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                                                                    EXHIBIT 10.1

                                   KINZAN.COM
                      1999 STOCK OPTION/STOCK ISSUANCE PLAN



                                   ARTICLE ONE

                               GENERAL PROVISIONS

         I.       PURPOSE OF THE PLAN

                  This 1999 Stock Option/Stock Issuance Plan is intended to
promote the interests of Kinzan.com, a California corporation, by providing
eligible persons with the opportunity to acquire a proprietary interest, or
otherwise increase their proprietary interest, in the Corporation as an
incentive for them to remain in the service of the Corporation.

                  Capitalized terms herein shall have the meanings assigned to
such terms in the attached Appendix.

         II.      STRUCTURE OF THE PLAN

                  A.    The Plan shall be divided into two (2) separate
equity programs:

                              (i)    the Option Grant Program under
         which eligible persons may, at the discretion of the Plan
         Administrator, be granted options to purchase shares of Common Stock,
         and

                              (ii)   the Stock Issuance Program under which
         eligible persons may, at the discretion of the Plan Administrator, be
         issued shares of Common Stock directly, either through the immediate
         purchase of such shares or as a bonus for services rendered the
         Corporation (or any Parent or Subsidiary).

                  B.    The provisions of Articles One and Four shall apply
to both the equity programs under the Plan and shall accordingly govern the
interests of all persons under the Plan.

         III.     ADMINISTRATION OF THE PLAN

                  A.    The Plan shall be administered by the Board. However,
any or all administrative functions otherwise exercisable by the Board may be
delegated to the Committee. 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 may also at any time terminate the functions
of the Committee and reassume all powers and authority previously delegated
to the Committee.

                  B.    The Plan Administrator 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 proper

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administration of the Plan and to make such determinations under, and issue
such interpretations of, the Plan and any outstanding options or stock
issuances thereunder 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 option or stock issuance thereunder.

         IV.      ELIGIBILITY

                  A.    The persons eligible to participate in the Plan are
as follows:

                              (i)    Employees,

                              (ii)   non-employee members of the Board or the
         non-employee members of the board of directors of any Parent or
         Subsidiary, and

                              (iii) consultants who provide services to the
         Corporation (or any Parent or Subsidiary).

                  B.    The Plan Administrator shall have full authority to
determine, (i) with respect to the option grants under the Option Grant
Program, which eligible persons are to receive option grants, the time or
times when such option grants are to be made, 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
option is to become exercisable, the vesting schedule (if any) applicable to
the option shares and the maximum term for which the option is to remain
outstanding, and (ii) with respect to stock issuances under the Stock
Issuance Program, which eligible persons are to receive stock issuances, the
time or times when such issuances are to be made, the number of shares to be
issued to each Participant, the vesting schedule (if any) applicable to the
issued shares and the consideration to be paid by the Participant for such
shares.

                  C.    The Plan Administrator shall have the absolute
discretion either to grant options in accordance with the Option Grant
Program or to effect stock issuances in accordance with the Stock Issuance
Program.

         V.       STOCK SUBJECT TO THE PLAN

                  A.    The stock issuable under the Plan shall be shares of
authorized but unissued or reacquired Common Stock. The maximum number of
shares of Common Stock which may be issued over the term of the Plan shall
not exceed 5,000,000 shares.

                  B.    Shares of Common Stock subject to outstanding options
shall be available for subsequent issuance under the Plan to the extent (i)
the options expire or terminate for any reason prior to exercise in full or
(ii) the options are cancelled in accordance with the cancellation - regrant
provisions of Article Two. Unvested shares issued under the Plan and
subsequently repurchased by the Corporation, at the option exercise price or
direct issue price paid per share,

                                      2.

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pursuant to the Corporation's repurchase rights under the Plan shall be added
back to the number of shares of Common Stock reserved for issuance under the
Plan and shall accordingly be available for reissuance through one or more
subsequent option grants or direct stock issuances under the Plan.

