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                           DIGITALCONVERGENCE.COM INC.
                             1999 STOCK OPTION PLAN

1.       PURPOSE.

         DigitalConvergence.com inc., a Delaware corporation (herein, together
with its successors, referred to as the "COMPANY"), by means of this 1999
Stock Option Plan (the "PLAN"), desires to afford certain individuals and key
employees of the Company and any parent corporation or subsidiary corporation
thereof now existing or hereafter formed or acquired (such parent and
subsidiary corporations sometimes referred to herein as "RELATED ENTITIES")
who are responsible for the continued growth of the Company an opportunity to
acquire a proprietary interest in the Company, and thus to create in such
persons an increased interest in and a greater concern for the welfare of the
Company and any Related Entities. As used in the Plan, the terms "parent
corporation" and "subsidiary corporation" shall mean, respectively, a
corporation within the definition of such terms contained in Sections 424(e)
and 424(f), respectively, of the Internal Revenue Code of 1986, as amended
(the "CODE"). All defined terms not otherwise defined in Sections 1 through 17
of this Plan shall have the meanings set forth in Section 18 of this Plan.

         The stock options described in Sections 6 and 7 (the "OPTIONS") and
the shares of Common Stock (as hereinafter defined) acquired pursuant to the
exercise of such Options are a matter of separate inducement and are not in
lieu of any salary or other compensation for services.

2.       ADMINISTRATION.

         (a) COMMITTEE. The Board of Directors of the Company (the "BOARD OF
DIRECTORS") shall administer the Plan with respect to all Key Employees (as
hereinafter defined) or Eligible Non-Employees (as hereinafter defined) or may
delegate all or part of its duties under this Plan to any committee or
sub-committee appointed by the Board of Directors (the "COMMITTEE") or to any
officer or committee of officers of the Company, subject in each case to such
conditions and limitations as the Board of Directors may establish and subject
to the following sentence. Unless a majority of the members of the Board of
Directors determines otherwise: (a) the Committee shall be constituted in a
manner that satisfies the requirements of Rule 16b-3, which Committee shall
administer the Plan with respect to all Key Employees or Eligible
Non-Employees who are subject to Section 16 of the Exchange Act in a manner
that satisfies the requirements of Rule 16b-3; and (b) the Committee shall be
constituted in a manner that satisfies the requirements of Section 162(m),
which Committee shall administer the Plan with respect to "performance-based
compensation" for all Key Employees or Eligible Non-Employees who are
reasonably expected to be "covered employees" as those terms are defined in
Section 162(m). The number of persons that shall constitute the Committee
shall be determined from time to time by a majority of all the members of the
Board of Directors. Except for references in Sections 2(a), 2(b), and 2(c) and
unless the context otherwise requires, references herein to the Committee
shall also refer to the Board of Directors as

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administrator of the Plan for Key Employees or Eligible Non-Employees or to
the appropriate delegate of the Committee or the Board of Directors.

         (b) DURATION, REMOVAL, ETC. The members of the Committee shall serve
at the pleasure of the Board of Directors, which shall have the power, at any
time and from time to time, to remove members from or add members to the
Committee. Removal from the Committee may be with or without cause. Any
individual serving as a member of the Committee shall have the right to resign
from membership in the Committee by written notice to the Board of Directors.
The Board of Directors, and not the remaining members of the Committee, shall
have the power and authority to fill vacancies on the Committee, however
caused.

         (c) MEETINGS AND ACTIONS OF COMMITTEE. The Board of Directors shall
designate which of the Committee members shall be the chairman of the
Committee. If the Board of Directors fails to designate a Committee chairman,
the members of the Committee shall elect one of the Committee members as
chairman, who shall act as chairman until he ceases to be a member of the
Committee or until the Board of Directors elects a new chairman. The Committee
shall hold its meetings at those times and places as the chairman of the
Committee may determine. At all meetings of the Committee, a quorum for the
transaction of business shall be required, and a quorum shall be deemed
present if at least a majority of the members of the Committee are present. At
any meeting of the Committee, each member shall have one vote. All decisions
and determinations of the Committee shall be made by the majority vote or
majority decision of all of its members present at a meeting at which a quorum
is present; provided, however, that any decision or determination reduced to
writing and signed by all of the members of the Committee shall be as fully
effective as if it had been made at a meeting that was duly called and held.
The Committee may make any rules and regulations as it may deem advisable for
the conduct of its business that are not inconsistent with the provisions of
the Plan, the certificate of incorporation of the Company, the by-laws of the
Company, Rule 16b-3 so long as it is applicable, and Section 162(m) so long as
it is applicable.

