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                                                                     EXHIBIT 4.4

                                 NETPODIUM INC.
                      1998 STOCK OPTION/STOCK ISSUANCE PLAN

                                    ARTICLE I

                               GENERAL PROVISIONS

       1.     PURPOSE

              This 1998 Stock Option/Stock Issuance Plan is intended to promote
the interests of Netpodium Inc. (the "Corporation") by providing eligible
individuals who are responsible for the management, growth and financial success
of the Corporation or who otherwise render valuable services to the Corporation
with the opportunity to acquire a proprietary interest, or increase their
proprietary interest, in the Corporation and thereby encourage them to remain in
the service of the Corporation.

              Capitalized terms used herein shall have the meanings ascribed to
such terms in Section 6 of this Article I.

       2.     STRUCTURE OF THE PLAN

              The Plan shall be divided into two separate components: the Option
Grant Program specified in Article II and the Stock Issuance Program specified
in Article III. The provisions of Articles I and IV of the Plan shall apply to
both the Option Grant Program and the Stock Issuance Program and shall
accordingly govern the interests of all individuals in the Plan.

       3.     ADMINISTRATION OF THE PLAN

              (a)    The Plan shall be administered by the Board. The Board at
any time may appoint a Committee and delegate to such Committee some or all of
the administrative powers allocated to the Board pursuant to the provisions of
the Plan. Members of the Committee shall serve for such period of time as the
Board may determine and shall be subject to removal by the Board at any time.
The Board at any time may terminate the functions of the Committee and reassume
all powers and authority previously delegated to the Committee.




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              (b)    The Plan Administrator (either the Board or the Committee,
to the extent the Committee is at the time responsible for the administration of
the Plan) shall have full power and authority (subject to the provisions of the
Plan) to establish such rules and regulations as it may deem appropriate for the
proper Plan administration and to make such determinations under, and issue such
interpretations of, the Plan and any outstanding option grants or share
issuances as it may deem necessary or advisable. Decisions of the Plan
Administrator shall be final and binding on all parties who have an interest in
the Plan or any outstanding option or share issuance.

       4.     OPTION GRANTS AND SHARE ISSUANCES

              (a)    The persons eligible to receive option grants pursuant to
 the Option Grant Program (each an "Optionee") and/or share issuances under the
Stock Issuance Program (each a "Participant") are limited to the following:

                     (1)    Key employees (including officers and directors) of
the Corporation (or its Parent or Subsidiary corporations, if any) who render
services that contribute to the success and growth of the Corporation (or its
Parent or Subsidiary corporations), or that reasonably may be anticipated to
contribute to the future success and growth of the Corporation (or its Parent or
Subsidiary corporations);

                     (2)    The non-employee members of the Board or the
non-employee members of the board of directors of any Parent or Subsidiary
corporations; and

                     (3)    Those consultants or independent contractors who
provide valuable services to the Corporation (or its Parent or Subsidiary
corporations, if any).

              (b)    The Plan Administrator shall have full authority to
determine: (i) with respect to the option grants made under the Plan, which
eligible individuals are to receive option grants, the number of shares to be
covered by each such grant, the status of the granted option as either an
Incentive Option or a Non-Statutory Option, the time or times at which each
granted option is to become exercisable and the maximum term for which the
option may remain outstanding, and (ii) with respect to share issuances under
the Stock Issuance Program, the number of shares to be issued to each
Participant, the vesting schedule (if any) to be applicable to the issued
shares, and the consideration to be paid by the individual for such shares.




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              (c)    The Plan Administrator shall have the absolute discretion
either to grant options in accordance with Article II of the Plan or to effect
share issuances in accordance with Article III of the Plan.

       5.     STOCK SUBJECT TO THE PLAN

              (a)    The stock issuable under the Plan shall be shares of the
Corporation's authorized but unissued or reacquired Common Stock (the "Common
Stock"). The maximum number of shares that may be issued over the term of the
Plan shall not exceed two million two hundred and fifty thousand (2,250,000)
shares of Common Stock. The total number of shares issuable under the Plan shall
be subject to adjustment from time to time in accordance with the provisions of
Section 5(c).

              (b)    Shares subject to (i) the portion of one or more
outstanding options that are not exercised or surrendered prior to expiration or
termination and (ii) outstanding options canceled in accordance with the
cancellation-regrant provisions of Section 5 of Article II will be available for
subsequent option grants or stock issuances under the Plan. Shares issued under
either the Option Grant Program or the Stock Issuance Program (whether as vested
or unvested shares) that are repurchased by the Corporation shall not be
available for subsequent option grants or stock issuances under the Plan.