                  C.    Should any change be made to the Common Stock by
reason of any stock split, stock dividend, recapitalization, combination of
shares, exchange of shares or other change affecting the outstanding Common
Stock as a class without the Corporation's receipt of consideration,
appropriate adjustments shall be made to (i) the maximum number and/or class
of securities issuable under the Plan and (ii) the number and/or class of
securities and the exercise 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. In no event shall any such adjustments be made
in connection with the conversion of one or more outstanding shares of the
Corporation's preferred stock into shares of Common Stock.

                                ARTICLE TWO

                            OPTION GRANT PROGRAM

         I.       OPTION TERMS

                  Each option shall be evidenced by one or more documents in the
form approved by the Plan Administrator; PROVIDED, however, that each such
document shall comply with the terms specified below. Each document evidencing
an Incentive Option shall, in addition, be subject to the provisions of the Plan
applicable to such options.

                  A.    EXERCISE PRICE.

                        1.    The  exercise  price per share  shall be
fixed by the Plan  Administrator  in  accordance  with the following
provisions:

                              (i)    The exercise price per share shall not be
         less than  eighty-five  percent (85%) of the Fair Market Value per
         share of Common Stock on the option grant date.

                              (ii)   If the person to whom the option is
         granted is a 10%  Shareholder, then the exercise price per share shall
         not be less than one hundred ten percent (110%) of the Fair Market
         Value per share of Common Stock on the option grant date.

                        2.     The exercise price shall become immediately
due upon exercise of the option and shall, subject to the provisions of
Section I of Article Four and the documents evidencing the option, be payable
in cash or check made payable to the Corporation. Should the

                                      3.

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Common Stock be registered under Section 12(g) of the 1934 Act at the time
the option is exercised, then the exercise price may also be paid as follows:

                              (i)    in shares of Common Stock held 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

                              (ii)   to the extent the option is exercised
         for vested shares, through a special sale and remittance procedure
         pursuant to which the Optionee shall concurrently provide
         irrevocable written instructions (a) to a Corporation-designated
         brokerage firm to effect the immediate sale of the purchased shares
         and remit to the Corporation, out of the sale proceeds available on
         the settlement date, sufficient funds to cover the aggregate
         exercise price payable for the purchased shares plus all applicable
         Federal, state and local income and employment taxes required to be
         withheld by the Corporation by reason of such exercise and (b) to
         the Corporation to deliver the certificates for the purchased shares
         directly to such brokerage firm in order to complete the sale
         transaction.

         Except to the extent such sale and remittance procedure is utilized,
payment of the exercise price for the purchased shares must be made on the
Exercise Date.

                  B.    EXERCISE AND TERM OF OPTIONS. Each option 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
documents evidencing the option. However, at least twenty percent (20%) of
the total number of option shares subject to each grant shall become
exercisable each year, beginning on a date no later than the option grant
date, unless the option is granted to an individual who is an officer or a
member of the Board of, or a consultant to, the Corporation (or any Parent or
Subsidiary), in which case no such minimum requirement shall apply. No option
shall have a term in excess of ten (10) years measured from the option grant
date.

                  C.    EFFECT OF TERMINATION OF SERVICE. The following
provisions shall govern the exercise of any options held by the Optionee at
the time of cessation of Service or death:

                              (i)    Should the  Optionee  cease to
         remain in  Service  for any reason other than Disability, death
         or Misconduct, then the Optionee shall have a period of three (3)
         months following the date of such cessation of Service during which
         to exercise each outstanding option held by such Optionee.

                              (ii)   Should such Service terminate by
         reason of Disability, then the Optionee shall have a period of six
         (6) months following the date of such cessation of Service during
         which to exercise each outstanding option held by such Optionee.
         However, should such Disability be deemed to constitute Permanent
         Disability, then the period during which each outstanding option
         held by the Optionee is to remain exercisable shall be

                                      4.

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         extended by an additional six (6) months so that the exercise period
         shall be the twelve (12)-month period following the date of the
         Optionee's cessation of Service by reason of such Permanent
         Disability.

                              (iii)  Should the Optionee die while holding one
         or more outstanding options, then the personal representative of the
         Optionee's estate or 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 shall have a period of twelve
         (12) months following the date of the Optionee's death during which
         to exercise each such option.

                              (iv)   Under no circumstances, however, shall
         any such option be exercisable after the specified expiration of the
         option term.

