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                                                                    EXHIBIT 10.1

                                  WEBSIDESTORY

                             1998 STOCK OPTION PLAN


        1. PURPOSE. The WebSideStory 1998 Stock Option Plan (the "Plan") is
intended to provide to officers, directors, key employees, and consultants of
the Corporation an opportunity to acquire a proprietary interest in the
Corporation, to encourage such key individuals to remain in the employ of or to
contract with the Corporation, and to attract and retain new employees,
consultants, and directors with outstanding qualifications. Pursuant to the
Plan, the Corporation may grant to officers, directors, consultants, and key
employees of the corporation options to purchase shares of common stock of the
Corporation upon the terms and conditions provided the Plan.

        2. DEFINITIONS.

               (a) "Affiliate" means any corporation (other than the
Corporation) in an unbroken chain of corporations that includes the Corporation
if each of such corporations, other than the last corporation in the chain, owns
at least 50% of the total voting power of one of the other corporations.

               (b) "Board" means the board of directors of the Corporation.

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

               (d) "Committee" means the committee appointed by the Board to
administer the Plan, or if no such committee is appointed, the Board.

               (e) "Common Stock" means the voting common stock of the
Corporation.

               (f) "Consultant" means any person who, or any employee of any
firm which, is engaged by the Company or any Affiliate to render consulting
services and is compensated for such consulting services, and any non-employee
director of the Company whether compensated for such services or not.

               (g) "Corporation" means WebSideStory, Inc., a California
corporation.

               (h) "Effective Date" means August 1, 1998.

               (i) "Employee" means any individual who is employed, within the
meaning of Section 3401 of the Code and the regulations thereunder, by the
Corporation or by any Affiliate. For purposes of the Plan and only for purposes
of the Plan, and in regard to Nonstatutory Stock


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Options but not for Incentive Stock Options, a Consultant or director of the
Corporation or any Affiliate will be deemed to be an Employee, and service as a
Consultant or director with the Corporation or any Affiliate will be deemed to
be employment, but no Incentive Stock Option will be granted to a Consultant or
director who is not an employee of the Corporation or any Affiliate within the
meaning of Section 3401 of the Code and the regulations thereunder. In the case
of a non-employee director or Consultant, the provisions governing when a
termination of employment has occurred for purposes of the Plan will be set
forth in the written Stock Option Agreement between the Optionee and the
Corporation, or, if not so set forth, the Committee will have the discretion to
determine when a termination of "employment" has occurred for purposes of the
Plan.

               (j) "Escrow Agent" means the person selected by the Corporation,
if any, to hold the stock certificates representing Shares issued in the name of
an Optionee pursuant to such Optionee's exercise of an Option.

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

               (l) "Exercise Price" means the price per Share at which an Option
may be exercised, as determined by the Committee and as specified in the
Optionee's Stock Option Agreement.

               (m) "Fair Market Value" means the value of each Share as
determined by the Board.

               (n) "Incentive Stock Option" means an Option of the type
described in Section 422(b) of the Code.

               (o) "Joint Escrow Instructions" means joint escrow instructions
entered into between Optionee and the Corporation in such form as may be
approved by the Committee from time to time.

               (p) "Nonstatutory Stock Option" means an Option of the type not
described in Section 422(b) or 423(b) of the Code.

               (q) "Option" means an option to purchase Common Stock granted
pursuant to the Plan.

               (r) "Optionee" means any person who holds an Option pursuant to
the Plan.

               (s) "Plan" means this stock option plan as it may be amended from
time to time.

               (t) "Purchase Price" means at any particular time the Exercise
Price times the number of Shares for which an Option is being exercised.


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               (u) "Share" means one share of authorized Common Stock.

        3. ADMINISTRATION.

               (a) The Committee.

                      (i) The Board may administer the Plan or appoint a
Committee to administer the Plan. The Committee will consist of not less than
two members who may also be members of the Board. Members of the Board or the
Committee who are either eligible for Options or have been granted Options may
vote on any matters affecting the administration of the Plan or the grant of any
Options pursuant to the Plan, except that no such member will act upon the
granting of an Option to himself or herself, but any such member may be counted
in determining the existence of a quorum at any meeting of the Committee and
will be excluded in determining unanimity of an act in writing, for any action
which is taken with respect to the granting of an Option to such member.

