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                                                                    EXHIBIT 10.1

                                   ICNT, INC.

                       1999 STOCK OPTION, DEFERRED STOCK
                                       AND
                              RESTRICTED STOCK PLAN


SECTION 1.     GENERAL PURPOSE OF PLAN; DEFINITIONS.

        (a) This plan is intended to implement and govern the 1999 Stock Option,
Deferred Stock and Restricted Stock Plan (the "Plan") of ICNT, Inc., a
California corporation (the "Company"). The Plan was adopted by the Board of
Directors as of September 28, 1999, subject to shareholder approval within 12
months from such date. The purpose of the Plan is to enable the Company to
obtain and retain competent personnel who will contribute to the Company's
success by their ability, ingenuity and industry, and to provide incentives to
such personnel and members that are linked directly to increases in shareholder
value, and will therefore, inure to the benefit of all shareholders of the
Company.

        (b) For purposes of the Plan, the following terms shall be defined as
set forth below:

               (1) "Administrator" means the Board, or if the Board does not
administer the Plan, the Committee, in accordance with Section 2.

               (2)    "Award" means any award of Deferred Stock, Restricted
Stock or Stock Option.

               (3) "Board" means the Board of Directors of the Company.

               (4) "Code" means the Internal Revenue Code of 1986, as amended
from time to time, or any successor thereto.

               (5) "Commission" means the Securities and Exchange Commission.

               (6) "Committee" means the Compensation Committee of the Board, or
any other Committee the Board may subsequently appoint to administer the Plan.
If at any time the Board shall administer the Plan, then the functions of the
Committee specified in the Plan shall be exercised by the Board.



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               (7) "Company" means ICNT, Inc., a corporation organized under
the laws of California (or any successor corporation).

               (8) "Deferred Stock" means an award made granted pursuant to
Section 6 below of the right to receive Stock at the end of a specified deferral
period.

               (9) "Disability" means permanent and total disability as
determined under the Company's disability program or policy, or if such
disability program or policy does not exist, then any disability that renders an
Eligible Employee unable to serve the Company or any future Subsidiary or Parent
Corporation in the capacity for which such Eligible Employee served immediately
prior to such disability.

               (10) "Effective Date" shall mean the date provided pursuant to
Section 15.

               (11) "Eligible Employee" means an employee, consultant or advisor
of the Company, any future Subsidiary, any future Parent Corporation or any
majority-owned subsidiaries of any Parent Corporation eligible to participate in
the Plan pursuant to Section 4.

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

               (13) "Fair Market Value" means, as of any given date, with
respect to any Awards granted hereunder, at the discretion of the Administrator
and subject to such limitations as the Administrator may impose, (A) the closing
sales price of the Stock on such date, or (B) the average of the closing sales
price of the Stock on each day on which the Stock was traded over a period of up
to twenty trading days immediately prior to such date, or (C) if the Stock is
not publicly traded, the fair market value of the Stock as otherwise determined
by the Administrator in the good faith exercise of its discretion.

               (14) "Incentive Stock Option" means any Stock option intended to
be designated as an "incentive stock option" within the meaning of Section 422
of the Code.

               (15) "Non-Qualified Stock Option" means any Stock Option that is
not an Incentive Stock Option, including any Stock Option that provides (as of
the time such option is granted) that it will not be treated as an Incentive
Stock Option.

               (16) "Parent Corporation" means any corporation (other than the
Company) in an unbroken chain of corporations ending with the Company, if each
of the corporations other than the Company owns stock possessing 50% or more of
the total combined voting power of all classes of stock in one of the other
corporations in the chain.



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               (17) "Participant" means any Eligible Employee selected by the
Administrator pursuant to the Administrator's authority in Section 2 below to
receive grants of Stock Options or Awards or any combination of the foregoing.

               (18) "Restricted Period" means the period set by the
Administrator as it pertains to Deferred Stock or Restricted Stock awards
pursuant to Section 6.

               (19) "Restricted Stock" means an award of shares of Stock granted
pursuant to Section 6 subject to restrictions that will lapse with the passage
of time or upon the attainment of performance objectives.

               (20) "Securities Act" means the Securities Act of 1933, as
amended.

               (21) "Stock" means the common stock, no par value, of the
Company.

               (22) "Stock Option" means an option to purchase shares of Stock
granted pursuant to Section 5.