              (c)    In the event any change is made to the Common Stock
issuable under the Plan by reason of any stock dividend, stock split,
combination of shares, exchange of shares or other change affecting the
outstanding Common Stock as a class without receipt of consideration, then
appropriate adjustments shall be made to (i) the aggregate number and/or class
of shares issuable under the Plan and (ii) the aggregate number and/or class of
shares and the option price per share in effect under each outstanding option in
order to prevent the dilution or enlargement of benefits thereunder. The
adjustments determined by the Plan Administrator shall be final, binding and
conclusive.

              (d)    Common Stock issuable under the Plan, whether under the
Option Grant Program or the Stock Issuance Program, may be subject to such
restrictions on transfer, repurchase rights or other restrictions as may be
determined by the Plan Administrator.

       6.     DEFINITIONS

              The following definitions shall apply to the respective
capitalized terms used herein:




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              Board means the Board of Directors of Netpodium Inc.

              Code means the Internal Revenue Code of 1986, as amended.

              Committee means either the Compensation Committee of the Board or
another committee comprised of two or more members thereof and appointed
pursuant to the Plan to function as the Plan Administrator.

              Corporation means Netpodium Inc., a Washington corporation.

              Corporate Transaction means one or more of the following
transactions:

              (a)    A merger or consolidation in which the Corporation is not
the surviving entity, except for a transaction the principal purpose of which is
to change the state of the Corporation's incorporation,

              (b)    Any reverse merger in which the Corporation is the
surviving entity but in which fifty percent (50%) or more of the Corporation's
outstanding voting stock is transferred to holders different from those who held
the stock immediately prior to such merger, or

              (c)    The sale, transfer or other disposition of all or
substantially all of the assets of the Corporation.

              Employee means an individual who is in the employ of the
Corporation or one or more Parent or Subsidiary corporations. An optionee shall
be considered to be an Employee for so long as such individual remains in the
employ of the Corporation or one or more Parent or Subsidiary corporations,
subject to the control and direction of the employer entity as to both the work
to be performed and the manner and method of performance.

              Exercise Date shall be the date on which written notice of the
exercise of an outstanding option under the Plan is delivered to the
Corporation. Such notice shall be effected pursuant to a stock purchase
agreement incorporating any repurchase rights or first refusal rights retained
by the Corporation with respect to the Common Stock purchased under the option.

              Fair Market Value of a share of Common Stock on any relevant date
shall be determined in accordance with the following provisions:



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              (a)    If the Common Stock is at the time listed or admitted to
trading on any stock exchange, then the Fair Market Value shall be the closing
selling price per share of Common Stock on the date in question on the stock
exchange determined by the Plan Administrator to be the primary market for the
Common Stock. If there is no reported sale of Common Stock on such exchange on
the date in question, then the Fair Market Value shall be the closing selling
price on the exchange on the last preceding date for which such quotation
exists.

              (b)    If the Common Stock is not at the time listed or admitted
to trading on any stock exchange but is traded in the over-the-counter market,
the Fair Market Value shall be the mean between the highest bid and the lowest
asked prices (or if such information is available the closing selling price) per
share of Common Stock on the date in question in the over-the-counter market, as
such prices are reported by the National Association of Securities Dealers
through its NASDAQ National Market System or any successor system. If there are
no reported bid and asked prices (or closing selling price) for the Common Stock
on the date in question, then the mean between the highest bid and lowest asked
prices (or closing selling price) on the last preceding date for which such
quotations exist shall be determinative of Fair Market Value.

              (c)    If the Common Stock is at the time neither listed nor
admitted to trading on any stock exchange nor traded in the over-the-counter
market, or if the Plan Administrator determines that the valuation provisions of
subsections (a) and (b) above will not result in a true and accurate valuation
of the Common Stock then the Fair Market Value shall be determined by the Plan
Administrator after taking into account such factors as the Plan Administrator
shall deem appropriate under the circumstances.

              Incentive Option means an incentive stock option that satisfies
the requirements of Section 422 of the Code.

              Non-Statutory Option means an option not intended to meet the
statutory requirements prescribed for an Incentive Option.

              Parent corporation means any corporation (other than the
Corporation) in an unbroken chain of corporations ending with the Corporation,
provided each such corporation other than the Corporation in the unbroken chain
owns, at the time of the determination, stock possessing fifty percent (50%) or
more of the total combined voting power of all classes of stock in one of the
other corporations in such chain.