                              (v)    During the  applicable  post-Service
         exercise  period,  the option may not be exercised in the aggregate
         for more than the number of vested shares for which the option is
         exercisable on the date of the Optionee's cessation of Service. Upon
         the expiration of the applicable exercise period or (if earlier)
         upon the expiration of the option term, the option shall terminate
         and cease to be outstanding for any vested shares for which the
         option has not been exercised. However, the option shall,
         immediately upon the Optionee's cessation of Service, terminate and
         cease to be outstanding to the extent it is not exercisable for
         vested shares on the date of such cessation of Service.

                              (vi)   Should Optionee's Service be terminated
         for Misconduct, then all outstanding options held by the Optionee
         shall terminate immediately and cease to remain outstanding.

                  D.    SHAREHOLDER RIGHTS. The holder of an option shall
have no shareholder rights with respect to the shares subject to the option
until such person shall have exercised the option, paid the exercise price
and become a holder of record of the purchased shares.

                  E.    UNVESTED SHARES. The Plan Administrator shall have
the discretion to grant options which are exercisable for unvested shares of
Common Stock. Should the Optionee cease Service while holding such unvested
shares, the Corporation shall have the right to repurchase, at the exercise
price paid per share, all or (at the discretion of the Corporation and with
the consent of the Optionee) any of those unvested shares. The terms 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 the
document evidencing such repurchase right. The Plan Administrator may not
impose a vesting schedule upon any option grant or any shares of Common Stock
subject to the option which is more restrictive than twenty percent (20%) per
year vesting, with the initial vesting to occur no later than one (1) year
after the option grant date. However, this minimum vesting requirement shall
not be applicable with respect to any option granted to an individual who is
an officer or a member of the

                                      5.

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Board of, or a consultant to, the Corporation (or any Parent or Subsidiary).

                  F.    FIRST REFUSAL RIGHTS. Until such time as the Common
Stock is first registered under Section 12(g) of the 1934 Act, the
Corporation shall have the right of first refusal with respect to any
proposed disposition by the Optionee (or any successor in interest) of any
shares of Common Stock issued under the Option Grant Program. Such right of
first refusal shall be exercisable in accordance with the terms established
by the Plan Administrator and set forth in the document evidencing such right.

                  G.    LIMITED TRANSFERABILITY OF OPTIONS. During the
lifetime of the Optionee, the option shall be exercisable only by the
Optionee and shall not be assignable or transferable other than by will or by
the laws of descent and distribution following the Optionee's death.

         II.      INCENTIVE OPTIONS

                  The terms specified below shall be applicable to all Incentive
Options.  Except as modified by the provisions of this Section II, all the
provisions of Articles One, Two and Four shall be applicable to Incentive
Options. Options which are specifically designated as Non-Statutory Options
shall NOT be subject to the terms of this Section II.

                  A.    ELIGIBILITY.  Incentive Options may only be granted
to Employees.

                  B.    EXERCISE PRICE. The exercise price per share shall
not be less than one hundred percent (100%) of the Fair Market Value per
share of Common Stock on the option grant date.

                  C.    DOLLAR LIMITATION. The aggregate Fair Market Value of
the shares of Common Stock (determined as of the respective date or dates of
grant) for which one or more options granted to any Employee under the Plan
(or any other option plan of the Corporation or any Parent or Subsidiary) may
for the first time become exercisable as Incentive Options during any one (1)
calendar year shall not exceed the sum of One Hundred Thousand Dollars
($100,000). To the extent the Employee holds two (2) or more such options
which become exercisable for the first time in the same calendar year, the
foregoing limitation on the exercisability of such options as Incentive
Options shall be applied on the basis of the order in which such options are
granted.

                  D.    10% SHAREHOLDER. If any Employee to whom an Incentive
Option is granted is a 10% Shareholder, then the option term shall not exceed
five (5) years measured from the option grant date.

         III.     CORPORATE TRANSACTION

                  A.    In the event of any Corporate Transaction, each
outstanding option shall automatically accelerate so that each such option
shall, immediately prior to the effective date of the

                                      6.