               (23) "Subsidiary" means any corporation (other than the Company)
in an unbroken chain of corporations beginning with the Company, if each of the
corporations (other than the last corporation) in the unbroken chain owns stock
possessing 50% or more of the total combined voting power of all classes of
stock in one of the other corporations in the chain.

SECTION 2.  ADMINISTRATION.

        (a) The Plan shall be administered by the Board or by a Committee
appointed by the Board, which shall serve at the pleasure of the Board;
provided, however, that if the Stock is registered under Section 12 of the
Securities Act and if the Committee does not consist solely of "Non-Employee
Directors," as defined in Rule 16b-3 as promulgated by the Commission under the
Exchange Act, and as such Rule may be amended from time to time, or any
successor definition adopted by the Commission, then the Plan shall be
administered, and each grant shall be approved, by the Board.

        (b) The Administrator shall have the power and authority to grant to
Eligible Employees, pursuant to the terms of the Plan: (i) Stock Options, (ii)
Deferred Stock, (iii) Restricted Stock, or (iv) any combination of the
foregoing.

        In particular, the Administrator shall have the authority;

          (1) to select those employees of the Company or any future Subsidiary
or any


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future Parent Corporation who are Eligible Employees;

               (2) to determine whether and to what extent Stock Options,
Deferred Stock, Restricted Stock or a combination of the foregoing, are to be
granted to Eligible Employees of the Company or any future Subsidiary hereunder;

               (3) to determine the number of shares of Stock to be covered by
each such Award;

               (4) to determine the terms and conditions, not inconsistent with
the terms of the Plan, of any such Award including, but not limited to, (i) the
restricted period applicable to Deferred Stock or Restricted Stock awards, (ii)
the date or dates on which restrictions applicable to such Deferred Stock or
Restricted Stock shall lapse during such period, and (iii) when and in what
increments shares covered by Stock Options may be purchased; and

               (5) to determine the terms and conditions, not inconsistent with
the terms of the Plan, which shall govern all written instruments evidencing the
Stock Options, Deferred Stock, Restricted Stock or any combination of the
foregoing.

        (c) The Administrator shall have the authority, in its discretion, to
adopt, alter and repeal such administrative rules, guidelines and practices
governing the Plan as it shall from time to time deem advisable; to interpret
the terms and provisions of the Plan and any Award issued under the Plan (and
any agreements relating thereto); and to otherwise supervise the administration
of the Plan.

        (d) All decisions made by the Administrator pursuant to the provisions
of the Plan shall be final and binding on all persons, including the Company,
any future Subsidiaries or Parent Corporation and the Participants.

SECTION 3.  STOCK SUBJECT TO PLAN.

        (a) The total number of shares of Stock reserved and available for
issuance under the Plan shall be 5,333,334 shares. Such shares shall consist of
authorized but unissued shares.

        (b) To the extent that (i) a Stock Option expires or is otherwise
terminated without being exercised or (ii) any shares of Stock subject to any
Deferred Stock or Restricted Stock award granted hereunder are forfeited, such
shares shall again be available for issuance in connection with future Awards
under the Plan. If any shares of Stock have been pledged as collateral for
indebtedness incurred by a Participant in connection with the exercise of a
Stock Option and such shares are returned to the Company in satisfaction of such
indebtedness, such



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shares shall again be available for issuance in connection with future
Awards under the Plan.

        (c) In the event of any merger, reorganization, consolidation,
recapitalization, stock dividend, or other change in corporate structure
affecting the Stock, an appropriate substitution or adjustment shall be made in
(i) the aggregate number of shares reserved for issuance under the Plan, and
(ii) the kind, number and option price of shares subject to outstanding Stock
Options or Awards granted under the Plan as may be determined by the
Administrator, in its sole discretion, provided that the number of shares
subject to any Award shall always be a whole number. Such other substitutions or
adjustments shall be made as may be determined by the Administrator, in its sole
discretion; provided, however, that with respect to Incentive Stock Options,
such adjustment shall be made in accordance with Section 424 of the Code.

Section 4.  Eligibility.

        Officers and other key employees, directors and consultants and advisors
of the Company, any future Subsidiary or any future Parent Corporation who are
responsible for or contribute to the management, growth and/or profitability of
the business of the Company, shall be eligible to be granted Non-Qualified Stock
Options, Deferred Stock or Restricted Stock awards hereunder. Officers and other
key employees of the Company, any future Subsidiary or any future Parent
Corporation shall also be eligible to be granted Incentive Stock Options
hereunder. The Participants under the Plan shall be selected from time to time
by the Administrator, in its sole discretion, from among the Eligible Employees
recommended by the senior management of the Company, and the Administrator shall
determine, in its sole discretion, the number of shares covered by each Award.