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              Permanent Disability means the inability of an individual to
engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to result in
death or which has lasted or can be expected to last for a continuous period of
not less than 12 months.

              Plan means this 1998 Stock Option/Stock Issuance Plan.

              Plan Administrator means the Board or the Committee, to the extent
the Committee is responsible for plan administration in accordance with Article
I, Section 3.

              Service means the performance of services for the Corporation or
one or more Parent or Subsidiary corporations by an individual in the capacity
of an Employee, a non-employee member of the board of directors or an
independent consultant or advisor, unless a different meaning is specified in
the option agreement evidencing the option grant, the purchase agreement
evidencing the purchased option shares or the issuance agreement evidencing any
direct stock issuance. An optionee shall be deemed to remain in Service for so
long as such individual renders services to the Corporation or any Parent or
Subsidiary corporation on a periodic basis in the capacity of an Employee, a
non-employee member of the board of directors or an independent consultant or
advisor.

              Subsidiary corporation means any corporation (other than the
Corporation) in an unbroken chain of corporations beginning with the
Corporation, provided each such corporation other than the last corporation in
the unbroken chain owns, at the time of the determination, stock possessing
fifty percent (50%) or more of the total combined voting power of all classes of
stock in one of the other corporations in such chain.

              Ten Percent Shareholder means the owner of stock (as determined
under Section 424(d) of the Code) possessing ten percent (10%) or more of the
total combined voting power of all classes of stock of the Corporation or any
Parent or Subsidiary corporation.



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                                   ARTICLE II

                              OPTION GRANT PROGRAM

       1.     TERMS AND CONDITIONS OF OPTIONS

              Options granted pursuant to the Plan shall be authorized by action
of the Plan Administrator and, at the discretion of the Plan Administrator, may
be either Incentive Options or Non-Statutory Options. Each granted option shall
be evidenced by one or more instruments in the form approved by the Plan
Administrator; provided, that each such instrument shall comply with and
incorporate the terms and conditions specified below. In addition, each
instrument evidencing an Incentive Option shall be subject to the applicable
provisions of Section 2 of this Article II. The initial grant of options is
attached hereto as Schedule I.

              (a)    Option Price.

                     (1)    The option price per share shall be fixed by the
Plan Administrator.

                     (2)    The option price shall become immediately due upon
exercise of the option, and subject to the provisions of Article IV, Section 2,
shall be payable in cash or check drawn to the Corporation's order. Should the
Corporation's outstanding Common Stock be registered under Section 12(g) of the
Securities Exchange Act of 1934, as amended (the "1934 Act") at the time the
option is exercised, then the option price may also be paid as follows:

                            (A)    In shares of Common Stock held by the
optionee for the requisite period necessary to avoid a charge to the
Corporation's earnings for financial reporting purposes and valued at Fair
Market Value on the Exercise Date; or

                            (B)    Through a special sale and remittance
procedure pursuant to which the Optionee is to (i) provide irrevocable written
instructions to a designated brokerage firm to effect the immediate sale of the
purchased shares and remit to the Corporation, out of the sale proceeds, an
amount sufficient to cover the aggregate option price payable for the purchased
shares plus all applicable Federal and State income and employment taxes
required to be withheld by the Corporation by reason of such purchase and (ii)
concurrently provide written directives to the Corporation to deliver the
certificates for the purchased shares directly to such brokerage firm in order
to effect the sale transaction.



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              (b)    Term and Exercise of Options. Each option granted under the
Plan shall be exercisable at such time or times, during such period, and for
such number of shares as shall be determined by the Plan Administrator and set
forth in the notice of grant and stock option agreement evidencing such option.
No option granted under the Plan, however, shall have a term in excess of ten
(10) years from the grant date. During the lifetime of the Optionee, the option
shall be exercisable only by the Optionee and shall not be assignable or
transferable by the Optionee otherwise than by will or by the laws of descent
and distribution following the Optionee's death.

              (c)    Termination of Service.

                     (1)    Should the Optionee cease to remain in Service for
any reason (including death or Permanent Disability) while holding one or more
outstanding options under the Plan, then except to the extent otherwise provided
pursuant to Section 6 of this Article II, each such option shall remain
exercisable for the limited period of time (not to exceed twelve (12) months
after the date of such cessation of Service) specified by the Plan Administrator
in the option agreement. In no event, however, shall any such option be
exercisable after the specified expiration date of the option term. During such
limited period of exercisability, the option may not be exercised for more than
that number of shares (if any) for which such option is exercisable on the date
of the Optionee's cessation of Service. Upon the expiration of such period or
(if earlier) upon the expiration of the option term, the option shall terminate
and cease to be exercisable.

