  either  case,  such  action,
omission or determination was taken or made by such member, director or employee
in bad faith and without  reasonable belief that it was in the best interests of
the Company.

5.   Eligibility

     The persons who shall be eligible to receive  Options  pursuant to the Plan
shall be (i) officers and salaried employees of the Company and its subsidiaries
(including  employees who are also directors and prospective  salaried employees
conditioned on their becoming salaried employees),  (ii) members of the Board of
Directors  (whether or not they also are employees of the  Company),  (iii) such
consultants to the Company and its subsidiaries as the Committee shall select in
its discretion,  and (iv) any other key persons,  as determined by the Committee
in its sole discretion, provided, however, that Incentive Stock Options only may
be granted to employees of the Company.  For purposes of the preceding sentence,
an employee  means an individual  who is (or is expected to be) classified as an
employee of the Company for purposes of the Company's payroll.

6.   Options

     The Committee may grant Options  pursuant to the Plan. Each Option shall be
evidenced by an Option  Agreement in such form and  including  such terms as the
Committee  shall from time to time  approve.  Options  shall  comply with and be
subject to the following terms and conditions:

     (a)  Identification of Options

     Each  Option  granted  under the Plan  shall be clearly  identified  in the
applicable  Option  Agreement  as  either  an  Incentive  Stock  Option  or as a
Non-Qualified  Stock Option.  In the absence of such  identification,  an Option
shall be deemed to be a Non-Qualified Stock Option.

     (b)  Exercise Price

     The exercise  price-per-share  of any  Non-Qualified  Stock Option  granted
under the Plan shall be such price as the Committee shall  determine  (which may
be equal to, less than or greater  than the then Fair Market Value of a share of
Company Stock) on the date on which such Non-Qualified  Stock Option is granted;
provided,  that such price may not be less than the  minimum  price  required by
law. Subject to Paragraph (d) of this Section 6, the exercise price-per-share of
any Incentive Stock Option granted under the Plan shall be not less than 100% of
the Fair Market


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<PAGE>

Value of a share of  Company  Stock on the date on which  such  Incentive  Stock
Option is granted  (except as permitted in  connection  with the  assumption  or
issuance  of  Options  in a  transaction  to which  Section  424(a)  of the Code
applies) and, to the extent any compensation  payable in respect of an Option is
intended to qualify as performance-based compensation under Section 162(m)(4)(C)
of the Code, the exercise  price-per-share of such Option shall be not less than
100% of the Fair Market  Value of a share of Company  Stock on the date on which
such Option is granted.

     (c)  Term and Exercise of Options

          (i)  Unless otherwise  provided in the applicable Option Agreement and
               subject to  Section  6(g)  hereof,  each  Option  shall vest with
               respect  to a  number  of  shares  of  Company  Stock as close as
               possible  to 1/4 of the shares of Company  Stock  subject to such
               Option  on the  first  anniversary  of the date  such  Option  is
               granted,  and shall  vest with  respect  to a number of shares of
               Company  Stock  as  close as  possible  to 1/36 of the  remaining
               number of shares of Company  Stock subject to such Option on each
               of (i) the last day of the month following the month of the first
               anniversary  of the date such Option is granted and (ii) the last
               day of each  successive  month.  Except as  provided in Section 7
               hereof,  an Option shall first be  exercisable  as of the date on
               which it vests, and shall remain exercisable until the expiration
               of ten  (10)  years  from  the  date  such  Option  was  granted;
               provided,  however,  that each Option shall be subject to earlier
               termination, expiration or cancellation as provided in the Plan.

          (ii) Each Option shall be exercisable  in whole or in part;  provided,
               however,  that no partial  exercise of an Option  shall be for an
               aggregate  exercise price of less than $1,000 unless such partial
               exercise  represents the entire unexercised portion of the Option
               or the  entire  portion of the Option  that is then  vested.  The
               partial  exercise  of an Option  shall not cause the  expiration,
               termination or  cancellation  of the remaining  portion  thereof.
               Upon the  partial  exercise  of an Option,  the Option  Agreement
               evidencing  such  Option  shall be  returned  to the  Participant
               exercising   such  Option  together  with  the  delivery  of  the
               certificates described in Section 6(c)(4) hereof.