Section 5.     Stock Options for Eligible Employees.

        (a) Stock Options may be granted to Eligible Employees alone or in
addition to other Awards granted under the Plan. Any Stock Option granted under
the Plan shall be in such form as the Administrator may from time to time
approve, and the provisions of Stock Option awards need not be the same with
respect to each optionee. Recipients of Stock Options shall enter into a stock
option agreement with the Company, in such form as the Administrator shall
determine, which agreement shall set forth, among other things, the exercise
price of the option, the term of the option and provisions regarding
exercisability of the option granted thereunder.

        (b) The Stock Options granted under the Plan to Eligible Employees may
be of two types: (x) Incentive Stock Options and (y) Non-Qualified Stock
Options.



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        The Administrator shall have the authority under this Section 5 to grant
any optionee Incentive Stock Options, Non-Qualified Stock Options, or both types
of Stock Options; provided, however, that Incentive Stock Options may not be
granted to any individual who is not an employee of the Company, any future
Subsidiaries or any future Parent Corporation. To the extent that any Stock
Option does not qualify as an Incentive Stock Option, it shall constitute a
separate Non-Qualified Stock Option. More than one option may be granted to the
same optionee and be outstanding concurrently hereunder.

        (c) Stock Options granted under the Plan shall be subject to the
following terms and conditions and shall contain such additional terms and
conditions, not inconsistent with the terms of the Plan, as the Administrator
shall, in its sole discretion, deem desirable:

               (i) Option Price. The option price per share of Stock purchasable
under an Incentive Stock Option shall be determined by the Administrator, in its
sole discretion, at the time of grant but shall be not less than 100% of the
Fair Market Value of the Stock on such date, and shall not, in any event, be
less than the par value of the Stock, if any. The option price per share of
Stock purchasable under a Non-Qualified Stock Option may be less than 100% of
such Fair Market Value, but in no event less than 85% of such Fair Market Value.
If an employee owns or is deemed to own (by reason of the attribution rules
applicable under Section 424(d) of the Code) more than 10% of the combined
voting power of all classes of stock of the Company or any future Parent
Corporation or any future Subsidiary and an Incentive Stock Option is granted to
such employee, the option price of such Incentive Stock Option (to the extent
required by the Code at the time of grant) shall be no less than 110% of the
Fair Market Value of the Stock on the date such Incentive Stock Option is
granted.

               (ii) Option Term. The term of each Stock Option shall be fixed by
the Administrator, but no Stock Option shall be exercisable more than ten years
after the date such Stock Option is granted; provided, however, that if an
employee owns or is deemed to own (by reason of the attribution rules of Section
424(d) of the Code) more than 10% of the combined voting power of all classes of
stock of the Company or any future Parent Corporation or any future Subsidiary
and an Incentive Stock Option is granted to such employee, the term of such
Incentive Stock Option (to the extent required by the Code at the time of grant)
shall be no more than five years from the date of grant.

               (iii) Exercisability. Stock Options shall be exercisable at such
time or times and subject to such terms and conditions as shall be determined by
the Administrator at or after grant; provided, however, that, except as provided
herein or unless otherwise determined by the Administrator at or after grant,
Stock Options shall be exercisable one year following the date of grant of the
option, but in no case, less than six (6) months following the date of the grant
of the option. With respect to Stock Options issued to non-officer employees of
the Company, any



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future Subsidiary or Parent Corporation, such Stock Options shall vest at least
20% per year over the five-year period commencing from the date of grant. To the
extent not exercised, installments shall accumulate and be exercisable in whole
or in part at any time after becoming exercisable but not later than the date
the Stock Option expires. The Administrator may provide, in its discretion, that
any Stock Option shall be exercisable only in installments, and the
Administrator may waive such installment exercise provisions at any time in
whole or in part based on such factors as the Administrator may determine in its
sole discretion.