3.       SHARES AVAILABLE.

         Subject to the adjustments provided in Section 10, the maximum
aggregate number of shares of Common Stock, $.01 par value, of the Company
("COMMON STOCK") in respect of which Options may be granted for all purposes
under the Plan shall be 15,000 shares. If, for any reason, any shares as to
which Options have been granted cease to be subject to purchase thereunder,
including the expiration of such Option, the termination of such Option prior
to exercise, or the forfeiture of such Option, such shares shall thereafter be
available for grants under the Plan. Options granted under the Plan may be
fulfilled in accordance with the terms of the Plan with (i) authorized and
unissued shares of the Common Stock, (ii) issued shares of such Common Stock
held in the Company's treasury, or (iii) issued shares of Common Stock
reacquired by the Company in each situation as the Board of Directors or the
Committee may determine from time to time.

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4.       ELIGIBILITY AND BASES OF PARTICIPATION.

         Grants of Incentive Options (as hereinafter defined) and
Non-Qualified Options (as hereinafter defined) may be made under the Plan,
subject to and in accordance with Section 6, to Key Employees. As used herein,
the term "KEY EMPLOYEE" shall mean any employee of the Company or any Related
Entity, including officers and directors of the Company or any Related Entity
who are also employees of the Company or any Related Entity, who is regularly
employed on a salaried basis and who is so employed on the date of such grant,
whom the Committee identifies as having a direct and significant effect on the
performance of the Company or any Related Entity.

         Grants of Non-Qualified Options may be made, subject to and in
accordance with Section 7, to any Eligible Non-Employee. As used herein, the
term "ELIGIBLE NON-EMPLOYEE" shall mean any director of the Company who is not
regularly employed on a salaried basis with the Company and any other person
or entity of any nature whatsoever, specifically including an individual, a
firm, a company, a corporation, a partnership, a trust, or other entity
(collectively, a "PERSON"), that the Committee designates as eligible for a
grant of Options pursuant to this Plan because such Person performs bona fide
consulting, advisory, or other services for the Company or any Related Entity
(other than services in connection with the offer or sale of securities in a
capital-raising transaction) and the Board of Directors or the Committee
determines that the Person has a direct and significant effect on the
financial development of the Company or any Related Entity.

         The adoption of this Plan shall not be deemed to give any Person a
right to be granted any Options.

         Notwithstanding any other provision of this Plan to the contrary,
with respect to the grant of any Options to any Key Employee or Eligible
Non-Employee, the Committee shall first determine the number of shares in
respect of which Options are to be granted to such Key Employee or Eligible
Non-Employee and shall then cause to be granted to such Key Employee or
Eligible Non-Employee an Option exercisable for such shares. The exercise
price per share of Common Stock under each Option shall be fixed by the
Committee at the time of grant of the Option and shall equal at least 100% of
the Fair Market Value of a share of Common Stock on the date of grant.

5.       AUTHORITY OF COMMITTEE.

         Subject to the express provisions of the Plan and any applicable law
with which the Company intends the Plan to comply, the Committee shall have
the authority, in its sole and absolute discretion, (a) to adopt, amend, and
rescind administrative and interpretive rules and regulations relating to the
Plan, including without limitation to adopt and observe such procedures
concerning the counting of Options against the Plan and individual maximums as
it may deem appropriate from time to time; (b) to determine the Key Employees
or Eligible Non-Employees to whom, and the time or times at which, Options
shall be granted; (c) to determine the number of shares of Common Stock, that
shall be the subject of each Option; (d) to determine the terms and provisions
of each award

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evidencing Options granted hereunder (which need not be identical), including
provisions defining or otherwise relating to (i) the term and the period or
periods and extent of exerciseability of the Options, (ii) the extent to which
the transferability of shares of Common Stock issued or transferred pursuant
to any Option is restricted, (iii) the effect of termination of employment on
the Option, (iv) the effect of approved leaves of absence (consistent with any
applicable regulations of the Internal Revenue Service) and (v) the
establishment of procedures for an optionee (A) to have withheld from the
total number of shares of Common Stock to be acquired upon the exercise of an
Option that number of shares having a Fair Market Value which, together with
such cash as shall be paid in respect of fractional shares, shall equal the
aggregate exercise price under such Option for the number of shares then being
acquired (including the shares to be so withheld), and (B) to exercise a
portion of an Option by delivering that number of shares of Common Stock
already owned by such optionee having an aggregate Fair Market Value which
shall equal the partial Option exercise price and to deliver the shares thus
acquired by such optionee in payment of shares to be received pursuant to the
exercise of additional portions of such Option, the effect of which shall be
that such optionee can in sequence utilize such newly acquired shares in
payment of the exercise price of the entire Option, together with such cash as
shall be paid in respect of fractional shares; provided, however, that (A) in
the case of Incentive Options, no shares shall be used to pay the exercise
price under this paragraph unless (1) such shares were not acquired through
the exercise of Incentive Options or (2) if so acquired, (x) such shares have
been held for more than two years since the grant of such Incentive Options
and for more than one year since the exercise of such Incentive Options (the
"Holding Period"), or (y) if such shares have not been held for the Holding
Period, the optionee elects in writing to use such shares to pay the exercise
price under this paragraph, and (B) no such procedure shall be available if
there is an opinion of the Company's independent accounting firm that the use
of such a procedure could negatively affect the financial statements of the
Company or a Related Entity; (e) to accelerate, pursuant to Section 8 or
otherwise, the time of exerciseability of any Option that has been granted;
(f) to construe the respective awards evidencing Options pursuant to the Plan;
(g) to make determinations of the Fair Market Value of the Common Stock
pursuant to the Plan; (h) to delegate its duties under the Plan to such agents
as it may appoint from time to time, subject to the second sentence of Section
2(a); and (i) to make all other determinations, perform all other acts, and
exercise all other powers and authority necessary or advisable for
administering the Plan, including the delegation of those ministerial acts and
responsibilities as the Committee deems appropriate. The Committee may correct
any defect, supply any omission or reconcile any inconsistency in the Plan, in
any Option, or in any awards evidencing Options granted hereunder in the
manner and to the extent it deems necessary or desirable to carry the Plan
into effect, and the Committee shall be the sole and final judge of that
necessity or desirability. The determinations of the Committee on the matters
referred to in this Section 5 shall be final and conclusive. The Committee
shall not have the power to appoint members of the Committee or to terminate,
modify, or amend the Plan. Those powers are vested in the Board of Directors.