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Corporate Transaction, become fully exercisable for all of the shares of
Common Stock at the time subject to that option and may be exercised for any
or all of those shares as fully-vested shares of Common Stock. However, an
outstanding option shall not so accelerate and the shares subject to an
outstanding option shall NOT vest on such an accelerated basis if and to the
extent: (i) such option is assumed by the successor corporation (or parent
thereof) in the Corporate Transaction and the Corporation's repurchase rights
with respect to the unvested option shares are concurrently assigned to such
successor corporation (or parent thereof) or (ii) such option is to be
replaced with a cash incentive program of the successor corporation which
preserves the spread existing on the unvested option shares at the time of
the Corporate Transaction and provides for subsequent payout in accordance
with the same vesting schedule applicable to those unvested option shares or
(iii) the acceleration of such option is subject to other limitations imposed
by the Plan Administrator at the time of the option grant.

                  B.    All outstanding repurchase rights shall also
terminate automatically, and the shares of Common Stock subject to those
terminated rights shall immediately vest in full, in the event of any
Corporate Transaction, except to the extent: (i) those repurchase rights are
assigned to the successor corporation (or parent thereof) in connection with
such Corporate Transaction or (ii) such accelerated vesting is precluded by
other limitations imposed by the Plan Administrator at the time the
repurchase right is issued.

                  C.    Immediately following the consummation of the
Corporate Transaction, all outstanding options shall terminate and cease to
be outstanding, except to the extent assumed by the successor corporation (or
parent thereof).

                  D.    Each option which is assumed in connection with a
Corporate Transaction shall be appropriately adjusted, immediately after such
Corporate Transaction, to apply to the number and class of securities which
would have been issuable to the Optionee in consummation of such Corporate
Transaction, had the option been exercised immediately prior to such
Corporate Transaction. Appropriate adjustments shall also be made to (i) the
number and class of securities available for issuance under the Plan
following the consummation of such Corporate Transaction and (ii) the
exercise price payable per share under each outstanding option, PROVIDED the
aggregate exercise price payable for such securities shall remain the same.

                  E.    The Plan Administrator shall have the discretion,
exercisable either at the time the option is granted or at any time while the
option remains outstanding, to provide for the automatic acceleration (in
whole or in part) of one or more outstanding options (and the immediate
termination of the Corporation's repurchase rights with respect to the shares
subject to those options) upon the occurrence of a Corporate Transaction,
whether or not those options are to be assumed in the Corporate Transaction.

                  F.    The Plan Administrator shall have full power and
authority to grant options under the Discretionary Option Grant Program which
will automatically accelerate in the event the Optionee's Service terminates
by reason of an Involuntary Termination within a designated period

                                      7.

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(not to exceed eighteen (18) months) following the effective date of any
Corporate Transaction in which those options are assumed or replaced and do
not otherwise accelerate. Any options so accelerated shall remain exercisable
for fully-vested shares until the EARLIER of (i) the expiration of the option
term or (ii) the expiration of the one (1)-year period measured from the
effective date of the Involuntary Termination. In addition, the Plan
Administrator may provide that one or more of the Corporation's outstanding
repurchase rights with respect to shares held by the Optionee at the time of
such Involuntary Termination shall immediately terminate, and the shares
subject to those terminated repurchase rights shall accordingly vest in full.

                  G.    The portion of any Incentive Option accelerated in
connection with a Corporate Transaction shall remain exercisable as an
Incentive Option only to the extent the applicable One Hundred Thousand
Dollar limitation is not exceeded. To the extent such dollar limitation is
exceeded, the accelerated portion of such option shall be exercisable as a
Non-Statutory Option under the Federal tax laws.

                  H.    The grant of options under the 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 of any part of its business or
assets.

         IV.      CANCELLATION AND REGRANT 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 option holders,
the cancellation of any or all outstanding options under the Option Grant
Program and to grant in substitution therefor new options covering the same or
different number of shares of Common Stock but with an exercise price per share
based on the Fair Market Value per share of Common Stock on the new option grant
date.