                     (2)    Any option granted to an Optionee under the Plan and
exercisable in whole or in part on the date of the Optionee's death may be
subsequently exercised by the personal representative of the Optionee's estate
or by the person or persons to whom the option is transferred pursuant to the
Optionee's will or in accordance with the laws of descent and distribution. The
maximum number of shares for which such option may be exercised shall be limited
to the number of shares (if any) for which the option is exercisable on the date
of the Optionee's cessation of Service. Any such exercise of the option must be
effected prior to the earlier of the first anniversary of the date of the
Optionee's death or the specified expiration date of the option term. Upon the
occurrence of either such event, the option shall terminate and cease to be
exercisable.

                     (3)    Notwithstanding Subsections (1) and (2) above, the
Plan Administrator shall have discretion, exercisable either at the time the
option is granted or at the time the Optionee ceases Service, to allow one or
more outstanding options held by the Optionee to be exercised, during the
limited period of exercisability following the Optionee's




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cessation of Service, not only with respect to the number of shares for which
the option is exercisable at the time of the Optionee's cessation of Service but
also with respect to one or more subsequent installments of purchasable shares
for which the option otherwise would have become exercisable had such cessation
of Service not occurred.

                     (4)    Notwithstanding any provision of this Article II or
any other provision of this Plan to the contrary, any options granted under this
Plan shall terminate as of the date the Optionee ceases to be in the Service of
the Corporation if the Optionee was terminated for "cause" or could have been
terminated for "cause." If the Optionee has an employment or consulting
agreement with the Corporation, the term "cause" shall have the meaning given
that term in such employment or consulting agreement. If the Optionee does not
have an employment or consulting agreement with the Corporation, or if such
agreement does not define the term "cause," the term "cause" shall mean: (A)
misconduct or dishonesty that materially adversely affects the Corporation,
including without limitation (i) an act materially in conflict with the
financial interests of the Corporation, (ii) an act that could damage the
reputation or customer relations of the Corporation, (iii) an act that could
subject the Corporation to liability, (iv) an act constituting sexual harassment
or other violation of the civil rights of coworkers, (v) failure to obey any
lawful instruction of the Board or any officer of the Corporation and (vi)
failure to comply with, or perform any duty required under, the terms of any
confidentiality, inventions or noncompetition agreement the Optionee may have
with the Corporation, or (B) acts constituting the unauthorized disclosure of
any of the trade secrets or confidential information of the Corporation, unfair
competition with the Corporation or the inducement of any customer of the
Corporation to breach any contract with the Corporation. The right to exercise
any option shall be suspended automatically during the pendency of any
investigation by the Board or its designee, and/or any negotiations by the Board
or its designee and the Optionee, regarding any actual or alleged act or
omission by the Optionee of the type described in this section.

              (d)    Shareholder Rights. An Optionee shall have none of the
rights of a shareholder with respect to any shares covered by the option until
such Optionee shall have exercised the option and paid the option price.

              (e)    Repurchase Rights. The shares of Common Stock issued under
the Plan shall be subject to certain repurchase rights of the Corporation in
accordance with the following provisions:

                     (1)    (A) The Plan Administrator shall have the discretion
to authorize the issuance of unvested shares of Common Stock under the Plan.
Should the Optionee cease Service or should the Corporation consummate a
Corporate Transaction



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while the Optionee is holding such unvested shares, the Corporation shall have
the right to repurchase, at the option price paid per share, all or (at the
discretion of the Corporation and with the consent of the Optionee) any portion
of those such shares The terms and conditions upon which such repurchase right
shall be exercisable (including the period and procedure for exercise and the
appropriate vesting schedule for the purchased shares) shall be established by
the Plan Administrator and set forth in an instrument evidencing such right.

                            (B)    The repurchase right shall be assignable to
any person or entity selected by the Corporation, including one or more of the
Corporation's shareholders. If the selected assignee is other than a Parent or
Subsidiary corporation, however, then the assignee must make a cash payment to
the Corporation, upon the assignment of the repurchase right, in an amount equal
to the amount by which the Fair Market Value of the unvested shares at the time
subject to the assigned right exceeds the aggregate repurchase price payable for
such unvested shares.

                            (C)    Upon the occurrence of a Corporate
Transaction, the Plan Administrator may, at its sole discretion, (i) terminate
all or any outstanding repurchase rights under the Plan and thereby cause the
shares subject to such rights to vest immediately in full, (ii) arrange for all
or any of the repurchase rights to be assigned to the successor corporation (or
parent thereof) in connection with the Corporate Transaction or (iii) exercise
the Corporation's right to repurchase any unvested shares contemporaneously with
the consummation of the Corporate Transaction if such right is provided in the
instrument pursuant to which such unvested shares were issued.