               (iv) Method of Exercise. Subject to Subsection 5(c)(iii), Stock
Options may be exercised in whole or in part at any time during the option
period by giving written notice of exercise to the Company specifying the number
of shares to be purchased, accompanied by payment in full of the purchase price
in cash or its cash equivalent, as determined by the Administrator. The
Administrator may, in its sole discretion, accept payment in whole or in part on
behalf of the Company (i) in the form of unrestricted Stock already owned by the
optionee, or, in the case of the exercise of a Non-Qualified Stock Option,
Restricted Stock subject to an Award hereunder (based, in each case, on the Fair
Market Value of the Stock on the date the option is exercised), (ii) by
cancellation of any indebtedness owed by the Company to the optionee, (iii) by a
full recourse promissory note executed by the optionee, (iv) by requesting that
the Company withhold whole shares of Common Stock then issuable upon exercise of
the Stock Option (based on the Fair Market Value of the Stock on the date the
option is exercised), (v) by arrangement with a broker which is acceptable to
the Administrator where payment of the option price is made pursuant to an
irrevocable direction to the broker to deliver all or part of the proceeds from
the sale of the shares underlying the option to the Company, or (vi) by any
combination of the foregoing; provided, however, that in the case of an
Incentive Stock Option, the right to make payment in the form of already owned
shares may be authorized only at the time of grant. Any payment in the form of
stock already owned by the optionee may be effected by use of an attestation
form approved by the Administrator. If payment of the option exercise price of a
Non-Qualified Stock Option is made in whole or in part in the form of Restricted
Stock, the shares received upon the exercise of such Stock Option (to the extent
of the number of shares of Restricted Stock surrendered upon exercise of such
Stock Option) shall be restricted in accordance with the original terms of the
Restricted Stock award in question, except that the Administrator may direct
that such restrictions shall apply only to that number of shares equal to the
number of shares surrendered upon the exercise of such option. An optionee shall
generally have the rights to dividends and other rights of a shareholder with
respect to shares subject to the option only after the optionee has given
written notice of exercise, has paid in full for such shares, and, if requested,
has given the representation described in paragraph (a) of Section 10.

     (d) The Administrator may require the voluntary surrender of all or a
portion of any Stock Option granted under the Plan as a condition precedent to a
grant of a new Stock Option. Subject to the provisions of the Plan, such new
Stock Option shall be exercisable at the price,


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during such period and on such other terms and conditions as are specified by
the Administrator at the time the new Stock Option is granted; provided,
however, that should the Administrator so require, the number of shares subject
to such new Stock Option shall not be greater than the number of shares subject
to the surrendered Stock Option. Upon their surrender, the Stock Options shall
be canceled and the shares previously subject to such canceled Stock Options
shall again be available for grants of Stock Options and other Awards hereunder.

        (e) The Company may make loans available to Stock Option holders in
connection with the exercise of outstanding options granted under the Plan, as
the Administrator, in its discretion, may determine. Such loans shall (i) be
evidenced by promissory notes entered into by the Stock Option holders in favor
of the Company, (ii) be subject to the terms and conditions set forth in this
paragraph and such other terms and conditions, not inconsistent with the Plan,
as the Administrator shall determine, (iii) bear interest, if any, at such rate
as the Administrator shall determine and (iv) be subject to Board approval. In
no event may the principal amount of any such loan exceed the sum of (x) the
exercise price less the par value of the shares of Stock covered by the option,
or portion thereof, exercised by the holder and (y) any Federal, state, and
local income tax attributable to such exercise. The initial term of the loan,
the schedule of payments of principal and interest under the loan, the extent to
which the loan is to be with or without recourse against the holder with respect
to principal or interest and the conditions upon which the loan will become
payable in the event of the holder's termination of employment shall be
determined by the Administrator; provided, however, that the term of the loan,
including extensions, shall not exceed seven (7) years. Unless the Administrator
determines otherwise, when a loan is made, shares of Common Stock having a Fair
Market Value at least equal to the principal amount of the loan shall be pledged
by the holder to the Company as security for payment of the unpaid balance of
the loan, and such pledge shall be evidenced by a pledge agreement, the terms of
which shall be determined by the Administrator, in its discretion; provided,
however, that each loan shall comply with all applicable laws, regulations and
rules of the Board of Governors of the Federal Reserve System and any other
governmental agency having jurisdiction.

        (f) No Stock Option shall be transferable by the optionee otherwise than
by will or by the laws of descent and distribution. Incentive Stock Options
shall be exercisable, during the optionee's lifetime, only by the optionee.