          (iii)An  Option  shall  be  exercised  by  delivering  notice  to  the
               Company's principal office, to the attention of its Secretary, at
               such time as the Committee  reasonably  may require.  Such notice
               shall be  accompanied  by the  Option  Agreement  evidencing  the
               Option,  shall specify the number of shares of Company Stock with
               respect to which the Option is being  exercised and the effective
               date  of  the  proposed  exercise  and  shall  be  signed  by the
               Participant. The Participant may withdraw such notice at any time
               prior to the close of business on the  business  day  immediately
               preceding the effective date of the proposed  exercise,  in which
               case such Option  Agreement shall be returned to him. Payment for
               shares of


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<PAGE>

               Company Stock  purchased  upon the exercise of an Option shall be
               made on the effective date of such exercise either:

               A.   in cash, by certified  check,  bank cashier's  check or wire
                    transfer; or

               B.   unless   provided   otherwise  in  the   applicable   Option
                    Agreement,   in  shares  of  Company   Stock  owned  by  the
                    Participant  (which, if acquired pursuant to the exercise of
                    a stock  option,  were acquired at least six months prior to
                    the option  exercise  date) and valued at their Fair  Market
                    Value on the effective date of such  exercise,  or partly in
                    shares  of  Company  Stock  with the  balance  in  cash,  by
                    certified check, bank cashier's check or wire transfer; or

               C.   unless   provided   otherwise  in  the   applicable   Option
                    Agreement,  pursuant to procedures  adopted by the Committee
                    whereby the Participant, by a properly written notice, shall
                    direct  (A)  an   immediate   market  sale  or  margin  loan
                    respecting  all or a part of the shares of Company  Stock to
                    which the Participant is entitled upon exercise  pursuant to
                    an extension of credit by the Company to the  Participant of
                    the  exercise  price,  (B) the  delivery  of the  shares  of
                    Company  Stock from the Company  directly  to the  brokerage
                    firm,  and (C) the delivery of the  exercise  price from the
                    sale  or  margin  loan  proceeds  from  the  brokerage  firm
                    directly to the Company.

               D.   at the  discretion  of  the  Committee  and  to  the  extent
                    permitted by law, by such other  provision as the  Committee
                    may from time to time prescribe.

Any payment in shares of Company Stock shall be effected by the delivery of such
shares to the Secretary of the Company, duly endorsed in blank or accompanied by
stock  powers duly  executed in blank,  together  with any other  documents  and
evidences as the Secretary of the Company shall require from time to time.

          (iv) Certificates  for  shares of  Company  Stock  purchased  upon the
               exercise  of an  Option  shall  be  issued  in  the  name  of the
               Participant or his or her beneficiary (or permitted  transferee),
               as the case may be, and  delivered to the  Participant  or his or
               her beneficiary (or permitted transferee), as the case may be, as
               soon as  practicable  following the  effective  date on which the
               Option is exercised.

     (d)  Limitations on Grant of Incentive Stock Options

          (i)  To the extent that the aggregate Fair Market Value (determined as
               of the time the option is granted)  of the stock with  respect to
               which  Incentive  Stock  Options  granted under this Plan and all
               other  plans of the  Company  (and any  plans of any  "subsidiary
               corporation"  or "parent  corporation"  of the Company within the
               meaning of Section 424 of the Code) are first


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<PAGE>

               exercisable by any employee during any calendar year shall exceed
               the maximum limit  (currently,  $100,000),  if any,  imposed from
               time to time under Section 422 of the Code, such options shall be
               treated as  Non-Qualified  Stock Options.  In such an event,  the
               determination  of which  Options  shall  remain  Incentive  Stock
               Options and which shall be treated as Non-Qualified Stock Options
               shall be based on the order in which such Options  were  granted,
               with the  excess  over the first  $100,000  granted  deemed to be
               Non-Qualified  Stock  Options.  All other terms and provisions of
               such Options that are deemed to be  Non-Qualified  Stock  Options
               shall remain unchanged.

          (ii) No Incentive  Stock Option may be granted to an individual if, at
               the  time of the  proposed  grant,  such  individual  owns  stock
               possessing  more than ten  percent  (10%) of the  total  combined
               voting power of all classes of stock of the Company or any of its
               "subsidiary  corporations" or "parent  corporations"  (within the
               meaning of  Section  424 of the  Code),  unless (i) the  exercise
               price of such Incentive  Stock Option is at least one hundred ten
               percent  (110%) of the Fair  Market  Value of a share of  Company
               Stock at the time such Incentive Stock Option is granted and (ii)
               such  Incentive  Stock  Option  is  not  exercisable   after  the
               expiration  of five  years  from the date  such  Incentive  Stock
               Option is granted.