                     (2)    Until such time as the Corporation's outstanding
shares of Common Stock are first registered under Section 12(g) of the 1934 Act,
the Corporation shall have the right of first refusal with respect to any
proposed sale or other disposition by the Optionee (or any successor in interest
by reason of purchase, gift or other mode of transfer) of any shares of Common
Stock issued under the Plan. Such right of first refusal shall be exercisable by
the Corporation (or its assignees) in accordance with the terms and conditions
established by the Plan Administrator and set forth in the instrument evidencing
such right.

       2.     INCENTIVE OPTIONS

              The terms and conditions specified below shall be applicable to
all Incentive Options granted under the Plan. Incentive Options may be granted
only to individuals who are Employees. Options that are specifically designated
as Non-Statutory Options when issued under the Plan shall not be subject to the
following terms and conditions.



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              (a)    Option Price. The option price per share of the Common
Stock subject to an Incentive Option shall in no event be less than one hundred
percent (100%) of the Fair Market Value of a share of Common Stock on the grant
date; provided, if the individual to whom the option is granted is at the time a
Ten Percent Shareholder, then the option price per share shall not be less than
one hundred ten percent (110%) of the Fair Market Value of the Common Stock on
the grant date.

              (b)    Dollar Limitation. The aggregate Fair Market Value
(determined as of the respective date or dates of grant) of the Common Stock for
which one or more options granted to any Employee under this Plan (or any other
option plan of the Corporation or any Parent or Subsidiary corporation) may for
the first time become exercisable as incentive stock options under the Federal
tax laws during any one calendar year shall not exceed the sum of one hundred
thousand dollars ($100,000). To the extent the Employee holds two or more such
options which become exercisable for the first time in the same calendar year,
the foregoing limitation on the exercisability thereof as Incentive Options
under the Federal tax laws shall be applied on the basis of the order in which
such options are granted.

              (c)    Option Term for Ten Percent Shareholder. No option granted
to a Ten Percent Shareholder shall have a term in excess of five (5) years from
the grant date.

                     Except as modified by the preceding provisions of this
Section 2, all the provisions of the Plan shall be applicable to the Incentive
Options granted hereunder.

       3.     CORPORATE TRANSACTION

              (a)    In connection with any Corporate Transaction, the Plan
Administrator, in its sole discretion, may (i) accelerate each or any
outstanding option under the Plan so that each or any such option, immediately
prior to the specified effective date for such Corporate Transaction, shall
become fully exercisable with respect to the total number of shares of Common
Stock at the time subject to such option and may be exercised for all or any
portion of such shares, (ii) arrange for each or any outstanding option either
to be assumed by the successor corporation or parent thereof or to be replaced
with a comparable option to purchase shares of the capital stock of the
successor corporation or parent thereof, (iii) arrange for the option to be
replaced by a comparable cash incentive program of the successor corporation
based on the option spread (the amount by which the Fair Market Value of the
shares of Common Stock subject at the time to the option exceeds the option
price payable for such shares), or (iv) take none of the actions described in
clauses (i), (ii) or (iii) above and allow the option to terminate as provided
in Section 4(b) below. The





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determination of comparability under clauses (ii) and (iii) above shall be made
by the Plan Administrator, and such determination shall be final, binding and
conclusive.

              (b)    In the event of any Corporate Transaction, each option
outstanding under the Plan shall terminate upon the consummation of such
Corporate Transaction and cease to be exercisable, unless the Plan Administrator
takes one of the actions set forth in Section 3(a) above.

              (c)    If the outstanding options under the Plan are assumed by
the successor corporation (or parent thereof) in the Corporate Transaction or
are otherwise to continue in effect following such Corporate Transaction, then
each such assumed or continuing option, immediately after such Corporate
Transaction, shall be appropriately adjusted to apply and pertain to the number
and class of securities or other property that would have been issuable to the
option holder, in consummation of the Corporate Transaction, had the option been
exercised immediately prior to such Corporate Transaction. Appropriate
adjustments shall also be made to the option price payable per share, provided
the aggregate option price payable for such securities or other property shall
remain the same. In addition, the number and class of securities or other
property available for issuance under the Plan following the consummation of
such Corporate Transaction shall be appropriately adjusted.