         V.       ADDITIONAL AUTHORITY

                  The Plan Administrator shall have the discretion, exercisable
either at the time an option is granted or at any time while the option remains
outstanding, to

                               (i)   extend the period of time for which the
         option is to remain exercisable following the Optionee's cessation of
         Service or death from the limited period otherwise in effect for that
         option to such greater period of time as the Plan Administrator shall
         deem appropriate, but in no event beyond the expiration of the option
         term; and/or

                              (ii)   permit the option to be exercised, during
         the applicable post-Service exercise period, not only with respect to
         the number of vested shares of Common Stock for which such option is
         exercisable at the time of the Optionee's cessation of Service but also
         with respect to one or more additional installments in which the
         Optionee would have vested under the option had the Optionee continued
         in Service.

                                      8.
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                                  ARTICLE THREE

                             STOCK ISSUANCE PROGRAM

         I.       STOCK ISSUANCE TERMS

                  Shares of Common Stock may be issued under the Stock Issuance
Program through direct and immediate issuances without any intervening option
grants. Each such stock issuance shall be evidenced by a Stock Issuance
Agreement which complies with the terms specified below.

                  A.    PURCHASE PRICE.

                        1.    The  purchase  price per share  shall be fixed
by the Plan  Administrator  in  accordance  with the following provisions:

                              (i)    The purchase price per share shall not
         be less than eighty-five percent (85%) of the Fair Market Value
         per share of Common Stock on the stock issuance date.

                              (ii)   If the person to whom the stock
         issuance is made is a 10% Shareholder, then the purchase price per
         share shall not be less than one hundred ten percent (110%) of the
         Fair Market Value per share of Common Stock on the stock issuance
         date.

                        2.    Subject to the provisions of Section I of
Article Four, shares of Common Stock may be issued under the Stock Issuance
Program for one or both of the following items of consideration which the
Plan Administrator may deem appropriate in each individual instance:

                              (i)    cash or check made payable to the
         Corporation, or

                              (ii)   past services rendered to the
         Corporation (or any Parent or Subsidiary).

                  B.    VESTING PROVISIONS.

                        1.    Shares of Common Stock issued under the Stock
Issuance  Program may, in the discretion of the Plan Administrator, be fully
and immediately vested upon issuance or may vest in one or more installments
over the Participant's period of Service or upon attainment of specified
performance objectives. The elements of the vesting schedule applicable to
any unvested shares of Common Stock issued under the Stock Issuance Program,
namely:

                              (i)    the Service period to be completed by the
         Participant or the

                                      9.

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         performance  objectives to be attained,

                              (ii)   the number of installments in which the
         shares are to vest,

                              (iii)  the interval or intervals (if any)
         which are to lapse between installments, and

                              (iv)   the effect which death, Disability or other
         event designated by the Plan Administrator is to have upon the vesting
         schedule,

shall be determined by the Plan Administrator and incorporated into the Stock
Issuance Agreement. The Plan Administrator may not impose a vesting schedule
upon any stock issuance effected under the Stock Issuance Program which is more
restrictive than twenty percent (20%) per year vesting, beginning no later than
one (1) year after the stock issuance date. However, this minimum vesting
requirement shall not be applicable with respect to any stock issued to an
individual who is an officer or member of the Board of, or a consultant to, the
Corporation (or any Parent or Subsidiary).

                        2.    Any new, substituted or additional securities
or other property (including money paid other than as a regular cash
dividend) which the Participant may have the right to receive with respect to
the Participant's unvested shares of Common Stock by reason of any stock
dividend, stock split, recapitalization, combination of shares, exchange of
shares or other change affecting the outstanding Common Stock as a class
without the Corporation's receipt of consideration shall be issued subject to
(i) the same vesting requirements applicable to the Participant's unvested
shares of Common Stock and (ii) such escrow arrangements as the Plan
Administrator shall deem appropriate.

                        3.    The Participant shall have full shareholder
rights with respect to any shares of Common Stock issued to the Participant
under the Stock Issuance Program, whether or not the Participant's interest
in those shares is vested. Accordingly, the Participant shall have the right
to vote such shares and to receive any regular cash dividends paid on such
shares.