     (e)  Grants of Reload Options

     If provided in the applicable Option  Agreement,  an additional option (the
"Reload  Option") shall be granted to any Participant  who,  pursuant to Section
6(c)(3)(ii),  delivers shares of Company Stock in partial or full payment of the
exercise price of an Option (the "Original Option").  The Reload Option shall be
for a number of shares of  Company  Stock  equal to the number  thus  delivered,
shall  have an  exercise  price  equal  to the Fair  Market  Value of a share of
Company Stock on the date of exercise of the Original Option,  and shall have an
expiration  date no later than the  expiration  date of the Original  Option.  A
Reload  Option  only  may be  granted  if the  exercise  price-per-share  of the
Original  Option is no less  than the Fair  Market  Value of a share of  Company
Stock on its date of grant.

     (f)  Effect of Termination of Employment

          (i)  Unless otherwise  provided in an applicable Option Agreement,  in
               the event that the  employment of a Participant  with the Company
               shall  terminate  for any reason other than Cause,  Disability or
               death (i) Options granted to such Participant, to the extent that
               they were vested at the time of such  termination,  shall  remain
               exercisable   until  the   expiration   of  90  days  after  such
               termination,  on which date they shall  expire,  and (ii) Options
               granted to such  Participant,  to the  extent  that they were not
               vested at the time of such termination, shall expire at the close
               of business on the date of such termination;  provided,  however,
               that no Option shall be  exercisable  after the expiration of its
               term.


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<PAGE>

          (ii) Unless otherwise  provided in an applicable Option Agreement,  in
               the event that the  employment of a Participant  with the Company
               shall  terminate  on  account of the death or  Disability  of the
               Participant  (i)  Options  granted  to such  Participant,  to the
               extent  that  they were  vested at the time of such  termination,
               shall remain  exercisable  (pursuant to Section 16 hereof)  until
               the expiration of one year after such termination,  on which date
               they shall expire,  and (ii) Options granted to such Participant,
               to the  extent  that  they  were not  vested  at the time of such
               termination, shall expire at the close of business on the date of
               such  termination;  provided,  however,  that no Option  shall be
               exercisable after the expiration of its term.

          (iii)In the event of the  termination  of a  Participant's  employment
               for Cause,  all outstanding  Options granted to such  Participant
               shall  expire at the  commencement  of business on the  effective
               date of such  termination  (or deemed  termination  in accordance
               with Section 2(c)).

     (g)  Other Option Grants.

     The Committee,  in its  discretion,  may grant Options with terms different
than those set forth herein to the extent such Options are in  substitution  for
and have terms  equivalent to options granted by another company that was merged
into or acquired by the Company or an Affiliate or whose assets or substantially
all of whose assets were acquired by the Company or an Affiliate.

7.   Pre- Vesting Exercise

     (a)  Pre-Vesting Exercise

     The Committee, in an Option Agreement, may permit a Participant to exercise
an Option prior to the date on which it vests;  provided,  however, the unvested
portion of the Company  Stock  issuable  upon  exercise of such Option  shall be
subject to the  nontransferability,  forfeiture and repayment provisions of this
Section 7 until such shares vest.

     (b)  Restrictions on Transferability

     Until a share of Company Stock vests,  the  Participant may not transfer or
assign the  Participant's  rights to such share of Company  Stock or to any cash
payment related thereto.  Until a share of Company Stock so vests, no attempt to
transfer or assign such shares or the right to any cash payment related thereto,
whether by transfer, pledge, hypothecation or otherwise and whether voluntary or
involuntary,  by operation of law or  otherwise,  shall vest the  transferee  or
assignee  with any interest or right in or with respect to such share of Company
Stock or such cash payment, and the attempted transfer or assignment shall be of
no force and effect.

     Each such  certificate that is issued pursuant to this Section 7 shall bear
the  following  legend,  in  addition  to any  legends or  restrictions  imposed
pursuant to Section 12 hereof:


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<PAGE>


          "The  transferability  of this  certificate  and the  shares  of stock
          represented  hereby  are  subject  to  the  restrictions,   terms  and
          conditions  (including  forfeiture and restrictions  against transfer)
          contained  in the  Telispark,  Inc.  2000  Stock  Option  Plan  and an
          Agreement entered into between the registered owner of such shares and
          Telispark,  Inc.  A copy of the Plan and  Agreement  is on file in the
          office of the Secretary of Telispark, Inc."

     Such legend  shall not be removed  from the  certificates  evidencing  such
exercised  shares of Company  Stock until such shares vest,  at which time stock
certificates shall be issued pursuant to Section 12 hereof free of such legend.

     Each such stock  certificate,  together  with the stock powers  relating to
such shares of Company Stock, shall be deposited by the Company with a custodian
designated  by the  Company  (the  "Certificate  Custodian").  The  Company  may
designate  itself as Certificate  Custodian  hereunder.  The Company shall cause
such Certificate  Custodian to issue to the Participant a receipt evidencing the
certificates held by it which are registered in the name of the Participant.