              (d)    The exercisability as incentive stock options under the
Federal tax laws of any options accelerated in connection with the Corporate
Transaction shall remain subject to the applicable dollar limitation of
Subsection 2(b) of this Article II.

              (e)    The grant of options under this Plan shall in no way affect
the right of the Corporation to adjust, reclassify, reorganize or otherwise
change its capital or business structure or to merge, consolidate, dissolve,
liquidate or sell or transfer all or any part of its business or assets.

       4.     CANCELLATION AND NEW GRANT OF OPTIONS

              The Plan Administrator shall have the authority to effect, at any
time and from time to time, with the consent of the affected Optionees, the
cancellation of any or all outstanding options under the Plan and to grant in
substitution therefor new options under the Plan covering the same or different
numbers of shares of Common Stock but having, in the case of an Incentive
Option, an option price per share not less than one hundred percent (100%) of
such Fair Market Value per share of Common Stock on the new grant date, or, in
the case of a Ten Percent Shareholder, not less than one hundred and ten percent
(110%) of such Fair Market Value.




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       5.     EXTENSION OF EXERCISE PERIOD

              The Plan Administrator shall have full power and authority to
extend (either at the time the option is granted or at any time that the option
remains outstanding) the period of time for which the option is to remain
exercisable following the Optionee's cessation of Service, from the limited
period set forth in the option agreement, to such greater period of time as the
Plan Administrator may deem appropriate under the circumstances. In no event,
however, shall such option be exercisable after the specified expiration date of
the option term.

                                   ARTICLE III

                             STOCK ISSUANCE PROGRAM

       1.     TERMS AND CONDITIONS OF STOCK ISSUANCES

              Shares of Common Stock shall be issuable under the Stock Issuance
Program through direct and immediate issuances without any intervening stock
option grants. Each such stock issuance shall be evidenced by a Stock Issuance
Agreement ("Issuance Agreement") that complies with the terms and conditions of
this Article III.

              (a)    Issue Price.

                     (1)    Shares may, in the absolute discretion of the Plan
Administrator, be issued for consideration with a value less than one-hundred
percent (100%) of the Fair Market Value of the issued shares.

                     (2)    Shares shall be issued under the Plan for such
consideration as the Plan Administrator shall from time to time determine,
provided that in no event shall shares be issued for consideration other than:

                            (A)    Cash or check payable to the Corporation,

                            (B)    A promissory note in favor of the
Corporation, which may be subject to cancellation by the Corporation in whole or
in part upon such terms and conditions as the Plan Administrator shall specify,
or

                            (C)    Services rendered.





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              (b)    Vesting Schedule.

                     (1)    In the discretion of the Plan Administrator, the
interest of a Participant in the shares of Common Stock issued to such
Participant under the Plan may be fully and immediately vested upon issuance or
may vest in one or more installments in accordance with the vesting provisions
of Subsection (b)(4) below. Except as otherwise provided in Subsection (b)(2),
the Participant may not transfer any issued shares in which such Participant
does not have a vested interest. Accordingly, all unvested shares issued under
the Plan shall bear the restrictive legend specified in Article IV, Section 1
until such legend is removed in accordance with such section. Regardless of
whether or not a Participant's interest in such shares is vested, such
Participant shall be entitled to exercise all the rights of a shareholder with
respect to the shares of Common Stock issued to Participant hereunder, including
the right to vote such shares and to receive any cash dividends or other
distributions paid or made with respect to such shares. Any new, additional or
different shares of stock or other property (including money paid other than as
a regular cash dividend) that the holder of unvested Common Stock may have the
right to receive with respect to such unvested shares by reason of a stock
dividend, stock split, reclassification or other change affecting the
outstanding Common Stock as a class without the Corporation's receipt of
consideration therefor shall be issued subject to (i) the same vesting
requirements under Subsection (b)(4) applicable to the unvested Common Stock and
(ii) such escrow arrangements as the Plan Administrator shall deem appropriate.

                     (2)    As used in this Article III, the term "transfer"
shall include (without limitation) any sale, pledge, encumbrance, gift or other
disposition of such shares. A Participant shall have the right to make a gift of
unvested shares acquired under the Stock Issuance Program to Participant's
spouse, parents or issue or to a trust established for such spouse, parents or
issue, provided the donee of such shares delivers to the Corporation, at the
time of such donee's acquisition of the gifted shares, a written agreement to be
bound by all the provisions of the Plan and the Issuance Agreement executed by
the Participant.