                        4.    Should the Participant cease to remain in
Service while holding one or more unvested shares of Common Stock issued
under the Stock Issuance Program or should the performance objectives not be
attained with respect to one or more such unvested shares of Common Stock,
then those shares shall be immediately surrendered to the Corporation for
cancellation, and the Participant shall have no further shareholder rights
with respect to those shares. To the extent the surrendered shares were
previously issued to the Participant for consideration paid in cash or cash
equivalent (including the Participant's purchase-money indebtedness), the
Corporation shall repay to the Participant the cash consideration paid for
the surrendered shares and shall cancel the unpaid principal balance of any
outstanding purchase-money note of the Participant attributable to such
surrendered shares.

                  C.    FIRST REFUSAL RIGHTS. Until such time as the Common
Stock is first

                                      10.

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registered under Section 12(g) of the 1934 Act, the Corporation shall have
the right of first refusal with respect to any proposed disposition by the
Participant (or any successor in interest) of any shares of Common Stock
issued under the Stock Issuance Program. Such right of first refusal shall be
exercisable in accordance with the terms established by the Plan
Administrator and set forth in the document evidencing such right.

         II.      CORPORATE TRANSACTION

                  A.    Upon the occurrence of a Corporate Transaction, all
outstanding repurchase rights under the Stock Issuance Program shall
terminate automatically, and the shares of Common Stock subject to those
terminated rights shall immediately vest in full, except to the extent: (i)
those repurchase rights are assigned to the successor corporation (or parent
thereof) in connection with such Corporate Transaction or (ii) such
accelerated vesting is precluded by other limitations imposed by the Plan
Administrator at the time the repurchase right is issued.

                  B.    The Plan Administrator shall have the discretionary
authority, exercisable either at the time the unvested shares are issued or
any time while the Corporation's repurchase rights with respect to those
shares remain outstanding, to provide that those rights shall automatically
terminate on an accelerated basis, and the shares of Common Stock subject to
those terminated rights shall immediately vest, in the event the
Participant's Service should subsequently terminate by reason of an
Involuntary Termination within a designated period (not to exceed eighteen
(18) months) following the effective date of any Corporate Transaction in
which those repurchase rights are assigned to the successor corporation (or
parent thereof).

         III.     SHARE ESCROW/LEGENDS

                  Unvested shares may, in the Plan Administrator's
discretion, be held in escrow by the Corporation until the Participant's
interest in such shares vests or may be issued directly to the Participant
with restrictive legends on the certificates evidencing those unvested shares.

                                  ARTICLE FOUR

                                 MISCELLANEOUS


         I.       FINANCING

                  The Plan Administrator may permit any Optionee or
Participant to pay the option exercise price or the purchase price for shares
issued to such person under the Plan by delivering a promissory note payable
in one or more installments. The terms of any such promissory note (including
the interest rate and the terms of repayment) shall be established by the
Plan Administrator in its sole discretion. Promissory notes may be authorized
with or without security or

                                      11.

<PAGE>

collateral. However, any promissory notes delivered by a consultant must be
secured by property other than the purchased shares of Common Stock. In all
events, the maximum credit available to the Optionee or Participant may not
exceed the SUM of (i) the aggregate option exercise price or purchase price
payable for the purchased shares plus (ii) any Federal, state and local
income and employment tax liability incurred by the Optionee or the
Participant in connection with the option exercise or share purchase.


         II.      EFFECTIVE DATE AND TERM OF THE PLAN

                  A.    The Plan became effective when adopted by the Board
on March 22, 1999 and was  subsequently  approved by the Corporation's
shareholders.

                  B.    The Plan shall terminate upon the EARLIEST of (i)
March 21, 2009, (ii) the date on which all shares available for issuance
under the Plan shall have been issued pursuant to the exercise of options or
the issuance of shares (whether vested or unvested) under the Plan or (iii)
the termination of all outstanding options in connection with a Corporate
Transaction. Upon such Plan termination, all options and unvested stock
issuances outstanding under the Plan shall continue to have full force and
effect in accordance with the provisions of the documents evidencing such
options or issuances.

         III.     AMENDMENT OF THE PLAN

                  A.    The Board shall have complete and exclusive power and
authority to amend or modify the Plan in any or all respects. However, no
such amendment or modification shall adversely affect the rights and
obligations with respect to options or unvested stock issuances at the time
outstanding under the Plan, unless the Optionee or the Participant consents
to such amendment or modification. In addition, certain amendments may
require approval of the Corporation's shareholders pursuant to applicable
laws and regulations.