                      (ii) If the Corporation registers any class of any equity
security pursuant to Section 12 of the Exchange Act, from the effective date of
such registration until six months after the termination of such registration,
the Plan will be administered by a Committee of directors which will consist of
not less than two members, who during the one year prior to service as an
administrator of the Plan, will not have been granted or awarded equity
securities pursuant to the Plan or any other plan of the Corporation or any of
its Affiliates except as permitted under Rule 16b-3 under the Exchange Act which
provides that participation in a formula plan meeting the conditions of Rule
16(b)(3)(c)(2)(ii) or in an ongoing securities acquisition plan meeting the
conditions in Rule 16(b)(3)(d)(2)(i) will not disqualify a member of the
Committee from serving as an administrator of the Plan. In addition, an election
to receive an annual retainer fee in either cash or an equivalent amount of
securities, or partly in cash and partly in securities, will not disqualify a
member of the Committee from serving as an administrator of the Plan. The Board
may from time to time designate individuals as ineligible to participate in the
Plan for a specified period in order to become eligible to be a member of the
Committee.

               (b) Powers of the Committee. Subject to the provisions of the
Plan, the Committee will have the authority, in its discretion and on behalf of
the Corporation:

                      (i) to grant Options;

                      (ii) to determine the Exercise Price per Share of Options
to be granted;

                      (iii) to determine the Employees to whom, and the time or
times at which, Options will be granted and the number of Shares for which an
Option will be exercisable;

                      (iv) to interpret the Plan;


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                      (v) to prescribe, amend, and rescind rules and regulations
relating to the Plan;

                      (vi) to determine the terms and provisions of each Option
granted and, with the consent of the holder thereof, modify or amend each
Option;

                      (vii) to accelerate or defer, with the consent of the
Optionee, the exercise date of any Option;

                      (viii) to authorize any person to execute on behalf of the
Corporation any instrument required to effectuate the grant of an Option
previously granted by the Committee;

                      (ix) with the consent of the Optionee, to reprice, cancel
and regrant, or otherwise adjust the Exercise Price of an Option previously
granted by the Committee; and

                      (x) to make all other determinations deemed necessary or
advisable for the administration of the Plan.

               (c) Board's Determination of Fair Market Value. The Board will
have the authority to determine, upon review of relevant information, the Fair
Market Value of the Common Stock, subject to the provisions of the Plan and
irrespective of whether the Board has appointed a Committee to administer the
Plan. The Board may delegate this authority to the Committee.

               (d) Committee's Interpretation of the Plan. The interpretation
and construction by the Committee of any provision of the Plan or of any Option
granted hereunder will be final and binding on all parties claiming an interest
in an Option granted under the Plan. No member of the Committee will be liable
for any action or determination made in good faith with respect to the Plan or
any Option.

               (e) All Committee Actions to be in Writing. Any and all actions
of the Committee taken in exercise of the powers granted to it in this Section 3
will be in writing.

        4. PARTICIPATION.

               (a) Eligibility. The Optionees will be such persons as the
Committee may select from among the Employees, provided that Consultants are not
eligible to receive Incentive Stock Options.

               (b) Ten Percent Shareholders. Any Employee who owns Stock
possessing more than 10% of the total combined voting power of all classes of
outstanding stock of the Corporation or any Affiliate will not be eligible to
receive an Option unless:

                      (i) the Exercise Price of the Shares subject to such
Option when granted


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is at least 110% of the Fair Market Value of such Shares, and

                      (ii) such Option by its terms is not exercisable after the
expiration of five years from the date of grant.

               (c) Stock Ownership. For purposes of Section 4(b), in determining
stock ownership, an Employee will be considered as owning the stock owned,
directly or indirectly, by or for his or her brothers and sisters, spouse,
ancestors, and lineal descendants. Stock owned, directly or indirectly, by or
for a corporation, partnership, estate, or trust will be considered as being
owned proportionately by or for its shareholders, partners, or beneficiaries,
respectively. Stock with respect to which such Employee or any other person
holds an Option will be disregarded.

               (d) Outstanding Stock. For purposes of Section 4(b), the term
"outstanding stock" will include all stock actually issued and outstanding
immediately after the grant of the Option to the Optionee but will not include
any share for which an Option is exercisable by any person.

        5. SHARES.

               (a) Shares Subject to This Plan. The aggregate number of Shares
that may be issued upon exercise of Options under the Plan will not exceed
5,000,000 subject to adjustment pursuant to Section 9.

               (b) Options Not to Exceed Shares Available. The number of Shares
for which an Option is exercisable at any time will not exceed the number of
Shares remaining available for issuance under the Plan. If any Option expires or
is terminated, the number of Shares for which such Option was exercisable may be
made exercisable pursuant to other Options under the Plan. If the Corporation
reacquires any Shares pursuant to Sections 11 or 12, such Shares may again be
made exercisable pursuant to an Option. The limitations established by this
Section 5(b) will be subject to adjustment in the manner provided in Section 9
upon the occurrence of an event specified therein.