         From time to time, the Board of Directors and appropriate officers of
the Company shall be and are authorized to take whatever actions are necessary
to file required documents with

                                    -4-

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governmental authorities, stock exchanges, and other appropriate Persons to
make shares of Common Stock available for issuance pursuant to awards
evidencing Options granted hereunder.

6.       STOCK OPTIONS FOR KEY EMPLOYEES.

         Subject to the express provisions of this Plan, the Committee shall
have the authority to grant incentive stock options pursuant to Section 422 of
the Code ("INCENTIVE OPTIONS"), to grant non-qualified stock options (options
which do not qualify under Section 422 of the Code) ("NON-QUALIFIED OPTIONS"),
and to grant both types of Options to Key Employees. No Incentive Option shall
be granted pursuant to this Plan after the earlier of ten years from the date
of adoption of the Plan or ten years from the date of approval of the Plan by
the stockholders of the Company. Notwithstanding anything in this Plan to the
contrary, Incentive Options may be granted only to Key Employees. The terms
and conditions of the Options granted under this Section 6 shall be determined
from time to time by the Committee; PROVIDED, HOWEVER, that the Options
granted under this Section 6 shall be subject to all terms and provisions of
the Plan (other than Section 7), including the following:

         (a) OPTION EXERCISE PRICE. Subject to Section 4, the Committee shall
establish the Option exercise price at the time any Option is granted at such
amount as the Committee shall determine; PROVIDED, that such price shall not
be less than the Fair Market Value per share of Common Stock at the date the
Option is granted; and PROVIDED, FURTHER, that in the case of an Incentive
Option granted to a person who, at the time such Incentive Option is granted,
owns shares of the Company or any Related Entity which possess more than 10%
of the total combined voting power of all classes of shares of the Company or
of any Related Entity, the option exercise price shall not be less than 110%
of the Fair Market Value per share of Common Stock at the date the Option is
granted. The Option exercise price shall be subject to adjustment in
accordance with the provisions of Section 10 of the Plan.

         (b) PAYMENT. The price per share of Common Stock with respect to each
Option exercise shall be payable at the time of such exercise. Such price
shall be payable in cash or by any other means acceptable to the Committee,
including delivery to the Company of shares of Common Stock owned by the
optionee or by the delivery or withholding of shares pursuant to a procedure
created pursuant to Section 5(d) of the Plan. Shares delivered to or withheld
by the Company in payment of the Option exercise price shall be valued at the
Fair Market Value of the Common Stock on the day preceding the date of the
exercise of the Option.

         (c) CONTINUATION OF EMPLOYMENT. Each Incentive Option shall require
the optionee to remain in the continuous employ of the Company or any Related
Entity from the date of grant of the Incentive Option until no more than three
months prior to the date of exercise of the Incentive Option.

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         (d) EXERCISEABILITY OF STOCK OPTION. Subject to Section 8, each
Option shall be exercisable in one or more installments as the Committee may
determine at the time of the grant. No Incentive Option by its terms shall be
exercisable after the expiration of ten years from the date of grant of such
Option; PROVIDED, HOWEVER, that no Incentive Option granted to a person who,
at the time such Option is granted, owns stock of the Company, or any Related
Entity, possessing more than 10% of the total combined voting power of all
classes of stock of the Company, or any Related Entity, shall be exercisable
after the expiration of five years from the date such Option is granted.

         (e) DEATH. If any optionee's employment with the Company or a Related
Entity terminates due to the death of such optionee, the estate of such
optionee, or a Person who acquired the right to exercise such Option by
bequest or inheritance or by reason of the death of the optionee, shall have
the right to exercise such Option in accordance with its terms at any time and
from time to time within 180 days after the date of death unless a shorter or
longer period is expressly provided in such Option (but in no event prior to
the 90th day after the death of such optionee) or established by the Committee
pursuant to Section 8 (but in no event after the expiration date of such
Option).