     (c)  Dividends

     Unless the Committee in its absolute discretion otherwise  determines,  any
securities or other  property  (including  dividends paid in cash) received by a
Participant  with respect to a share of Company  Stock  issued  pursuant to this
Section  7, as a result of any  dividend,  stock  split,  reverse  stock  split,
recapitalization,  merger,  consolidation,  combination,  exchange  of shares or
otherwise,  will not vest until such share of Company Stock vests,  and shall be
promptly deposited with the Certificate Custodian designated pursuant to Section
7(b)  hereof  until  such share  vests,  at which  time such  property  shall be
delivered to the  Participant.  Any such cash  dividends,  prior to the date the
share vests,  shall be merely an unfunded,  unsecured  promise of the Company to
pay a sum of money to the Participant in the future.

     (d)  Forfeiture and Repayment

     Upon  termination  of a  Participant's  employment  with the  Company or an
Affiliate for any reason (including death), all unvested shares of Company Stock
exercised  pursuant to any Option hereunder shall be immediately and irrevocably
forfeited. In the event of any such forfeiture,  the Certificate Custodian shall
surrender to the Company as soon as practicable after the effective date of such
forfeiture  all  certificates  for such  shares  issued  to  Participant  by the
Company. As soon as practicable after such surrender, but in no event later than
30 days after such surrender,  Participant shall be entitled to a payment by the
Company  in  an  amount,  in  cash  equal  to  the  aggregate  of  the  exercise
price-per-share  paid for each  exercised but unvested share of Company Stock so
forfeited.

8.   Right of Recapture

     If at any time  within  one  year  after  the  date on which a  Participant
exercises an Option, the Committee determines in its discretion that the Company
has been materially harmed by the Participant,  whether such harm (a) results in
the Participant's termination or deemed termination



                                       10


<PAGE>

of  employment  for Cause or (b) results  from any  activity of the  Participant
determined  by the  Committee  to be in  competition  with any  activity  of the
Company,  or  otherwise  inimical,  contrary or harmful to the  interests of the
Company (including,  but not limited to, accepting employment with or serving as
a  consultant,  adviser  or in  any  other  capacity  to an  entity  that  is in
competition with or acting against the interests of the Company),  then any gain
realized by the Participant  from such exercise shall be paid by the Participant
to the Company upon notice from the Company. Such gain shall be determined as of
the date of such exercise,  without regard to any subsequent  change in the Fair
Market Value of a share of Company  Stock.  The Company  shall have the right to
offset such gain against any amounts  otherwise  owed to the  participant by the
Company  (whether as wages,  vacation  pay,  or pursuant to any benefit  plan or
other compensatory arrangement).

9.   Adjustment Upon Changes in Company Stock

     (a)  Shares Available for Grants

     Subject to any required action by the  stockholders of the Company,  in the
event of any  change in the  number of shares of Company  Stock  outstanding  by
reason of any stock  dividend or split,  reverse stock split,  recapitalization,
merger,  consolidation,  combination or exchange of shares or similar  corporate
change,  the maximum number of shares of Company Stock with respect to which the
Committee  may  grant  Options  under  Section 3 hereof  shall be  appropriately
adjusted by the Committee. In the event of any change in the number of shares of
Company  Stock  outstanding  by reason of any other  event or  transaction,  the
Committee  may, but need not, make such  adjustments  in the number and class of
shares of Company  Stock  with  respect to which  Options  may be granted  under
Section 3 hereof as the  Committee  may deem  appropriate.  Any such  adjustment
pursuant  to  this  Section  9(a)  shall  be  made  by  the   Committee,   whose
determination shall be final, binding and conclusive.

     (b)  Outstanding  Options -- Increase or Decrease in Issued Shares  Without
          Consideration

     Subject to any required action by the  stockholders of the Company,  in the
event of any  increase  or  decrease  in the number of issued  shares of Company
Stock resulting from a subdivision or  consolidation  of shares of Company Stock
or the payment of a stock dividend (but only on the shares of Company Stock), or
any other  increase or decrease  in the number of such shares  effected  without
receipt of  consideration  by the Company,  the Committee  shall  proportionally
adjust the number of shares of Company Stock subject to each outstanding  Option
and the exercise  price-per-share of Company Stock of each such Option. Any such
adjustment  pursuant to this Section 9(b) shall be made by the Committee,  whose
determination shall be final, binding and conclusive.