                  B.    Options to purchase shares of Common Stock may be
granted under the Plan and shares of Common Stock may be issued under the
Plan that are in each instance in excess of the number of shares then
available for issuance under the Plan, provided any excess shares actually
issued under the Plan are held in escrow until there is obtained shareholder
approval of an amendment sufficiently increasing 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 first
such excess issuances are made, then (i) any unexercised options granted on
the basis of such excess shares shall terminate and cease to be outstanding
and (ii) the Corporation shall promptly refund to the Optionees and the
Participants the exercise 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) for the period the shares were held in escrow, and
such shares shall thereupon be automatically cancelled and cease to be
outstanding.

                                      12.

<PAGE>


         IV.      USE OF PROCEEDS

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

         V.       WITHHOLDING

                  The Corporation's obligation to deliver shares of Common Stock
upon the exercise of any options or upon the issuance or vesting of any shares
issued under the Plan shall be subject to the satisfaction of all applicable
Federal, state and local income and employment tax withholding requirements.

         VI.      REGULATORY APPROVALS

                  The implementation of the Plan, the granting of any options
under the Plan and the issuance of any shares of Common Stock (i) upon the
exercise of any option or (ii) under the Stock Issuance Program 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 shares of Common Stock issued pursuant to it.

         VII.     NO EMPLOYMENT OR SERVICE RIGHTS

                  Nothing in the Plan shall confer upon the Optionee or the
Participant any right to continue in Service for any period of specific duration
or interfere with or otherwise restrict in any way the rights of the Corporation
(or any Parent or Subsidiary employing or retaining such person) or of the
Optionee or the Participant, which rights are hereby expressly reserved by each,
to terminate such person's Service at any time for any reason, with or without
cause.

         VIII.    FINANCIAL REPORTS

                  The Corporation shall deliver a balance sheet and an income
statement at least annually to each individual holding an outstanding option
under and each Participant in the Plan, unless such individual is a key Employee
whose duties in connection with the Corporation (or any Parent or Subsidiary)
assure such individual access to equivalent information.

                                      13.

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                                   APPENDIX


                  The following definitions shall be in effect under the Plan:

         A.       BOARD shall mean the Corporation's Board of Directors.

         B.       CODE shall mean the Internal Revenue Code of 1986, as amended.

         C.       COMMITTEE shall mean a committee of two (2) or more Board
members appointed  by the Board to exercise one or more administrative
functions under the Plan.

         D.       COMMON STOCK shall mean the Corporation's common stock.

         E.       CORPORATE TRANSACTION shall mean either of the following
shareholder-approved transactions to which the Corporation is a party:

                  (i)   a merger or consolidation in which securities possessing
         more than fifty percent (50%) of the total combined voting power of the
         Corporation's outstanding securities are transferred to a person or
         persons different from the persons holding those securities immediately
         prior to such transaction, or

                  (ii)  the sale, transfer or other disposition of all or
         substantially all of the Corporation's assets in complete liquidation
         or dissolution of the Corporation.

         F.       CORPORATION shall mean Kinzan.com, a California corporation.

         G.       DISABILITY shall mean the inability of the Optionee or the
Participant to engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment and shall be determined by
the Plan Administrator on the basis of such medical evidence as the Plan
Administrator deems warranted under the circumstances. Disability shall be
deemed to constitute PERMANENT DISABILITY in the event that such Disability is
expected to result in death or has lasted or can be expected to last for a
continuous period of twelve (12) months or more.

         H.       EMPLOYEE shall mean an individual who is in the employ of the
Corporation (or any Parent or Subsidiary), 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.

         I.       EXERCISE DATE shall mean the date on which the Corporation
shall have received written notice of the option exercise.

         J.       FAIR MARKET VALUE per share of Common Stock on any relevant
date shall be

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determined in accordance with the following provisions:

                  (i)   If the Common Stock is at the time traded on the Nasdaq
         National Market, then the Fair Market Value shall be the closing
         selling price per share of Common Stock on the date in question, as
         such price is reported by the National Association of Securities
         Dealers on the Nasdaq National Market or any successor system. If there
         is no closing selling price for the Common Stock on the date in
         question, then the Fair Market Value shall be the closing selling price
         on the last preceding date for which such quotation exists.