         (f) DISABILITY. If the employment of any optionee terminates because
of his Disability (as defined in Section 18), such optionee or his legal
representative shall have the right to exercise the Option in accordance with
its terms at any time and from time to time within 180 days after the date of
such termination unless a shorter or longer period is expressly provided in
such Option (but in no event prior to the 90th day after the date of such
termination of employment) or established by the Committee pursuant to Section
8 (but not after the expiration date of the Option); PROVIDED, HOWEVER, that
in the case of an Incentive Option, the optionee or his legal representative
shall in any event be required to exercise the Incentive Option within one
year after termination of the optionee's employment due to his Disability.

         (g) TERMINATION FOR GOOD CAUSE. Unless an optionee's Option expressly
provides otherwise or the Committee determines otherwise, such optionee shall
immediately forfeit all rights under his Option, except as to the shares of
stock already purchased thereunder, if the employment of such optionee with
the Company or a Related Entity is terminated by the Company or any Related
Entity for Good Cause (as defined in Section 18 below). The determination that
there exists Good Cause for termination shall be made by the Committee (unless
otherwise agreed to in writing by the Company and the optionee) and any
decision in respect thereof by the Committee shall be final and binding on all
parties in interest.

         (h) OTHER TERMINATION OF EMPLOYMENT. If the employment of an optionee
with the Company or a Related Entity terminates for any reason other than
those specified in subsections 6(e), (f) or (g) above, such optionee shall
have the right to exercise his Option in accordance with its terms, within 90
days after the date of such termination, unless a shorter or longer period is
expressly provided in such Option or established by the Committee pursuant to
Section 8 (but not after the expiration date of the Option); PROVIDED, that no
Incentive Option shall be exercisable more than three months after such
termination.

                                    -6-

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         (i) MAXIMUM EXERCISE. The aggregate Fair Market Value of stock
(determined at the time of the grant of the Option) with respect to which
Incentive Options are exercisable for the first time by an optionee during any
calendar year under all plans of the Company and any Related Entity shall not
exceed $100,000.

7.       STOCK OPTION GRANTS TO ELIGIBLE NON-EMPLOYEES.

         (a) Subject to the express provisions of this Plan, the Committee
shall have the authority to grant Non-Qualified Options to Eligible
Non-Employees. The terms and conditions of the Options granted under this
Section 7 shall be determined from time to time by the Committee; PROVIDED,
HOWEVER, that the Options granted under this Section 7 shall be subject to all
terms and provisions of the Plan (other than Section 6), including the
following:

                  (i)      OPTION EXERCISE PRICE. Subject to Section 4, the
                           Committee shall establish the Option exercise price
                           at the time any Non-Qualified Option is granted at
                           such amount as the Committee shall determine. The
                           Option exercise price shall be subject to adjustment
                           in accordance with the provisions of Section 10 of
                           the Plan.

                  (ii)     PAYMENT. The price per share of Common Stock with
                           respect to each Option exercise shall be payable at
                           the time of such exercise. Such price shall be
                           payable in cash or by any other means acceptable to
                           the Committee, including delivery to the Company of
                           shares of Common Stock owned by the optionee or by
                           the delivery or withholding of shares pursuant to a
                           procedure created pursuant to Section 5(d) of the
                           Plan. Shares delivered to or withheld by the Company
                           in payment of the Option exercise price shall be
                           valued at the Fair Market Value of the Common Stock
                           on the day preceding the date of the exercise of the
                           Option.

                  (iii)    EXERCISEABILITY OF STOCK OPTION. Subject to Section
                           8, each Option shall be exercisable in one or more
                           installments as the Committee may determine at the
                           time of the grant. No Option shall be exercisable
                           after the expiration of ten years from the date of
                           grant of the Option, unless otherwise expressly
                           provided in such Option.

                  (iv)     DEATH. If the retention by the Company or any
                           Related Entity of the services of any Eligible
                           Non-Employee terminates because of his death, the
                           estate of such optionee, or a Person who acquired
                           the right to exercise such Option by bequest or
                           inheritance or by reason of the death of the
                           optionee, shall have the right to exercise such
                           Option in accordance with its terms, at any time
                           and from time to time within 180 days after the
                           date of death unless a shorter or


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                           longer period is expressly provided in such Option
                           (but in no event prior to the 90th day after the
                           death of such optionee) or established by the
                           Committee pursuant to Section 8 (but in no event
                           after the expiration date of such Option).

                  (v)      DISABILITY. If the retention by the Company or any
                           Related Entity of the services of any Eligible
                           Non-Employee terminates because of his Disability,
                           such optionee or his legal representative shall have
                           the right to exercise the Option in accordance with
                           its terms at any time and from time to time within
                           180 days after the date of the optionee's
                           termination unless a shorter or longer period is
                           expressly provided in such Option (but in no event
                           prior to the 90th day after the date of such
                           termination of employment) or established by the
                           Committee pursuant to Section 8 (but not after the
                           expiration of the Option).