     (c)  Outstanding Options -- Certain Mergers

     Subject to any required action by the  stockholders of the Company,  in the
event  that the  Company  shall be the  surviving  corporation  in any merger or
consolidation (except a merger or consolidation as a result of which the holders
of shares of Company Stock  receive  securities  of another  corporation),  each
Option outstanding on the date of such merger or consolidation shall


                                       11
<PAGE>


pertain to and apply to the securities which a holder of the number of shares of
Company  Stock  subject to such  Option  would have  received  in such merger or
consolidation.

     (d)  Outstanding Options -- Certain Other Transactions

     In the event of (1) a dissolution or liquidation of the Company, (2) a sale
of  all  or  substantially  all  of  the  Company's  assets,  (3)  a  merger  or
consolidation  involving  the Company in which the Company is not the  surviving
corporation or (4) a merger or consolidation  involving the Company in which the
Company is the surviving  corporation but the holders of shares of Company Stock
receive securities of another corporation and/or other property, including cash,
the Committee shall, in its absolute discretion, have the power to:

          (i)  cancel,  effective  immediately  prior to the  occurrence of such
               event,  each Option  outstanding  immediately prior to such event
               (whether or not then vested),  and, in full consideration of such
               cancellation,  pay to the  Participant  to whom such  Option  was
               granted  an  amount  in cash,  for each  share of  Company  Stock
               subject to such Option  equal to the excess of (A) the value,  as
               determined  by the Committee in its absolute  discretion,  of the
               property  (including  cash)  received by the holder of a share of
               Company  Stock as a result of such  event  over (B) the  exercise
               price of such Option; or

          (ii) provide for the exchange of each Option  outstanding  immediately
               prior to such event (whether or not then vested) for an option on
               some or all of the  property  which a  holder  of the  number  of
               shares  of  Company  Stock  subject  to such  Option  would  have
               received  in such  transaction  or on shares of the  acquiror  or
               surviving  corporation and, incident  thereto,  make an equitable
               adjustment  as  determined  by  the  Committee  in  its  absolute
               discretion in the exercise price of the option,  or the number of
               shares  or  amount  of  property  subject  to the  option  or, if
               appropriate,  provide for a cash  payment to the  Participant  to
               whom such  Option was  granted in partial  consideration  for the
               exchange of the Option.

     (e)  Outstanding Options -- Other Changes

     In the  event of any  change  in the  capitalization  of the  Company  or a
corporate change other than those specifically referred to in Sections 9(b), (c)
or (d)  hereof,  the  Committee  may,  in its  absolute  discretion,  make  such
adjustments in the number and class of shares subject to Options  outstanding on
the date on which such change occurs and in the per-share exercise price of each
such Option as the Committee  may consider  appropriate  to prevent  dilution or
enlargement  of  rights.  In  addition,  if  and  to the  extent  the  Committee
determines  it is  appropriate,  the  Committee  may elect to cancel each Option
outstanding  immediately prior to such event (whether or not then vested),  and,
in full consideration of such cancellation,  pay to the Participant to whom such
Option was granted an amount in cash, for each share of Company Stock subject to
such Option,  equal to the excess of (A) the Fair Market Value of Company  Stock
on the date of such cancellation over (B) the exercise price of such Option.



                                       12

<PAGE>

     (f)  Effect of Loss of Affiliate Status

     If an entity  ceases  to be an  Affiliate  because  the  Company  sells its
interest in such entity to another party or parties, such event shall constitute
a termination of employment  from the Company and its Affiliates by Participants
employed  by such  entity  as of the  date it  ceases  to be an  Affiliate.  The
Committee  may, but need not,  adjust the  provisions of the Plan related to the
expiration of any Options not yet vested at  termination  of  employment,  as it
considers appropriate in connection with the specific event resulting in loss of
Affiliate status.

     (g)  No Other Rights

     Except as expressly  provided in the Plan,  no  Participant  shall have any
rights by reason of any subdivision or  consolidation  of shares of stock of any
class,  the payment of any  dividend,  any increase or decrease in the number of
shares  of  stock  of any  class  or any  dissolution,  liquidation,  merger  or
consolidation  of the  Company  or any other  corporation.  Except as  expressly
provided  in the Plan,  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 of shares of Company Stock subject to an Option or the exercise  price of
any Option.

10.  Rights as a Stockholder

     No person shall have any rights as a stockholder with respect to any shares
of Company Stock covered by or relating to any Option  granted  pursuant to this
Plan until the date that the  Participant  becomes the registered  owner of such
shares.  Except  as  otherwise  expressly  provided  in  Section  9  hereof,  no
adjustment  to any Option shall be made for  dividends or other rights for which
the record date occurs prior to the date such stock certificate is issued.