                  (ii)  If the Common Stock is at the time listed 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, as such price is officially quoted in the composite tape
         of transactions on such exchange. If there is no closing selling price
         for the Common Stock on the date in question, then the Fair Market
         Value shall be the closing selling price on the last preceding date for
         which such quotation exists.

                  (iii) If the Common Stock is at the time neither listed on any
         Stock Exchange nor traded on the Nasdaq National Market, 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.

         K.       INCENTIVE OPTION shall mean an option which satisfies the
requirements of Code Section 422.

         L.       INVOLUNTARY TERMINATION shall mean the termination of the
Service of any individual which occurs by reason of:

                        (a)   such individual's  involuntary dismissal or
         discharge by the Corporation for reasons other than Misconduct, or

                        (b)   such individual's voluntary resignation following
         (A) a change in his or her position with the Corporation which
         materially reduces his or her duties and responsibilities or the level
         of management to which he or she reports, (B) a reduction in his or her
         level of compensation (including base salary, fringe benefits and
         target bonuses under any corporate-performance based bonus or incentive
         programs) by more than fifteen percent (15%) or (C) a relocation of
         such individual's place of employment by more than fifty (50) miles,
         provided and only if such change, reduction or relocation is effected
         without the individual's consent.

                                      A-2

<PAGE>

         M.       MISCONDUCT shall mean the commission of any act of fraud,
embezzlement or dishonesty by the Optionee or Participant, any unauthorized
use or disclosure by such person of confidential information or trade secrets
of the Corporation (or any Parent or Subsidiary), or any other intentional
misconduct by such person adversely affecting the business or affairs of the
Corporation (or any Parent or Subsidiary) in a material manner. The foregoing
definition shall not be deemed to be inclusive of all the acts or omissions
which the Corporation (or any Parent or Subsidiary) may consider as grounds
for the dismissal or discharge of any Optionee, Participant or other person
in the Service of the Corporation (or any Parent or Subsidiary).

         N.       1934 ACT shall mean the Securities Exchange Act of 1934, as
amended.

         O.       NON-STATUTORY OPTION shall mean an option not intended to
satisfy the requirements of Code Section 422.

         P.       OPTION GRANT PROGRAM shall mean the option grant program in
effect under the Plan.

         Q.       OPTIONEE shall mean any person to whom an option is granted
under the Option Grant Program.

         R.       PARENT shall mean any corporation (other than the
Corporation) in an unbroken chain of corporations ending with the
Corporation, provided each corporation in the unbroken chain (other than the
Corporation) 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.

         S.       PARTICIPANT shall mean any person who is issued shares of
Common Stock under the Stock Issuance Program.

         T.       PLAN shall mean the Corporation's 1999 Stock Option/Stock
Issuance Plan, as set forth in this document.

         U.       PLAN ADMINISTRATOR shall mean either the Board or the
Committee, to the extent the Committee is at the time responsible for the
administration of the Plan.

         V.       SERVICE shall mean the provision of services to the
Corporation (or any Parent or Subsidiary) by a person in the capacity of an
Employee, a non-employee member of the board of directors or a consultant,
except to the extent otherwise specifically provided in the documents
evidencing the option grant or stock issuance.

         W.       STOCK EXCHANGE shall mean either the American Stock
Exchange or the New York Stock Exchange.

                                      A-3

<PAGE>

         X.       STOCK ISSUANCE AGREEMENT shall mean the agreement entered
into by the Corporation and the Participant at the time of issuance of shares
of Common Stock under the Stock Issuance Program.

         Y.       STOCK ISSUANCE PROGRAM shall mean the stock issuance
program in effect under the Plan.

         Z.       SUBSIDIARY shall mean any corporation (other than the
Corporation) in an unbroken chain of corporations beginning with the
Corporation, provided each 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.

         AA.      10% SHAREHOLDER shall mean the owner of stock (as
determined under Code Section 424(d)) possessing more than ten percent
(10%) of the total combined voting power of all classes of stock of the
Corporation (or any Parent or Subsidiary).

                                      A-4