       (g) If an optionee's employment with the Company, any future Subsidiary
or Parent Corporation terminates by reason of death or Disability, the Stock
Option may thereafter be immediately exercised, to the extent then exercisable
(or on such accelerated basis as the Administrator shall determine at or after
grant), by the legal representative of the optionee, by the legal representative
of the estate of the optionee, or by the legatee of the optionee under the will
of the optionee, for a period of at least six (6) months from the date of such
death or disability. In


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the event of a termination of employment by reason of Disability, if an
Incentive Stock Option is exercised after the expiration of the exercise periods
that apply for purposes of Section 422 of the Code, such Stock Option shall
thereafter be treated as a Non-Qualified Stock Option.

        (h) Except as otherwise provided in this paragraph or otherwise
determined by the Administrator, if an optionee's employment with the Company,
any future Subsidiary or any future Parent Corporation terminates for any reason
other than death or Disability, the optionee must exercise his or her Stock
Options within thirty (30) days from the date of such termination. If the
optionee does not exercise his or her Stock Options within this thirty (30) day
period, the Stock Options automatically terminate, and such Stock Options become
null and void.

        (i) To the extent that the aggregate Fair Market Value (determined as of
the date the Incentive Stock Option is granted) of the shares of Stock with
respect to which Incentive Stock Options granted to an optionee under this Plan
and all other option plans of the Company, any future Parent Corporation and any
future Subsidiary become exercisable for the first time by the optionee during
any calendar year exceeds $100,000, such Stock Options shall be treated as
Non-Qualified Stock Options.

Section 6. Deferred Stock and Restricted Stock.

        (a) Deferred Stock and Restricted Stock awards may be issued to Eligible
Employees either alone or in addition to other Awards granted under the Plan.
The Administrator shall determine the Eligible Employees, and the time or times
at which grants of Deferred Stock or Restricted Stock awards shall be made; the
number of shares to be awarded; the price, if any, to be paid by the recipient
of Deferred Stock or Restricted Stock awards; the Restricted Period (as defined
in paragraph 6(c) hereof) applicable to Deferred Stock or Restricted Stock
awards; the performance objectives applicable to Deferred Stock or Restricted
Stock awards; the date or dates on which restrictions applicable to such
Deferred Stock or Restricted Stock awards shall lapse during such Restricted
Period; and all other conditions of the Deferred Stock or Restricted Stock
awards. The Administrator may also condition the grant of Deferred Stock or
Restricted Stock awards upon the exercise of Stock Options, or upon such other
criteria as the Administrator may determine, in its sole discretion. The
provisions of Deferred Stock or Restricted Stock awards need not be the same
with respect to each recipient.

        (b) The prospective recipient of a Deferred Stock or Restricted Stock
award shall not have any rights with respect to such Award, unless and until
such recipient has executed an agreement evidencing the Award (a "Deferred Stock
Award Agreement" or Restricted Stock Award Agreement" as appropriate) and has
delivered a fully executed copy thereof to the Company, within a period of sixty
days (or such other period as the Administrator may specify) after the Award
date.



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               Except as provided below in this paragraph (b) of Section 6, (i)
each Participant who is awarded Restricted Stock shall be issued a stock
certificate in respect of such shares of Restricted Stock; and (ii) such
certificate shall be registered in the name of the Participant, and shall bear
an appropriate legend referring to the terms, conditions, and restrictions
applicable to such Award, substantially in the following form:

        "The transferability of this certificate and the shares of stock
        represented hereby are subject to the terms and conditions (including
        forfeiture) of the ICNT, Inc. 1999 Stock Option, Deferred Stock and
        Restricted Stock Plan and a Restricted Stock Award Agreement entered
        into between the registered owner and ICNT, Inc. Copies of such Plan and
        Agreement are on file in the offices of ICNT, Inc."

        The Company shall require that the stock certificates evidencing such
shares be held in the custody of the Company until the restrictions thereon
shall have lapsed, and, as a condition of any Restricted Stock award, the
Participant shall have delivered a stock power, endorsed in blank, relating to
the Stock covered by such Award.

        With respect to Deferred Stock awards, at the expiration of the
Restricted Period, stock certificates in respect of such shares of Deferred
Stock shall be delivered to the Participant, or his legal representative, in a
number equal to the shares of Stock covered by the Deferred Stock award.