11.  No Special Employment Rights; No Right to Option

     Nothing contained in the Plan or any Option Agreement shall confer upon any
Participant any right with respect to the  continuation of his or her employment
by or other relationship with the Company or interfere in any way with the right
of the Company, subject to the terms of any separate employment agreement to the
contrary,  at any time to terminate  such  employment or to increase or decrease
the  compensation of the  Participant  from the rate in existence at the time of
the grant of an Option.

     No person shall have any claim or right to receive an Option hereunder. The
Committee's  granting of an Option to a  Participant  at any time shall  neither
require  the  Committee  to grant an  Option  to such  Participant  or any other
Participant  or other person at any time nor preclude the Committee  from making
subsequent grants to such Participant or any other Participant or other person.

12.  Securities Matters

     (a)  The Company shall be under no  obligation  to effect the  registration
          pursuant to the  Securities  Act of any  interests  in the Plan or any
          shares of Company  Stock to be issued  hereunder or to effect  similar
          compliance under any state laws.


                                       13

<PAGE>

          Notwithstanding anything herein to the contrary, the Company shall not
          be  obligated  to cause to be issued  or  delivered  any  certificates
          evidencing  shares of Company  Stock  pursuant  to the Plan unless and
          until the  Company is advised by its  counsel  that the  issuance  and
          delivery of such  certificates  is in compliance  with all  applicable
          laws,  regulations of governmental  authority and the  requirements of
          any  securities  exchange on which shares of Company Stock are traded.
          The Committee may require, as a condition of the issuance and delivery
          of  certificates  evidencing  shares of Company Stock  pursuant to the
          terms hereof,  that the recipient of such shares make such  covenants,
          agreements and  representations,  and that such certificates bear such
          legends, as the Committee, in its sole discretion,  deems necessary or
          desirable. The Company shall not permit any shares of Company Stock to
          be issued pursuant to the Plan unless such shares of Company Stock are
          fully paid and  non-assessable,  within the  meaning of Section 152 of
          the Delaware General Corporation Law, except as otherwise permitted by
          Section 153(c) of the Delaware General Corporation Law.

     (b)  The exercise of any Option granted  hereunder  shall be effective only
          at such time as counsel to the Company shall have  determined that the
          issuance  and  delivery  of shares of Company  Stock  pursuant to such
          exercise is in compliance  with all  applicable  laws,  regulations of
          governmental authority and the requirements of any securities exchange
          on which shares of Company Stock are traded. The Committee may, in its
          sole discretion,  defer the effectiveness of any exercise of an Option
          granted  hereunder in order to allow the issuance of shares of Company
          Stock  pursuant  thereto to be made  pursuant  to  registration  or an
          exemption from registration or other methods for compliance  available
          under federal or state securities laws. The Committee shall inform the
          Participant in writing of its decision to defer the  effectiveness  of
          the exercise of an Option  granted  hereunder.  During the period that
          the effectiveness of the exercise of an Option has been deferred,  the
          Participant may, by written notice,  withdraw such exercise and obtain
          a refund of any amount paid with respect thereto.

     (c)  In the event that, prior to the  Participant's  exercise of an Option,
          in whole or in part,  the Company has not  completed  an  underwritten
          public  offering,  then  prior to the  Participant's  exercise  of the
          Option, and as a condition precedent to such exercise and the issuance
          of any  shares  of  Company  Stock,  the  Committee  may  require  the
          Participant  to execute and deliver to the  Committee  an  appropriate
          counterpart  to a  shareholders'  agreement  with the  Company,  which
          agreement  shall include such terms and provisions as the Committee in
          its   discretion   deems   necessary  or  desirable  to  restrict  the
          Participant's  right  to  transfer  such  shares,  including,  without
          limitation, a right of first refusal exercisable by the Company or its
          shareholders   on  the   transfer  of  the  shares   received  by  the
          Participant,   and  a  right  to   repurchase   the  shares  upon  the
          Participant's termination of employment at a specified formula value.


                                       14

<PAGE>

13.  Withholding Taxes

     (a)  Cash Remittance

     Whenever  shares of Company  Stock are to be issued upon the exercise of an
Option,  the Company shall have the right to require the Participant to remit to
the Company,  in cash, an amount  sufficient  to satisfy the federal,  state and
local withholding tax requirements,  if any, attributable to such exercise prior
to the delivery of any certificate or certificates for such shares.