        6. TERMS AND CONDITIONS OF OPTIONS.

               (a) Stock Option Agreements. Options will be evidenced by written
Stock Option Agreements between the Optionee and the Corporation in such form as
the Committee will from time to time determine. No Option or purported Option
will be a valid and binding obligation of the Corporation unless so evidenced in
writing.

               (b) Number of Shares. Each Stock Option Agreement will state the
number of Shares for which the Option is exercisable and will provide for the
adjustment thereof in accordance with Section 9.


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               (c) Vesting. An Optionee may not exercise his or her Option for
any Shares until the Option, in regard to such Shares, has vested. Each Stock
Option Agreement will include a vesting schedule which will show when the Option
becomes exercisable provided, each Option will vest at a rate of at least 20%
per year over a period of at most five years. The vesting schedule will not
impose upon the Corporation or any Affiliate any obligation to retain the
Optionee in its employ or under contract for any period or otherwise change the
employment-at-will status of an Optionee who is an employee of the Corporation
or any Affiliate.

               (d) Lapse of Options. Each Stock Option Agreement will state the
time or times when the Option covered thereby lapses and becomes unexercisable
in part or in full. An Option will lapse and become unexercisable in full on the
earliest of the following events (unless otherwise determined by the Committee
and reflected in an option agreement):

                      (i) The tenth anniversary of the date of granting the
Option;

                      (ii) Six months from the date of the Optionee's death;

                      (iii) The first anniversary of the date the Optionee
ceases to be an Employee due to total and permanent disability;

                      (iv) On the date provided in Section 6(h)(i), unless with
respect to a Nonstatutory Stock Option, the Committee otherwise extends such
period before the applicable expiration date;

                      (v) On the date provided in Section 9 for a transaction
described in such Section;

                      (vi) The date the Optionee files or has filed against him
or her a petition in bankruptcy; or

                      (vii) The expiration date specified in an Optionee's Stock
Option Agreement.

               (e) Exercise Price. Each Stock Option Agreement will state the
Exercise Price for the Shares for which the Option is exercisable. Subject to
Section 4(b), the Exercise Price of an Incentive Stock Option and a Nonstatutory
Stock Option will, when granted, be not less than 100% and 85% of the Fair
Market Value of the Shares for which the Option is exercisable, respectively,
and not less than the par value of the Shares.

               (f) Medium and Time of Payment. The Purchase Price will be
payable in full in cash upon the exercise of an Option but the Committee may
allow the Optionee to pay the Purchase Price:


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                      (i) by surrendering Shares in good form for transfer,
owned by the Optionee for more than 12 months and having a Fair Market Value on
the date of exercise equal to the Purchase Price;

                      (ii) by delivery of a full recourse promissory note
("Note") made by the Optionee in the amount of the Purchase Price, bearing
interest, compounded semiannually, at a rate not less than the rate determined
under Section 7872 of the Code to insure that no "foregone interest", as defined
in such section, will accrue, together with the delivery of a duly executed
standard form security agreement securing the Note by a pledge of the Shares
purchased; or

                      (iii) in any combination of such consideration or such
other consideration and method of payment for the issuance of Shares to the
extent permitted under applicable law as long as the sum of the cash so paid,
the Fair Market Value of the Shares so surrendered and the amount of any Note
equals the Purchase Price.

                      (iv) The Committee or a Stock Option Agreement may
prescribe requirements with respect to the exercise of Options, including the
submission by the Optionee of such forms and documents as the Committee may
require and, the delivery by the Optionee of cash sufficient to satisfy
applicable withholding requirements. The Committee may vary the exercise
requirements and procedures from time to time to facilitate, for example, the
broker-assisted exercise of Options.

               (g) Nontransferability of Options. During the lifetime of the
Optionee, the Option will be exercisable only by the Optionee or the Optionee's
conservator or legal representative and will not be assignable or transferable
except pursuant to a qualified domestic relations order as defined by the Code.
In the event of the Optionee's death, the Option will not be transferable by the
Optionee other than by will or the laws of descent and distribution.

               (h) Termination of Employment Other than by Death or Disability.

                      (i) If an Optionee ceases to be an Employee for any reason
other than his or her death or disability, the Optionee will have the right,
subject to the provisions of this Section 6, to exercise any Option held by the
Optionee at any time at least 10 but within 30 days after his or her termination
of employment, but not beyond the otherwise applicable term of the Option and
only to the extent that on such date of termination of employment the Optionee's
right to exercise such Option had vested.