                  (vi)     TERMINATION FOR GOOD CAUSE. If the retention by the
                           Company or any Related Entity of the services of any
                           Eligible Non-Employee is terminated (i) for Good
                           Cause or (ii) as a result of removal of the optionee
                           from office as a director of the Company or of any
                           Related Entity for cause by action of the
                           stockholders of the Company or such Related Entity
                           in accordance with the by-laws of the Company or
                           such Related Entity, as applicable, and the
                           corporate law of the jurisdiction of incorporation
                           of the Company or such Related Entity, then such
                           optionee shall immediately forfeit his rights under
                           his Option except as to the shares of stock already
                           purchased. The determination that there exists Good
                           Cause for termination shall be made by the
                           Committee (unless otherwise agreed to in writing by
                           the Company and the optionee) and any decision in
                           respect thereof by the Committee shall be final and
                           binding on all parties in interest.

                  (vii)    OTHER TERMINATION OF RELATIONSHIP. If the retention
                           by the Company or any Related Entity of the services
                           of any Eligible Non-Employee terminates for any
                           reason other than those specified in subsections
                           7(a)(iv), (a)(v) or (a)(vi) above, such optionee
                           shall have the right to exercise his or its Option
                           in accordance with its terms within 30 days after
                           the date of such termination, unless a shorter or
                           longer period is expressly provided in such Option
                           or established by the Committee pursuant to Section
                           8 (but not after the expiration date of the Option).

         (b) An Eligible Non-Employee that is a non-employee director of the
Company may elect to receive Options in lieu of all or a portion of such
director's annual cash retainer fee for services as a director of the Company.
Notwithstanding subsection 7(a)(ii), the following shall apply if a
non-employee director elects to receive all or a portion of his/her annual
cash retainer in Options:

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                  (i)      METHOD OF ELECTION. Except as otherwise specified by
                           the Committee, a non-employee director's election
                           shall be made in accordance with the following
                           provisions. Unless the Committee provides otherwise,
                           the election may be made only by written notice
                           delivered to the Committee prior to the first day of
                           the calendar year in which the cash payment would
                           otherwise be made. The election shall specify the
                           amount of the annual cash retainer that is to be
                           paid in the form of Options and shall be
                           irrevocable except for payments otherwise payable
                           in the next calendar year after the date of a
                           written notice of revocation.

                  (ii)     TERMS OF OPTIONS. The date of grant of an Option
                           granted pursuant to this Section 7(b) shall be the
                           date on which the portion of the annual cash
                           retainer fee that the non-employee director has
                           elected not to receive would otherwise have been
                           paid. The number of shares subject to that Option
                           shall be determined by dividing the foregone amount
                           of the annual cash retainer fee otherwise due and
                           payable on the date of grant by the value of an
                           Option for one share of Common Stock on the date of
                           grant having the terms set forth herein, which
                           value shall be calculated pursuant to the
                           Black-Scholes Model. The exercise price with
                           respect to a share of Common Stock subject to that
                           Option shall be the Fair Market Value of a share of
                           Common Stock on the Option's date of grant.

8.       CHANGE OF CONTROL.

         Except as otherwise expressly provided in a particular Option, if (i)
a Change of Control shall occur or (ii) the Company shall enter into an
agreement providing for a Change of Control, then the Committee may declare
any or all Options outstanding under the Plan to be exercisable in full at
such time or times as the Committee shall determine and the Company may
purchase any or all of such Options for an amount of cash equal to the amount
that could have been attained upon the exercise of such Options or the
realization of the optionee's rights had such Option been currently
exercisable. Each Option accelerated by the Committee pursuant to the
preceding sentence shall terminate, notwithstanding any express provision
thereof or any other provision of the Plan, on such date (not later than the
stated exercise date) as the Committee shall determine.

9.       PURCHASE OPTION.

         (a) Except as otherwise expressly provided in any particular Option,
if (i) any optionee's employment (or, in the case of any Option granted under
Section 7, the optionee's relationship) with the Company or a Related Entity
terminates for any reason at any time or (ii) a Change of Control occurs, the
Company (and/or its designees) shall have the option (the "PURCHASE OPTION")
to purchase, and if the option is exercised, the optionee (or the optionee's
executor or the administrator

                                    -9-

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of the optionee's estate, in the event of the optionee's death, or the
optionee's legal representative in the event of the optionee's incapacity)
(hereinafter, collectively with such optionee, the "GRANTOR") shall sell to
the Company and/or its assignee(s), all or any portion (at the Company's
option) of the shares of Common Stock acquired by exercise of an Option and/or
Options held by the Grantor (such shares of Common Stock and Options
collectively being referred to as the "PURCHASABLE SHARES").

         (b) The Company shall give notice in writing to the Grantor of the
exercise of the Purchase Option within one year from the date of the
termination of the optionee's employment or engagement or such Change of
Control. Such notice shall state the number of Purchasable Shares to be
purchased and the determination of the Board of Directors of the Fair Market
Value per share of such Purchasable Shares. If no notice is given within the
time limit specified above, the Purchase Option shall terminate.