                     (3)    Should the Participant cease Service for any reason
while Participant's interest in the Common Stock remains unvested, then the
Corporation shall have the right to repurchase, at the original purchase price
paid by the Participant, all or (at the discretion of the Corporation and with
the consent of the Participant) any portion of the shares in which the
Participant is not at the time vested, and the Participant shall thereafter
cease to have any further shareholder rights with respect to the repurchased
shares.




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                     (4)    Any shares of Common Stock issued under the Stock
Issuance Program that are not vested at the time of such issuance shall vest in
one or more installments thereafter. The elements of the vesting schedule,
specifically, the performance or service objectives to be completed or achieved,
the number of installments in which the shares are to vest, the interval or
intervals (if any) that are to lapse between installments and the effect that
death, Permanent Disability or other event designated by the Plan Administrator
is to have upon the vesting schedule, shall be determined by the Plan
Administrator and specified in the Issuance Agreement.

                     (5)    In its discretion, the Plan Administrator may elect
not to exercise, in whole or in part, its repurchase rights with respect to any
unvested Common Stock or other assets that would otherwise at the time be
subject to repurchase pursuant to the provisions of Subsection (b)(3) above.
Such an election shall result in the immediate vesting of the Participant's
interest in the shares of Common Stock as to which the election applies.

                     (6)    No shares of Common Stock or other assets shall be
issued or delivered under this Plan unless and until, in the opinion of counsel
for the Corporation (or its successor in the event of any Corporate
Transaction), there shall have been compliance with all applicable requirements
of the securities exchange on which stock of the same class is then listed and
all other requirements of Federal and state law or of any regulatory bodies
having jurisdiction over such issuance and delivery.

              (c)    Right of First Refusal. The Plan Administrator may also in
its discretion establish as a term and condition of the issuance of one or more
shares of Common Stock under the Stock Issuance Program that the Corporation
shall have a right of first refusal with respect to any proposed disposition by
the Participant (or any successor in interest by reason of purchase, gift or
other mode of transfer) of one or more shares of such Common Stock. Such right
of first refusal shall be exercisable by the Corporation (or its assignees) in
accordance with the terms and conditions specified in the instrument evidencing
such right.




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<PAGE>   16
       2.     CORPORATE TRANSACTION

              Upon the occurrence of a Corporate Transaction, the Plan
Administrator, in its discretion, may (i) terminate all or any outstanding
repurchase rights under this Article III of the Plan and thereby cause the
shares subject to such rights to vest immediately in full, (ii) arrange for all
or any of the repurchase rights to be assigned to the successor corporation (or
parent thereof) in connection with the Corporate Transaction or (iii) exercise
the Corporation's right to repurchase any unvested shares contemporaneously with
the consummation of the Corporate Transaction if such right is provided in the
Issuance Agreement pursuant to which such unvested shares were issued.


                                   ARTICLE IV

                                  MISCELLANEOUS

       1.     STOCK LEGENDS.

              Each certificate representing shares of Common Stock (or other
securities) issued pursuant to the Plan shall bear restrictive legends
substantially as follows:

              (a)    "The shares represented by this certificate
                     have not been registered under the
                     Securities Act of 1933. The shares may not
                     be sold, offered for sale, pledged or
                     hypothecated in the absence of an effective
                     registration statement for the shares under
                     said Act and laws or an opinion of counsel
                     satisfactory to the Corporation that such
                     registration is not required with respect to
                     such sale or offer."

              (b)    "This certificate and the shares represented
                     hereby may not be sold, assigned,
                     transferred, encumbered, or in any manner
                     disposed of except in conformity with the
                     terms of written agreements between the
                     Company and the registered holder of the
                     shares (or the predecessor in interest to
                     the shares). Upon written request, the
                     Company will furnish without charge a copy
                     of such agreements to the holder hereof."

       2.     LOANS

              (a)    The Plan Administrator, in its discretion, may assist any
Optionee or Participant (including an Optionee or Participant who is an officer
or director of the Corporation) in the exercise of one or more options granted
to such Optionee under the




                                       16
<PAGE>   17

Article II Option Grant Program or the purchase of one or more shares issued to
such Participant under the Article III Stock Issuance Program, including the
satisfaction of any Federal and State income and employment tax obligations
arising therefrom, by

                     (1)    Authorizing the extension of a loan from the
Corporation to such Optionee or Participant, or

                     (2)    Permitting the Optionee or Participant to pay the
option price or purchase price for the purchased Common Stock in installments
over a period of years.