                      (ii) For purposes of this Section 6(h), the employment
relationship will be treated as continuing intact while the Optionee is an
active employee of the Corporation or any Affiliate, or is on military leave,
sick leave, or other bona fide leave of absence to be determined in the sole
discretion of the Committee. The preceding sentence notwithstanding, in the case
of an Incentive Stock Option, employment will be deemed to terminate on the date
the Optionee ceases active employment with the Corporation or any Affiliate,
unless the Optionee's reemployment


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rights are guarantied by statute or contract.

               (i) Death of Optionee. If an Optionee dies while an Employee, or
after ceasing to be an Employee but during the period while he or she could have
exercised an Option under Section 6(h), any Option granted to the Optionee may
be exercised, to the extent it had vested at the time of death and subject to
the Plan, at any time within six months after the Optionee's death, by the
executors or administrators of his or her estate or by any person or persons who
acquire the Option by will or the laws of descent and distribution, but not
beyond the otherwise applicable term of the Option.

               (j) Disability of Optionee. If an Optionee ceases to be an
Employee due to becoming totally and permanently disabled within the meaning of
Section 22(e)(3) of the Code, any Option granted to the Optionee may be
exercised to the extent it had vested at the time of cessation and, subject to
the Plan, at any time within 12 months after the Optionee's termination of
employment, but not beyond the otherwise applicable term of the Option.

               (k) Rights as a Shareholder. An Optionee, or a transferee of an
Optionee, will have no rights as a shareholder of the Corporation with respect
to any Shares for which his or her Option is exercisable until the date of the
issuance of a stock certificate for such Shares. No adjustment will be made for
dividends, ordinary or extraordinary or whether in currency, securities, or
other property, distributions, or other rights for which the record date is
prior to the date such stock certificate is issued, except as provided in
Section 9.

               (l) Modification, Extension, and Renewal of Options. Within the
limitations of the Plan, the Committee may modify, extend, or renew outstanding
Options or accept the cancellation of outstanding Options for the granting of
new Options in substitution therefor. Notwithstanding the preceding sentence, no
modification of an Option will, without the consent of the Optionee, alter or
impair any rights or obligations under any Option previously granted.

               (m) Other Provisions. The Stock Option Agreements authorized
under the Plan may contain such other provisions which are not inconsistent with
the terms of the Plan, including, without limitation, restrictions upon the
exercise of the Option, as the Committee deems advisable.

        7. $100,000 PER YEAR LIMITATION ON VESTING OF ISOs. To the extent that
the Fair Market Value of Shares (determined for each Share as of the date of
grant of the Option covering such Share) subject to Options granted under this
Plan (or any other plan of the Corporation or any Affiliate) which are
designated as Incentive Stock Options and which become exercisable by an
Optionee for the first time during a single calendar year exceeds $100,000, the
Options (or portion thereof) covering such Shares will be recharacterized (to
the extent of such excess over $100,000) as a Nonstatutory Stock Option. In
determining which Options will be treated as Nonstatutory Stock Options under
the preceding sentence, the Options will be taken into account in the order
granted, with the result that a later granted Option will be recharacterized as
a Nonstatutory Stock Option prior to such recharacterization of a previously
granted Option.


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        8. TERM OF PLAN. Options may be granted pursuant to the Plan until a
date no more than 10 years from the date the Plan is adopted by the Board or
approved by the shareholders of the Corporation, whichever is earlier, and all
Options which are outstanding on such date will remain in effect until they are
exercised or expire by their terms.

        9. RECAPITALIZATION, TAKEOVERS, AND LIQUIDATIONS.

               (a) Reorganizations. The number of Shares covered by the Plan, as
provided in Section 5, and the number of Shares for which each Option is
exercisable will be proportionately adjusted for any increase or decrease in the
number of issued Shares resulting from the payment of a stock split, a reverse
stock split, a stock dividend, recapitalization, combination, or
reclassification of the Corporation's stock, and the Exercise Price will be
proportionately increased in the event the number of Shares subject to such
Option are decreased and will be proportionately decreased in the event the
number of Shares subject to such Option are increased. For the purposes of this
subsection 9(a), grant or exercise of any options to buy securities of the
Corporation and conversion of any convertible securities of the Corporation will
not be deemed to have been "effected without receipt of consideration."
Adjustments will be made by the Board, whose determination in that respect will
be final, binding, and conclusive. Except as expressly provided in this Plan, no
issuance by the Corporation of shares of stock of any class, or securities
convertible into shares of stock of any class, will affect, and no adjustment by
reason thereof will be made with respect to, the number or price of Shares
subject to an Option.

               (b) Liquidation. In the event of the dissolution or liquidation
of the Corporation, each Option will terminate immediately prior to the
consummation of such action. The Committee will notify the Optionee not less
than 15 days prior to the proposed consummation of a pending dissolution or
liquidation, and the Option will be exercisable as to all Shares which are
vested prior to expiration until immediately prior to the consummation of such
action.