         (c) The purchase price to be paid for the Purchasable Shares
purchased pursuant to the Purchase Option shall be, in the case of any Common
Stock, the Fair Market Value per share as of the date of the notice of
exercise of the Purchase Option times the number of shares being purchased,
and in the case of any Option, the Fair Market Value per share times the
number of vested shares subject to such Option which are being purchased, less
the applicable per share Option exercise price. The purchase price shall be
paid in cash. The closing of such purchase shall take place at the Company's
principal executive offices within ten days after the purchase price has been
determined. At such closing, the Grantor shall deliver to the purchasers the
certificates or instruments evidencing the Purchasable Shares being purchased,
duly endorsed (or accompanied by duly executed stock powers) and otherwise in
good form for delivery, against payment of the purchase price by check of the
purchasers. In the event that, notwithstanding the foregoing, the Grantor
shall have failed to obtain the release of any pledge or other encumbrance on
any Purchasable Shares by the scheduled closing date, at the option of the
purchasers, the closing shall nevertheless occur on such scheduled closing
date, with the cash purchase price being reduced to the extent of all unpaid
indebtedness for which such Purchasable Shares are then pledged or encumbered.

         (d) To assure the enforceability of the Company's rights under this
Section 9, each certificate or instrument representing Common Stock or an
Option held by him or it shall bear a conspicuous legend in substantially the
following form:

                  THE SHARES [REPRESENTED BY THIS CERTIFICATE] [ISSUABLE
                  PURSUANT TO THIS AGREEMENT] ARE SUBJECT TO AN OPTION TO
                  REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY'S
                  1999 STOCK OPTION PLAN AND A STOCK OPTION AGREEMENT ENTERED
                  INTO PURSUANT THERETO. A COPY OF SUCH OPTION PLAN AND OPTION
                  AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY
                  AT ITS PRINCIPAL EXECUTIVE OFFICES.

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<PAGE>

         The Company's rights under this Section 9 shall terminate upon the
consummation of a Qualifying Public Offering.

10.      ADJUSTMENT OF SHARES.

         Except as otherwise contemplated in Section 8, and unless otherwise
expressly provided in a particular Option, in the event that, by reason of any
merger, consolidation, combination, liquidation, reorganization,
recapitalization, stock dividend, stock split, split-up, split-off, spin-off,
combination of shares, exchange of shares or other like change in capital
structure of the Company (collectively, a "REORGANIZATION"), the Common Stock
is substituted, combined, or changed into any cash, property, or other
securities, or the shares of Common Stock are changed into a greater or lesser
number of shares of Common Stock, the number and/or kind of shares and/or
interests subject to an Option and the per share price or value thereof shall
be appropriately adjusted by the Committee to give appropriate effect to such
Reorganization. Any fractional shares or interests resulting from such
adjustment shall be eliminated. Notwithstanding the foregoing, (i) each such
adjustment with respect to an Incentive Option shall comply with the rules of
Section 424(a) of the Code, and (ii) in no event shall any adjustment be made
which would render any Incentive Option granted hereunder other than an
"incentive stock option" for purposes of Section 422 of the Code. The maximum
aggregate number of shares of Common Stock in respect of which Options may be
granted under this Plan as provided for in Section 3 shall be subject to
adjustment as contemplated above.

         Except as otherwise contemplated in Section 8, and unless otherwise
expressly provided in a particular Option, in the event that the Company is
not the surviving entity of a Reorganization and, following such
Reorganization and, in connection with such Reorganization, any optionee will
hold Options issued pursuant to this Plan which have not been exercised,
canceled, or terminated in connection therewith, the Company shall cause such
Options to be assumed (or canceled and replacement Options issued) by the
surviving entity or a Related Entity with such changes in the number and/or
kind of shares and/or interests subject to an Option and the per share price
or the value thereof as the Committee determines is necessary to give
appropriate effect to such Reorganization. In the event of any perceived
conflict between the provisions of Section 8 and this Section 10, the
Committee's determination under Section 8 shall control.

11.      ASSIGNMENT OR TRANSFER.

         (a)      TRANSFER OF INCENTIVE  OPTIONS.  Incentive  Options are not
transferrable by an optionee other than by will or the laws of descent and
distribution.

         (b)      TRANSFER OF NON-QUALIFIED OPTIONS.