        (c) The Deferred Stock or Restricted Stock awards granted pursuant to
this Section 6 shall be subject to the following restrictions and conditions:

               (i) Subject to the provisions of the Plan and the Deferred Stock
or Restricted Stock Award Agreements, during such period as may be set by the
Administrator commencing on the grant date (the "Restricted Period"), the
Participant shall not be permitted to sell, transfer, pledge or assign shares of
Deferred Stock or Restricted Stock awarded under the Plan. Within these limits,
the Administrator may, in its sole discretion, provide for the lapse of such
restrictions in installments and may accelerate or waive such restrictions in
whole or in part based on such factors and such circumstances as the
Administrator may determine, in its sole discretion, including, but not limited
to, the attainment of certain performance related goals, the Participant's
termination, death or Disability or the occurrence of a "Change of Control" as
defined in Section 9 below.

              (ii) Except as provided in paragraph (c)(i) of this Section 6,
the Participant shall have, with respect to the shares of Restricted Stock, all
of the rights of a shareholder of the Company, including the right to vote the
shares, and the right to receive any dividends thereon during the Restricted
Period. With respect to Deferred Stock awards, the Participant shall


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generally not have the rights of a shareholder of the Company, including the
right to vote the shares during the Restricted Period; provided, however, that
dividends declared during the Restricted Period with respect to the number of
shares covered by a Deferred Stock award shall be paid to the Participant.
Certificates for shares of unrestricted Stock shall be delivered to the
Participant promptly after, and only after, the Restricted Period shall expire
without forfeiture in respect of such shares of Deferred Stock or Restricted
Stock, except as the Administrator, in its sole discretion, shall otherwise
determine.

               (iii) Subject to the provisions of the Deferred Stock or
Restricted Stock Award Agreement and this Section 6, upon termination of
employment for any reason during the Restricted Period, all shares subject to
any restriction as of the date of such termination shall be forfeited by the
Participant, and the Participant shall only receive the amount, if any, paid by
the Participant for such Deferred Stock or Restricted Stock, plus simple
interest on such amount at the rate of 8% per year.

Section 7. Amendment and Termination.

        (a) The Board may amend, alter or discontinue the Plan, but no
amendment, alteration, or discontinuation shall be made that would impair the
rights of the Participant under any Award theretofore granted without such
Participant's consent, or that without the approval of the shareholders (as
described below) would:

               (i)   except as provided in Section 3, increase the total number
                     of shares of Stock reserved for the purpose of the Plan;

               (ii)  change the employees or class of employees eligible to
                     participate in the Plan;

               (iii) extend the maximum option period under Section 5 of the
                     Plan.

        (b) Notwithstanding the foregoing, shareholder approval under this
Section 7 shall only be required at such time and under such circumstances as
shareholder approval would be required under applicable federal and state laws,
regulations and exchange requirements.

        (c) The Administrator may amend the terms of any Award theretofore
granted, prospectively or retroactively, but, subject to Section 3, no such
amendment shall impair the rights of any holder without his or her consent.



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Section 8.  Unfunded Status of Plan.

        The Plan is intended to constitute an "unfunded" plan for incentive
compensation. With respect to any payments not yet made to a Participant or
optionee by the Company, nothing contained herein shall give any such
Participant or optionee any rights that are greater than those of a general
creditor of the Company.

Section 9.  Change of Control.

        The following acceleration and valuation provisions shall apply in the
event of a "Change of Control", as defined in paragraph (b) of this Section 9:

        (a) In the event of a "Change of Control," unless otherwise determined
by the Administrator or the Board in writing at or after grant (including under
any individual agreement), but prior to the occurrence of such Change of
Control;

               (i) the restrictions applicable to any Restricted Stock or
Deferred Stock awards under the Plan shall lapse, and such shares and all
outstanding Awards, including but not limited to all outstanding Stock Options,
shall be deemed fully vested;

               (ii) any indebtedness incurred pursuant to paragraph (e) of
Section 5 above shall be forgiven and the collateral pledged in connection with
any such loan shall be released; and

               (iii) the value of all outstanding Stock Options, Restricted
Stock and Deferred Stock awards shall, to the extent determined by the
Administrator at or after grant, be cashed out by a payment of cash or other
property, as the Administrator may determine, on the basis of the "Change of
Control Price" (as defined in paragraph (c) of this Section 9) as of the date
the Change of Control occurs or such other date as the Administrator may
determine prior to the Change of Control.