               (c) Merger. In the event of (i) a proposed merger of the
Corporation with or into another corporation, as a result of which the
Corporation is not the surviving corporation and (ii) the Option is not assumed
or an equivalent option substituted by the successor corporation or a parent or
subsidiary of the successor corporation, then in such case each Option will
become fully vested and exercisable immediately prior to the consummation of
such transaction. The Committee will notify the Optionee not less than 15 days
prior to the proposed consummation of such transaction, and the Option will be
exercisable as to all Shares which are vested prior to expiration and until
immediately prior to the consummation of such transaction.

               (d) Determination by Committee. All adjustments described in this
Section 9 will be made by the Committee, whose determination will be conclusive
and binding on all persons.

               (e) Limitation on Rights of Optionee. Except as expressly
provided in this Section 9, no Optionee will have any rights by reason of any
payment of any stock dividend, stock


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split or reverse stock split or any other increase or decrease in the number of
shares of stock of any class, or by reason of any reorganization, consolidation,
dissolution, liquidation, merger, exchange, split-up or reverse split-up, or
spin-off of assets or stock of another corporation. Any issuance by the
Corporation of Shares, Options or securities convertible into Shares or Options
will not affect, and no adjustment by reason thereof will be made with respect
to, the number or Exercise Price of the Shares for which an Option is
exercisable. Notwithstanding the foregoing, if the Corporation enters into a
transaction affecting the Corporation's capital stock or distributions to the
holders of its capital stock for which a revision in the terms of each Option is
not required pursuant to this Section 9, the Committee will have the right, but
not the obligation, to revise the terms of each Option in a manner the
Committee, in its sole discretion, deems fair and reasonable given the
transaction involved. If necessary or appropriate in connection with such
transaction, the Committee may declare that any Option will terminate as of a
date fixed by the Committee and give each Optionee the right to exercise his or
her Option in whole or in part, including exercise as to Shares to which the
Option would not otherwise be exercisable.

               (f) No Restriction on Rights of Corporation. The grant of an
Option will not affect or restrict in any way the right or power of the
Corporation to make adjustments, reclassifications, reorganizations, or changes
of its capital or business structure, or to merge or consolidate, or to
dissolve, liquidate, sell, or transfer all or any part of its business or
assets.

        10. SECURITIES LAW REQUIREMENTS.

               (a) Legality of Issuance. No Share will be issued upon the
exercise of any Option unless and until the Corporation has determined that:

                      (i) The Corporation and the Optionee have taken all
actions required to exempt the issuance of the Shares from the registration
requirements under the Securities Act of 1933, as amended (the "Act"), or the
Corporation and the Optionee will determine that the registration requirements
of the Act do not apply to such exercise;

                      (ii) Any applicable listing requirement of any stock
exchange on which the Common Stock is listed has been satisfied; and

                      (iii) Any other applicable provision of state or Federal
law has been satisfied.

               (b) Restrictions on Transfer; Representations of Optionee;
Legends. Regardless of whether the offering and sale of Shares has been
registered under the Act or has been registered or qualified under the
securities laws of any state, the Corporation may impose restrictions upon the
sale, pledge, or other transfer of the Shares, including the placement of
appropriate legends on stock certificates, if, in the judgment of the
Corporation and its counsel, such restrictions are necessary or desirable in
order to achieve compliance with the provisions of the Act, the securities laws
of any state, or any other law. If the sale of Shares is not registered under
the Act and the Corporation


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determines that the registration requirements of the Act apply to such sale, but
an exemption is available which requires an investment representation or other
representation, the Optionee will be required, as a condition to purchasing
Shares by exercise of his or her Option, to represent that such Shares are being
acquired for investment, and not with a view to the sale or distribution
thereof, except in compliance with the Act, and to make such other
representations as are deemed necessary or appropriate by the Corporation and
its counsel. Stock certificates evidencing Shares acquired pursuant to an
unregistered transaction to which the Act applies will bear a restrictive legend
substantially in the following form and such other restrictive legends as are
required or deemed advisable under the Plan or the provisions of any applicable
law:

        "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
        UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR QUALIFIED
        UNDER THE SECURITIES LAWS OF ANY STATE. THESE SHARES HAVE BEEN ACQUIRED
        FOR INVESTMENT AND NOT WITH A VIEW TO OR FOR SALE IN CONNECTION WITH ANY
        DISTRIBUTION THEREOF, AND MAY NOT BE SOLD, MORTGAGED, PLEDGED,
        HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION
        UNDER THE ACT AND/OR QUALIFICATION UNDER ANY APPLICABLE STATE SECURITIES
        LAWS, OR WITHOUT AN OPINION OF COUNSEL ACCEPTABLE TO THE CORPORATION AND
        ITS COUNSEL THAT SUCH REGISTRATION OR QUALIFICATION IS NOT REQUIRED."