     (b)  Stock Remittance

     At the  election  of  the  Participant,  subject  to  the  approval  of the
Committee, when shares of Company Stock are to be issued upon the exercise of an
Option,  in lieu  of the  remittance  required  by  Section  13(a)  hereof,  the
Participant  may tender to the Company a number of shares of Company Stock,  the
Fair Market  Value of which at the tender date the  Committee  determines  to be
sufficient to satisfy the federal, state and local withholding tax requirements,
if any,  attributable  to such  exercise and not greater than the  Participant's
estimated total federal,  state and local tax  obligations  associated with such
exercise.

     (c)  Stock Withholding

     The Company  shall have the right,  when shares of Company  Stock are to be
issued  upon the  exercise  of an Option  in lieu of  requiring  the  remittance
required by Section 13(a) hereof, to withhold a number of such shares,  the Fair
Market  Value of which at the  exercise  date  the  Committee  determines  to be
sufficient to satisfy the federal, state and local withholding tax requirements,
if any,  attributable to such exercise and is not greater than the Participant's
estimated total federal,  state and local tax  obligations  associated with such
exercise.

14.  Amendment or Termination of the Plan

     The Board of Directors may, at any time, suspend or discontinue the Plan or
revise or amend it in any respect whatsoever;  provided, however, that if and to
the extent required under Section 422 of the Code (if and to the extent that the
Board of Directors  deems it  appropriate to comply with Section 422) and if and
to the extent required to treat some or all of the Options as "performance-based
compensation"  within the  meaning of Section  162(m) of the Code (if and to the
extent  that  the  Board  of  Directors   deems  it  appropriate  to  meet  such
requirements),  no  amendment  shall be  effective  without the  approval of the
stockholders  of the  Company,  that (i) except as provided in Section 9 hereof,
increases  the number of shares of Company  Stock with respect to which  Options
may be issued under the Plan, (ii) modifies the class of individuals eligible to
participate in the Plan or (iii) materially  increases the benefits  accruing to
individuals  pursuant to the Plan. Nothing herein shall restrict the Committee's
ability to exercise its discretionary  authority hereunder pursuant to Section 4
hereof,  which  discretion  may be exercised  without  amendment to the Plan. No
action under this Section 14 may,  without the consent of a Participant,  reduce
the  Participant's  rights under any previously  granted and outstanding  Option
except to the extent that the Board of Directors  determines that such amendment
is  necessary  or  appropriate   to  prevent  such  Options  from   constituting
"applicable  employee  remuneration" within the meaning of Section 162(m) of the
Code.


                                       15

<PAGE>

15.  No Obligation to Exercise

     The grant to a  Participant  of an Option shall impose no  obligation  upon
such Participant to exercise such Option.

16.  Transferability of Options

     (a)  Except as otherwise  provided in this Section 16,  during the lifetime
          of a  Participant  each  Option  granted  to a  Participant  shall  be
          exercisable  only by the Participant and no Option shall be assignable
          or  transferable  otherwise than by will or by the laws of descent and
          distribution.  The Committee may, in an Option  Agreement (other than,
          to the extent inconsistent with the requirements of Section 422 of the
          Code, an Incentive Stock Option), permit a Participant to transfer all
          or  some of the  Options  to (i) the  Participant's  Immediate  Family
          Members  or (ii) a trust or trusts for the  exclusive  benefit of such
          individuals.

     (b)  Upon the death of a Participant,  outstanding  Options granted to such
          Participant that have not been  transferred  pursuant to Section 16(a)
          hereof may be exercised only by the executors or administrators of the
          Participant's  estate or by any  person  or  persons  who  shall  have
          acquired  such right to exercise by will or by the laws of descent and
          distribution.  No  transfer  by  will  or  the  laws  of  descent  and
          distribution of any Option, or the right to exercise any Option, shall
          be effective to bind the Company unless the Committee  shall have been
          furnished  with  written  notice  thereof  and with a copy of the will
          and/or such evidence as the Committee may deem  necessary to establish
          the validity of the transfer.

     (c)  Any  permissible  transfer of an Option only shall be effective  after
          the  Committee  shall have been  furnished  with an  agreement  by the
          transferee  to comply with all the terms and  conditions of the Option
          that are or would have been  applicable to the  Participant  and to be
          bound by the  acknowledgments  made by the  Participant  in connection
          with the grant of the Option.

     (d)  In the event that at any time any doubt  exists as to the right of any
          person to exercise or receive a payment under an Option, the Committee
          shall be  entitled,  in its  discretion,  to delay  such  exercise  or
          payment  until it is  satisfied  that such  right  has been  confirmed
          (which  may,  but  need  not be,  by  order  of a court  of  competent
          jurisdiction),  or to permit such  exercise or make  payment only upon
          receipt of a bond or similar  indemnification  (in such  amount and in
          such form as is satisfactory to the Committee).