        (b) For purposes of paragraph (a) of this Section 9, a "Change of
Control" shall be deemed to have occurred if:

             (i) any "person," as such term is used in Sections 13(d) and
14(d) of the Exchange Act (other than the Company; any trustee or other
fiduciary holding securities under an employee benefit plan of the Company; or
any company owned, directly or indirectly, by the shareholders of the Company in
substantially the same proportions as their ownership of the Stock of the
Company) is or becomes after the Effective Date the "beneficial owner" (as
defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company (not including in the securities beneficially owned by
such person or any securities acquired directly


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from the Company or its affiliates) representing 50% or more of the combined
voting power of the Company's then outstanding securities; or

               (ii) during any period of two consecutive years (not including
any period prior to the Effective Date), individuals who at the beginning of
such period constitute the Board, and any new director (other than a director
designated by a person who has entered into an agreement with the Company to
effect a transaction described in clause (i), (iii) or (iv) of this paragraph
(b) of Section 9) whose election by the Board or nomination for election by the
Company's shareholders was approved by a vote of at least two-thirds (2/3) of
the directors then still in office who either were directors at the beginning of
the period or whose election or nomination for election was previously so
approved, cease for any reason to constitute at least a majority thereof; or

               (iii) the shareholders of the Company approve a merger or
consolidation of the Company with any other corporation, other than (A) a merger
or consolidation which would result in the voting securities of the Company
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity), in combination with the ownership of any trustee or other
fiduciary holding securities under an employee benefit plan of the Company, at
least 75% of the combined voting power of the voting securities of the Company
or such surviving entity outstanding immediately after such merger or
consolidation or (B) a merger or consolidation effected to implement a
recapitalization of the Company (or similar transaction) in which no person
acquires more than 50% of the combined voting power of the Company's then
outstanding securities; or

               (iv) the shareholders of the Company approve a plan of complete
liquidation of the Company or an agreement for the sale or disposition by the
Company of all or substantially all of the Company's assets.

        (c) For purposes of this Section 9, "Change of Control Price" means the
higher of (i) the highest price per share paid or offered in any transaction
related to a Change of Control of the Company or (ii) the highest price per
share paid in any transaction reported on the exchange or national market system
on which the Stock is listed, at any time during the preceding sixty day period
as determined by the Administrator, except that, in the case of Incentive Stock
Options and Stock Appreciation Rights or Limited Stock Appreciation Rights
relating to Incentive Stock Options, such price shall be based only on
transactions reported for the date on which the Administrator decides to cash
out such options.



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<PAGE>   14

Section 10. General Provisions.

        (a) The Administrator may require each person purchasing shares pursuant
to a Stock Option to represent to and agree with the Company in writing that
such person is acquiring the shares without a view to distribution thereof. The
certificates for such shares may include any legend which the Administrator
deems appropriate to reflect any restrictions on transfer.

        All certificates for shares of Stock delivered under the Plan shall be
subject to such stock-transfer orders and other restrictions as the
Administrator may deem advisable under the rules, regulations, and other
requirements of the Commission, any stock exchange upon which the Stock is then
listed, and any applicable Federal or state securities law, and the
Administrator may cause a legend or legends to be placed on any such
certificates to make appropriate reference to such restrictions.

        (b) Nothing contained in the Plan shall prevent the Board from adopting
other or additional compensation arrangements, subject to shareholder approval
if such approval is required; and such arrangements may be either generally
applicable or applicable only in specific cases.

        (c) Each Participant shall, no later than the date as of which the value
of an Award first becomes includable in the gross income of the Participant for
Federal income tax purposes, pay to the Company, or make arrangements
satisfactory to the Administrator regarding payment of, any Federal, state, or
local taxes of any kind required by law to be withheld with respect to the
Award. The obligations of the Company under the Plan shall be conditional on the
making of such payments or arrangements, and the Company (and, where applicable,
its Subsidiaries) shall, to the extent permitted by law, have the right to
deduct any such taxes from any payment of any kind otherwise due to the
Participant.

        (d) No member of the Board or the Administrator, nor any officer or
employee of the Company acting on behalf of the Board or the Administrator,
shall be personally liable for any action, determination, or interpretation
taken or made in good faith with respect to the Plan, and all members of the
Board or the Administrator and each and any officer or employee of the Company
acting on their behalf shall, to the extent permitted by law, be fully
indemnified and protected by the Company in respect of any such action,
determination or interpretation.