The Corporation will also place legends on stock certificates representing its
right of repurchase under Section 11 and the right of first refusal under
Section 12. Any determination by the Corporation and its counsel in connection
with any of the matters set forth in this Section 10 will be conclusive and
binding on all persons.

               (c) Registration or Qualification of Securities. The Corporation
may, but will not be obligated to, register or qualify the sale of Shares under
the Act or any other applicable law. In connection with any such registration or
qualification, the Corporation will provide each Optionee with information
required pursuant to all applicable laws and regulations.

               (d) Exchange of Certificates. If, in the opinion of the
Corporation and its counsel, any legend placed on a stock certificate
representing Shares sold hereunder is no longer required, the Optionee or the
holder of such certificate will be entitled to exchange such certificate for a
certificate representing the same number of Shares but lacking such legend.

        11. RIGHT OF REPURCHASE.

               (a) Repurchase Right. At the Committee's discretion, Shares
issued pursuant


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to the exercise of an Option may be subject to a right, but not an obligation,
of repurchase by the Corporation (the "Right of Repurchase"), at the price
specified in Section 11(b), if the Optionee ceases to be an Employee for any
reason ("Employment Termination") at any time after the grant of the Option
pursuant to which such Shares were issued. Shares issued by the Corporation will
only be transferable by the Optionee subject to the Right of Repurchase, and the
Corporation will legend the Right of Repurchase on the stock certificates
evidencing such Shares and will take such other steps as it deems necessary to
ensure compliance with this restriction. The Corporation's rights under this
Section 11(a) will be freely assignable, in whole or in part.

               (b) Repurchase Price. The price per Share at which the
Corporation may exercise the Right of Repurchase under Section 11(a) (the
"Repurchase Price") will be the higher of the Exercise Price of each Share as
paid by the Optionee, or Fair Market Value of the Shares on the date the
Corporation sends the notice to the Optionee of its exercise of its Right of
Repurchase pursuant to Section 11(a).

               (c) Repurchase Procedure. The Corporation may exercise its Right
of Repurchase by sending a written notice to the Optionee and to the Escrow
Agent, if any, of its taking such action and specifying the number of Shares
being repurchased. The Corporation's Right of Repurchase will terminate if not
exercised by written notice from the Corporation to the Optionee within 90 days
of the date on which the Corporation learns of the Employment Termination or the
last date any Option granted to such Optionee is exercised, which ever is later.
If the Corporation exercises its Right of Repurchase, the Optionee, or if
applicable, the Escrow Agent, will deliver to the Corporation every stock
certificate representing the Shares being repurchased, together with appropriate
Assignments Separate from Certificates, and the Corporation will then promptly
pay the total Repurchase Price in cash (or cancellation of purchase money
indebtedness for the Shares, if applicable) to the Optionee, or if applicable,
to the Escrow Agent, for delivery to the Optionee.

               (d) Election to Defer Purchase of Incentive Stock Option Shares.

                      (i) Notwithstanding the preceding provisions of this
Section 11, an Optionee whose Shares were issued pursuant to an Incentive Stock
Option may elect to defer the Corporation's repurchase of such Shares pursuant
to this Section 11 until the holding period requirements of Section 422(a) of
the Code are met. Such election will be in writing in such form as the Committee
may require and will be delivered to the Corporation and to the Escrow Agent by
certified mail no later than seven days after the date on which the Optionee
receives notice that the Corporation elects to exercise its Right of Repurchase.
Such election will pertain to all such Shares issued to the Optionee and will be
irrevocable.

                      (ii) With respect to an Optionee who makes the election
described in subsection 11(d)(i), the Corporation will repurchase such Shares on
or before the date which is 90 days following the earlier of the date on which
the Optionee dies or the date on which the holding period requirements of
Section 422(a) of the Code are met. The Repurchase Price of each such


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Share determined under Section 11(b) will be calculated by substituting for the
Optionee's Employment Termination date the earlier of the date on which the
Optionee dies or the date on which such holding period requirements are met.

               (e) Escrow. To facilitate the consummation of the Corporation's
Right of Repurchase under this Section 11, at the request of the Committee, the
Optionee and the Corporation will execute Joint Escrow Instructions and the
Optionee will deliver and deposit with the Escrow Agent named in the Joint
Escrow Instructions two "Assignments Separate from Certificate," together with
all certificates evidencing the Shares of Common Stock issued to the Optionee
pursuant to the Plan, duly endorsed in blank. The Escrow Agent will hold such
documents and deliver the same to the Corporation pursuant to the Joint Escrow
Instructions and in accordance with the terms of this Section 11, as applicable.