              (b)    The terms of any loan or installment method of payment
(including the interest rate and terms of repayment applicable thereto) shall be
established by the Plan Administrator. Loans or installment payments may be
granted with or without security or collateral; provided that any loan made to a
consultant or other non-employee advisor must be secured by property other than
the purchased shares of Common Stock. In all events the maximum credit available
to each Optionee or Participant may not exceed the sum of (i) the aggregate
option price or purchase price payable for the purchased shares (less the par
value of such shares rounded up to the nearest whole cent) plus (ii) any Federal
and State income and employment tax liability incurred by the Optionee or
Participant in connection with such exercise or purchase.

              (c)    The Plan Administrator, in its discretion, may determine
that one or more loans extended under the financial assistance program shall be
subject to forgiveness by the Corporation in whole or in part upon such terms
and conditions as the Board deems appropriate.

       3.     AMENDMENT OF THE PLAN AND AWARDS

              (a)    The Board shall have complete and exclusive power and
authority to amend or modify the Plan in any or all respects whatsoever;
provided, that no such amendment or modification shall adversely affect the
rights and obligations of an Optionee with respect to options at the time
outstanding under the Plan, nor adversely affect the rights of any Participant
with respect to Common Stock issued under the Plan prior to such action, unless
the Optionee or Participant consents to such amendment. In addition, the Board
shall not, without the approval of the Corporation's shareholders, amend the
Plan to (i) materially increase the maximum number of shares issuable under the
Plan (except for permissible adjustments under Article I, Section 5(c)), (ii)
materially increase the benefits accruing to individuals who participate in the
Plan, or (iii) materially modify the eligibility requirements for participation
in the Plan.



                                       17
<PAGE>   18

              (b)    Options to purchase shares of Common Stock may be granted
under the Option Grant Program and shares of Common Stock may be issued under
the Stock Issuance Program, which in both instances are in excess of the number
of shares then available for issuance under the Plan, provided any excess shares
actually issued under the Option Grant Program or the Stock Issuance Program are
held in escrow until the Corporation's shareholders approve an amendment that
sufficiently increases the number of shares of Common Stock available for
issuance under the Plan. If such shareholder approval is not obtained within
twelve (12) months after the date the initial excess stock option grants or
direct stock issuances are made, then any unexercised options representing such
excess shall terminate and cease to be exercisable and the Corporation shall
promptly refund to the Optionees and Participants the option or purchase price
paid for any excess shares issued under the Plan and held in escrow, together
with interest (at the applicable Short Term Federal Rate) thereon for the period
the shares were held in escrow.

       4.     EFFECTIVE DATE AND TERM OF PLAN

              (a)    The Plan shall become effective when adopted by the Board,
but no option granted under the Plan shall become exercisable, and no shares
shall be issuable under the Stock Issuance Program, unless and until the Plan
shall have been approved by the Corporation's shareholders. This Plan was
adopted by the Board on January 24, 1998. If such shareholder approval is not
obtained within twelve (12) months after the date of the Board's adoption of the
Plan, then all options previously granted under the Plan shall terminate, and no
further options shall be granted and no shares shall be issued under the Stock
Issuance Program. Subject to such limitation, the Plan Administrator may grant
options under the Plan at any time after the effective date and before the date
fixed herein for termination of the Plan.

              (b)    The Plan shall terminate upon the earlier of (i) ten years
after the adoption of the Plan or (ii) the date on which all shares available
for issuance under the Plan have been issued or canceled pursuant to the
exercise of options granted under Article II or the issuance of shares under
Article III. If the date of termination is determined under clause (i) above,
then no options outstanding on such date under Article II and no shares issued
and outstanding on such date under Article III shall be affected by the
termination of the Plan, and such securities shall thereafter continue to have
force and effect in accordance with the provisions of the stock option
agreements evidencing such Article II options and the stock purchase agreements
evidencing the issuance of such Article III shares.




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<PAGE>   19

       5.     USE OF PROCEEDS

              Any cash proceeds received by the Corporation from the issuance of
shares of Common Stock under the Plan shall be used for general corporate
purposes.

       6.     WITHHOLDING

              The Corporation's obligation to deliver shares upon the exercise
of any options granted under Article II or upon the purchase of any shares
issued under Article III shall be subject to the satisfaction of all applicable
Federal, state and local income and employment tax withholding requirements.

       7.     REGULATORY APPROVALS

              The implementation of the Plan, the granting of any options under
the Option Grant Program, the issuance of any shares under the Stock Issuance
Program, and the issuance of Common Stock upon the exercise of the option grants
made hereunder shall be subject to the Corporation's procurement of all
approvals and permits required by regulatory authorities having jurisdiction
over the Plan, the options granted under it, and the Common Stock issued
pursuant to it.




                                       19