17.  Expenses and Receipts

     The  expenses  of the  Plan  shall  be paid by the  Company.  Any  proceeds
received by the Company in  connection  with any Option will be used for general
corporate purposes.



                                       16

<PAGE>

18.  Limitations Imposed by Section 162(m)

     Notwithstanding  any other provision  hereunder,  if and to the extent that
the Committee  determines  the Company's  federal tax deduction in respect of an
Option may be limited as a result of Section  162(m) of the Code,  the Committee
may delay the payment in respect of such  Option  until a date that is within 30
days  after  the date that  compensation  paid to the  Participant  no longer is
subject to the deduction  limitation  under  Section  162(m) of the Code. In the
event that a Participant exercises an Option at a time when the Participant is a
"covered employee," and the Committee determines to delay the payment in respect
of any such Option, the Committee shall credit cash or, in the case of an amount
payable in Company Stock, the Fair Market Value of the Company Stock, payable to
the  Participant  to a book  account.  The  Participant  shall have no rights in
respect  of such book  account  and the  amount  credited  thereto  shall not be
transferable  by the  Participant  other  than by will  or laws of  descent  and
distribution.  The Committee may credit additional  amounts to such book account
as it may determine in its sole discretion.  Any book account created  hereunder
shall  represent  only an unfunded  unsecured  promise by the Company to pay the
amount credited thereto to the Participant in the future.

19.  Participant Obligation to Notify

     In the event that the  Participant  (a)  disposes  of any shares of Company
Stock  acquired upon the exercise of an Incentive  Stock Option (i) prior to the
expiration of two years after the date such  Incentive  Stock Option was granted
or prior to one year after the date the shares  were  acquired or (ii) under any
other  circumstances  described in Section  422(a) of the Code or any  successor
provision,  or (b)  makes an  election  under  Section  83(b) of the Code or any
successor provision,  with respect to Company Stock acquired pursuant to Section
7 hereof,  the  Participant  shall  notify the  Company of such  disposition  or
election within 10 days thereof

20.  Failure to Comply

     In addition to the remedies of the Company elsewhere provided for herein, a
failure by a Participant (or beneficiary or permitted transferee) to comply with
any of the terms and  conditions of the Plan or the  agreement  executed by such
Participant  (or  beneficiary  or permitted  transferee)  evidencing  an Option,
unless such failure is remedied by such Participant (or beneficiary or permitted
transferee)  within 10 days after  having been  notified of such  failure by the
Committee,  shall be grounds for the cancellation and forfeiture of such Option,
in  whole  or in  part,  as the  Committee,  in  its  absolute  discretion,  may
determine.

21.  Effective Date of Plan

     The Plan was adopted by the Board of Directors on July 27, 2000, subject to
approval by the  stockholders  of the Company.  Options may be granted under the
Plan at any time prior to the receipt of such  stockholder  approval;  provided,
however,  that  each such  grant  shall be  subject  to such  approval.  Without
limitation on the foregoing,  no Option may be exercised prior to the receipt of
such approval.  If the Plan is not so approved on or before July 27, 2001,  then
the Plan and all  Options  then  outstanding  under  the  Plan  shall  forthwith
automatically terminate and be of no force or effect.



                                     17

<PAGE>


22.  Term of the Plan

     The  right  to  grant  Options  under  the  Plan  will  terminate  upon the
expiration of 10 years after the date the Plan was adopted.

23.  Applicable Law

     Except to the extent preempted by any applicable federal law, the Plan will
be  construed  and  administered  in  accordance  with the laws of the  State of
Delaware, without reference to the principles of conflicts of law.

24.  Severability

     If any  provision  of the  Plan  shall  hereafter  be held  to be  invalid,
unenforceable  or illegal  in whole or in part,  in any  jurisdiction  under any
circumstances  for any  reason,  (a) such  provision  shall be  reformed  to the
minimum extent  necessary to cause such provision to be valid,  enforceable  and
legal while preserving the intent expressed by the Plan or (b) if such provision
cannot be so reformed, such provision shall be severed from the Plan and, in the
discretion of the Committee,  an equitable  adjustment shall be made to the Plan
(including, without limitation,  addition of necessary further provisions to the
Plan) so as to give  effect to the intent as so  expressed  and the  benefits so
provided.  Such holding shall not affect or impair the validity,  enforceability
or  legality  of such  provision  in any other  jurisdiction  or under any other
circumstances.  Neither such  holding nor such  reformation  or severance  shall
affect or impair the legality, validity or enforceability of any other provision
of the Plan.








                                       18