               (f) Binding Effect. The Corporation's Right of Repurchase will
inure to the benefit of its successors and assigns and will be binding on any
representative, executor, administrator, heir, or legatee of the Optionee.

               (g) Payment of Net Amount Owing. Notwithstanding anything to the
contrary contained herein, if the Corporation determines to exercise its Rights
of Repurchase pursuant to this Section before any Shares have been issued as a
result of an exercise of an Option, in lieu of issuing any Shares, the
Corporation will have the right, but not the obligation, to pay to the Optionee
the net amount owing to the Optionee.

               (h) Termination of Right of Repurchase. Notwithstanding any other
provision of this Section 11, in the event that the Common Stock is listed on
any United States securities exchange or traded on any formal over-the-counter
market in general use in the United States at the time the Optionee would
otherwise be required to transfer his or her Shares, the Corporation will no
longer have the Right of Repurchase, and the Optionee will have no obligation to
comply with this Section 11.

        12. RIGHT OF FIRST REFUSAL.

               (a) Right of First Refusal. At the Committee's discretion, shares
issued pursuant to the exercise of an Option may be subject to a requirement
that if an Optionee proposes to sell, pledge, or otherwise transfer any Shares
acquired pursuant to exercise of an Option, or any interest in such Shares, to
any person or entity, the Corporation will have a right of first refusal (the
"Right of First Refusal") with respect to such Shares. Any Optionee desiring to
transfer Shares subject to the Right of First Refusal will give a written notice
(the "Transfer Notice") to the Corporation describing fully the proposed
transfer, including the number of Shares proposed to be transferred, the
proposed transfer price, and the name and address of the proposed transferee.
The Transfer Notice will be signed both by the Optionee and by the proposed
transferee and must constitute a binding commitment of both parties to the
transfer of the Shares. The Corporation will have the right to purchase the
Shares subject to the Transfer Notice on the terms of the proposal


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referred to in the Transfer Notice, subject to any change in such terms
permitted under Section 12(b), by delivery of a notice of exercise of the Right
of First Refusal within 30 days after the date the Transfer Notice is received
by the Corporation. The Corporation's rights under this Section 12(a) will be
freely assignable, in whole or in part.

               (b) Transfer of Shares. If the Corporation fails to exercise the
Right of First Refusal within 30 days after the date on which it receives the
Transfer Notice, the Optionee may, not later than six months following receipt
of the Transfer Notice by the Corporation, consummate a transfer of the Shares
subject to the Transfer Notice on the terms and conditions described in the
Transfer Notice. Any proposed transfer on terms and conditions different from
those described in the Transfer Notice, as well as any subsequent proposed
transfer by the Optionee, will again be subject to the Right of First Refusal
and will again require compliance with the procedure described in Section 12(a).
If the Corporation exercises its Right of First Refusal, the Optionee will
immediately endorse and deliver to the Corporation every stock certificate
representing the Shares being purchased, and the Corporation will then promptly
pay the purchase price in accordance with the terms set forth in the Transfer
Notice.

               (c) Repurchase Payment. The amount payable to an Optionee
pursuant to the Corporation's exercise of the Right of First Refusal will be
paid to the Optionee in accordance with the terms and conditions of the Transfer
Notice or may, at the election of the Corporation, be paid in full in cash.

               (d) Binding Effect. The Corporation's Right of First Refusal will
inure to the benefit of its successors and assigns and will be binding upon any
transferee of the Shares, other than a transferee acquiring Shares in a
transaction with respect to which the Corporation failed to exercise its Right
of First Refusal (a "Free Transferee") or a transferee of a Free Transferee.

               (e) Termination of Right of First Refusal. Notwithstanding any
other provision of this Section 12, if the Common Stock is listed on any United
States securities exchange or traded on any formal over-the-counter market in
general use in the United States at the time the Optionee desires to transfer
his or her Shares, the Corporation will no longer have the Right of First
Refusal, and the Optionee will have no obligation to comply with this Section
12.