                  (i)      PERMITTED TRANSFEREES. The Committee may, in its
                           discretion, permit an optionee to transfer all or
                           any portion of a Non-Qualified Option, or authorize

                                   -11-

<PAGE>

                           all or a portion of any Non-Qualified Option to be
                           granted to an optionee to be on terms which permit
                           transfer by such optionee, to (A) the spouse,
                           former spouse, children, stepchildren,
                           grandchildren, parents, stepparents, grandparents,
                           siblings, nieces, nephews, mother-in-law,
                           father-in-law, sons-in-law, daughters-in-law,
                           brothers-in-law, or sisters-in-law of the optionee,
                           including adoptive relationships, or any other
                           person sharing the optionee's household (other than
                           a tenant or employee) (collectively, "IMMEDIATE
                           FAMILY MEMBERS"), (B) a trust or trusts in which
                           such Immediate Family Members have more than fifty
                           percent of the beneficial interest, (C) a
                           foundation in which such Immediate Family Members
                           (or the optionee) control the management of assets,
                           or (D) any other entity in which such Immediate
                           Family Members (or the optionee) own more than
                           fifty percent of the voting interests
                           (collectively, "PERMITTED TRANSFEREES"); provided
                           that (x) there may be no consideration for any such
                           transfer, (y) subsequent transfers of Non-Qualified
                           Options transferred as provided above shall be
                           prohibited except subsequent transfers back to the
                           option grantee and transfers to other Permitted
                           Transferees of the option grantee.

                  (ii)     DOMESTIC RELATIONS ORDERS. In the Committee's sole
                           discretion Non-Qualified Options may be transferred
                           pursuant to domestic relations orders entered or
                           approved by a court of competent jurisdiction upon
                           delivery to the Company of written notice of such
                           transfer and a certified copy of such order.

                  (iii)    OTHER TRANSFERS AND EXERCISE RIGHTS. Except as
                           expressly permitted by Sections 11(b)(i) and
                           11(b)(ii), Non-Qualified Options requiring exercise
                           shall not be transferable other than by will or the
                           laws of descent and distribution. In the event that
                           a legal representative has been appointed in
                           connection with the Disability of an optionee, the
                           optionee's options may be exercised by the legal
                           representative.

                  (iv)     EFFECT OF TRANSFER. Following the transfer of any
                           Non-Qualified Option as contemplated by Sections
                           11(b)(i), 11(b)(ii) and 11(b)(iii), (A) such
                           Non-Qualified Option shall continue to be subject to
                           the same terms and conditions as were applicable
                           immediately prior to transfer, provided that the
                           term "optionee" shall be deemed to refer to the
                           Permitted Transferee, the recipient under a
                           domestic relations order, or the estate or heirs of
                           a deceased optionee, as applicable, to the extent
                           appropriate to enable the optionee to exercise the
                           transferred Non-Qualified Option in accordance with
                           the terms of this Plan and applicable law, (B) the
                           provisions of Sections 7(e) through (h) hereof
                           shall continue to be applied with respect to the
                           original optionee and, following the occurrence of
                           any such events described therein the Non-Qualified
                           Options shall be exercisable by the Permitted
                           Transferee, the


                                   -12-

<PAGE>

                           recipient under a domestic relations order, or the
                           estate or heirs of a deceased Holder, as
                           applicable, only to the extent and for the periods
                           specified in Sections 7(e) through (h), and (C) in
                           the discretion of the Committee, all voting control
                           in the Common Stock transferred pursuant to the
                           exercise of Non-Qualified Options shall be retained
                           in the option grantee.

         (c) PROCEDURES AND RESTRICTIONS. Any optionee desiring to transfer an
Option as permitted under Section 11(a) or 11(b) shall make application
therefor in the manner and time specified by the Committee and shall comply
with such other requirements as the Committee may require to assure compliance
with all applicable securities laws. The Committee shall not give permission
for such a transfer if (i) it would give rise to short-swing liability under
Section 16(b) of the Exchange Act, or (ii) it may not be made in compliance
with all applicable federal, state and foreign securities laws.

         (d) At least ninety (90) days prior to selling, pledging,
hypothecating, transferring or otherwise disposing ("TRANSFER") of any
interest in Common Stock issued upon exercise of an Option, the optionee,
provided that, for purposes of this Section 11(d), the term "optionee" shall
be deemed to refer to the Permitted Transferee, the recipient under a
qualified domestic relations order, or the estate or heirs of a deceased
optionee, as applicable proposing such Transfer shall deliver a written notice
(the "SALE NOTICE") to the Company. The Sale Notice will disclose in
reasonable detail the identity of the prospective transferee(s) and the terms
and conditions of the proposed transfer. Such optionee, shall not consummate
any such Transfer until ninety (90) days after the Sale Notice has been
delivered to the Company, unless the Company has notified such optionee in
writing that it will not exercise its rights under this Section 11(d) (the
date of the first to occur of such events is referred to herein as the
"AUTHORIZATION DATE"). The Company or its designee may elect to purchase all
(but not less than all) of the shares of Common Stock to be Transferred upon
the same terms and conditions as those set forth in the Sale Notice ("RIGHT OF
FIRST REFUSAL") by delivering a written notice of such election to such
optionee, within thirty (30) days after the receipt of the Sale Notice by the
Company (the "ELECTION NOTICE"). If the Company has not elected to purchase
all of the shares of Common Stock specified in the Sale Notice, such optionee,
may Transfer the shares of Common Stock to the prospective transferee(s) as
specified in the Sale Notice, at a price and on terms no more favorable to the
transferee(s) thereof than specified in the Sale Notice, during the 90-day
period immediately following the Authorization Date. Any shares of Common
Stock not so transferred within such 90-day period must be reoffered to the
Company in accordance with the provisions of this Section 11(d). The Right of
First Refusal will not apply with respect to Transfers of such shares of
Common Stock by will or pursuant to applicable laws of descent and
distribution or among the option grantee's family group; provided that the
restrictions contained in this Section 11(d) will continue to be applicable to
the shares of Common Stock after any such Transfer and provided further that
the transferees of such shares of Common Stock have agreed in writing to be
bound by the terms and provisions of this Plan and the applicable Option
Agreement as each may be amended from time to time. In addition, upon any
transfer to a member of the option grantee's family group, the grantee shall
be required to give notice to the Company and as a condition to such Transfer
to a member of the grantee's family group, the grantee will maintain all
voting control over