        (e) This Plan is purely voluntary on the part of the Company, and while
the Company hopes to continue it indefinitely, the continuance of the Plan shall
not be deemed to constitute a contract between the Company and any employee, or
to be consideration for or a condition of the employment of any employee.
Nothing contained in the Plan shall be deemed to give any employee the right to
be retained in the employ of the Company, any future Subsidiaries, or any



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future Parent Corporation to interfere with the right of the Company to
discharge or retire any employee thereof at any time. No employee shall have any
right to or interest in Stock Options, Restricted Stock, or Deferred Stock,
authorized hereunder prior to the grant of such a Stock Option or other award
described herein to such employee, and upon such grant he or she shall have only
such rights and interests as are expressly provided herein, subject, however, to
all applicable provisions of the Company's Articles of Incorporation, as the
same may be amended from time to time.

Section 11.  Specific Performance.

        The Stock Options granted under this Plan and the Shares issued pursuant
to the exercise of such Stock Options cannot be readily purchased or sold in the
open market, and, for that reason among others, the Company and its shareholders
will be irreparably damaged in the event that this Plan is not specifically
enforced. In the event of any controversy concerning the right or obligation to
purchase or sell any such Option or Optioned Stock, such right or obligation
shall be enforceable in a court of equity by a decree of a specific performance.
Such remedy shall, however, be cumulative and not exclusive, and shall be in
addition to any other remedy which the parties may have.

Section 12.  Invalid Provision.

        In the event that any provision of this Plan is found to be invalid or
otherwise unenforceable under any applicable law, such invalidity or
unenforceability shall not be construed as rendering any other provisions
contained herein invalid or unenforceable, and all such other provisions shall
be given full force and effect to the same extent as though the invalid
unenforceable provision was not contained herein.

Section 13.  Applicable Law.

        This Plan shall be governed by and construed in accordance with the laws
of the State of California.

Section 14.  Successors and Assigns.

        This Plan shall be binding on and inure to the benefit of the Company
and the employees to whom an Option is granted hereunder, and such employees'
heirs, executors, administrators, legatees, personal representatives, assignees
and transferees.




                                       15
<PAGE>   16

Section 15.  Effective Date of Plan.

        The Plan became effective (the "Effective Date") on September 28, 1999.
If shareholder approval of the plan is not obtained within 12 months from the
Effective Date, all Awards granted hereunder shall be rescinded and declared
void ab initio.

Section 16.  Term of Plan.

        No Stock Option, Deferred Stock or Restricted Stock award shall be
granted pursuant to the Plan on or after the tenth anniversary of the Effective
Date, but Awards theretofore granted may extend beyond that date.

Section 17.  Annual Financial Statements.

        The Company shall deliver annual financial statements to each employee
granted a Stock Option, Deferred Stock or Restricted Stock hereunder until such
Award expires or is otherwise canceled.

Section 18.  Limitation on Amount of Securities Offered.

        Until such time as the Company becomes subject to the reporting
requirements of Sections 13 or 15(d) of the Exchange Act, the aggregate offering
price of securities subject to a current offer and sold, or amount of securities
sold, as the case may be, within the preceding twelve (12) months under this
Plan and any other agreement granting options under Rule 701 of the Securities
Act shall not exceed the greater of: (i) $1,000,000, (ii) 15% of the total
assets of the Company, measured as of the end of its most recently completed
fiscal year or (iii) 15% of the outstanding Stock, including securities (other
than securities issued pursuant to this Plan or any agreement granted under Rule
701) convertible or exchangeable for Stock.

Section 19.    Disclosure Requirements

        In the event the aggregate offering price of securities subject to
outstanding offers plus the offering price of securities sold in the preceding
twelve (12) months, as a result of Awards issued under this Plan, exceeds
$5,000,000, the Company shall deliver the following disclosure documents to the
Participant or optionee within a reasonable period of time before the applicable
date of exercise, conversion or sale:

        (a) A summary of the material terms of this Plan;

        (b) Information about the risks associated with purchasing the shares
of stock in the


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<PAGE>   17

Company; and

        (c) Financial statements as of a date no more than 180 days before the
sale of securities pursuant to this Section 19.




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<PAGE>   18

        IN WITNESS WHEREOF, pursuant to the due authorization and adoption of
this Plan by the Board on the day and year first above written, the Company has
caused this Plan to be duly executed by its duly authorized officers.


                                      ICNT, Inc.


                                       By:  /s/ JOHN COMBS
                                           --------------------------------
                                            Name: John Combs
                                            Title: Chief Executive Officer



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