        13. EXERCISE OF UNVESTED OPTIONS. The Committee may grant any Optionee
the right to exercise any Option prior to the complete vesting of such Option.
Without limiting the generality of the foregoing, the Committee may provide that
if an Option is exercised prior to having completely vested, the Shares issued
upon such exercise will remain subject to vesting at the same rate as under the
Option so exercised and will be subject to a right, but not an obligation, of
repurchase by the Corporation with respect to all unvested Shares if the
Optionee ceases to be an Employee for any reason. For the purposes of
facilitating the enforcement of any such right of repurchase, at the request of
the Committee, the Optionee will enter into the Joint Escrow Instructions with
the Corporation and deliver every certificate for his or her unvested Shares
with a stock power executed in blank by the Optionee and by the Optionee's
spouse, if required for


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<PAGE>   15
transfer.

        14. AMENDMENT OF THE PLAN. The Board or the Committee may, from time to
time, terminate, suspend or discontinue the Plan, in whole or in part, or revise
or amend it in any respect whatsoever including, but not limited to, the
adoption of any amendment(s) deemed necessary or advisable to qualify the
Options under rules and regulations promulgated by the Securities and Exchange
Commission with respect to Employees who are subject to the provisions of
Section 16 of the Securities Exchange Act of 1934, as amended, or to correct any
defect or supply any omission or reconcile any inconsistency in the Plan or in
any Option granted thereunder, without approval of the shareholders of the
Corporation, but without the approval of the Corporation's shareholders, no such
revision or amendment will:

                      (i) Increase the number of Shares subject to the Plan,
other than any increase pursuant to Section 9;

                      (ii) Materially modify the requirements as to eligibility
for participation in the Plan;

                      (iii) Materially increase the benefits accruing to
Optionees under the Plan;

                      (iv) Extend the term of the Plan; or

                      (v) Amend this Section 14 to defeat its purpose.

No amendment, termination, or modification of the Plan will affect any Option
theretofore granted in any material adverse way without the consent of the
Optionee.

        15. APPLICATION OF FUNDS. The proceeds received by the Corporation from
the sale of Common Stock pursuant to the exercise of an Option will be used for
general corporate purposes.

        16. APPROVAL OF SHAREHOLDERS. The Plan will be subject to approval by
the affirmative vote of the holders of a majority of all classes of the
outstanding shares present and entitled to vote at the first meeting of
shareholders of the Corporation following the adoption of the Plan or by written
consent, and in no event later than one year following the Effective Date. Prior
to such approval, Options may be granted but will not be exercisable. Any
amendment described in Section 14 (i) to (iv) will also be subject to approval
by the Corporation's shareholders.

        17. WITHHOLDING OF TAXES. In the event the Corporation or an Affiliate
determines that it is required to withhold federal, state, or local taxes in
connection with the exercise of an Option or the disposition of Shares issued
pursuant to the exercise of an Option, the Optionee or any person succeeding to
the rights of the Optionee, as a condition to such exercise or


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disposition, may be required to make arrangements satisfactory to the
Corporation or the Affiliate to enable it to satisfy such withholding
requirements. Alternatively, the Corporation may issue or transfer Shares net of
the number of Shares sufficient to satisfy withholding tax requirements. For
withholding tax purposes, the Shares will be valued on the date the withholding
obligation is incurred.

        18. RIGHTS AS AN EMPLOYEE. Neither the Plan nor any Option granted
pursuant thereto will be construed to give any person the right to remain in the
employ of the Corporation or any Affiliate, or to affect the right of the
Corporation or any Affiliate to terminate such individual's employment at any
time with or without cause. The grant of an Option will not entitle the Optionee
to, or disqualify the Optionee from, participation in the grant of any other
Option under the Plan or participation in any other benefit plan maintained by
the Corporation or any Affiliate.

        19. DISAVOWAL OF REPRESENTATIONS, UNDERTAKINGS OR CREATION OF IMPLIED
RIGHTS. In adopting and maintaining this Plan and granting options hereunder,
neither the Corporation nor any Affiliate makes any representations or
undertakings with respect to the initial qualification or treatment of Options
under federal or state tax or securities laws. The Corporation and each
Affiliate expressly disavows the creation of any rights in Employees, Optionees,
or beneficiaries of any obligations on the part of the Corporation, any
Affiliate or the Committee, except as expressly provided herein.

        20. INSPECTION OF RECORDS. Copies of the Plan, records reflecting each
Optionee's Option, and any other documents and records which an Optionee is
entitled by law to inspect will be open to inspection by the Optionee and his or
her duly authorized representative at the office of the Committee at any
reasonable business hour.

        21. INFORMATION TO OPTIONEES. Each Optionee will be provided with such
information regarding the Corporation as the Committee from time to time deems
necessary or appropriate; provided however, that each Optionee will at all times
be provided with such information as is required to be provided from time to
time pursuant to applicable regulatory requirements, including, but not limited
to, any applicable requirements of the Securities and Exchange Commission, the
California Department of Corporations and other state securities agencies.


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