                                   -13-

<PAGE>

all of the shares of Common Stock. The grantee's "family group" means the
grantee's spouse and lineal descendants (whether natural or adopted) and any
trust solely for the benefit of the grantee and/or the grantee's spouse and/or
lineal descendants. In addition, with the prior approval of the Committee,
notwithstanding the provisions of this Section 11(d), an optionee may pledge
such shares of Common Stock creating a security interest therein; provided,
that the pledgee agrees in writing to be bound, and that such shares of Common
Stock remain bound, by the terms and provisions of this Plan and the
applicable Option Agreement, as each may be amended from time to time.

         To assure the enforceability of the Company's rights under this
Section 11(d), each certificate or instrument representing Common Stock or an
Option held by him or it shall bear a conspicuous legend in substantially the
following form:

                  THE SHARES [REPRESENTED BY THIS CERTIFICATE] [ISSUABLE
                  PURSUANT TO THIS AGREEMENT] ARE SUBJECT TO A RIGHT OF FIRST
                  REFUSAL PROVIDED UNDER THE COMPANY'S 1999 STOCK OPTION PLAN
                  AND A STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO. A
                  COPY OF SUCH OPTION PLAN AND OPTION AGREEMENT ARE AVAILABLE
                  UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL
                  EXECUTIVE OFFICES.

         (e) The rights and obligations pursuant to Section 11(d) hereof will
terminated upon the consummation of a Qualifying Public Offering.

12.      COMPLIANCE WITH SECURITIES LAWS.

         The Company shall not in any event be obligated to file any
registration statement under the Securities Act or any applicable state
securities law to permit exercise of any option or to issue any Common Stock
in violation of the Securities Act or any applicable state securities law.
Each optionee (or, in the event of his death or, in the event a legal
representative has been appointed in connection with his Disability, the
Person exercising the Option) shall, as a condition to his right to exercise
any Option, deliver to the Company an agreement or certificate containing such
representations, warranties and covenants as the Company may deem necessary or
appropriate to ensure that the issuance of shares of Common Stock pursuant to
such exercise is not required to be registered under the Securities Act or any
applicable state securities law.

         Certificates for shares of Common Stock, when issued, may have
substantially the following legend, or statements of other applicable
restrictions, endorsed thereon, and may not be immediately transferable:

                  THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT
                  BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY

                                   -14-

<PAGE>

                  STATE SECURITIES LAWS. THE SHARES MAY NOT BE OFFERED FOR
                  SALE, SOLD, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF
                  UNTIL THE HOLDER HEREOF PROVIDES EVIDENCE SATISFACTORY TO
                  THE ISSUER (WHICH, IN THE DISCRETION OF THE ISSUER, MAY
                  INCLUDE AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER)
                  THAT SUCH OFFER, SALE, PLEDGE, TRANSFER OR OTHER DISPOSITION
                  WILL NOT VIOLATE APPLICABLE FEDERAL OR STATE LAWS.

         This legend shall not be required for shares of Common Stock issued
pursuant to an effective registration statement under the Securities Act and
in accordance with applicable state securities laws.

13.      WITHHOLDING TAXES.

         By acceptance of the Option, the optionee will be deemed to (i) agree
to reimburse the Company or Related Entity by which the optionee is employed
for any federal, state, or local taxes required by any government to be
withheld or otherwise deducted by such corporation in respect of the
optionee's exercise of all or a portion of the Option; (ii) authorize the
Company or any Related Entity by which the optionee is employed to withhold
from any cash compensation paid to the optionee or in the optionee's behalf,
an amount sufficient to discharge any federal, state, and local taxes imposed
on the Company, or the Related Entity by which the optionee is employed, and
which otherwise has not been reimbursed by the optionee, in respect of the
optionee's exercise of all or a portion of the Option; and (iii) agree that
the Company may, in its discretion, hold the stock certificate to which the
optionee is entitled upon exercise of the Option as security for the payment
of the aforementioned withholding tax liability, until cash sufficient to pay
that liability has been accumulated, and may, in its discretion, effect such
withholding by retaining shares issuable upon the exercise of the Option
having a Fair Market Value on the date of exercise which is equal to the
amount to be withheld.

14.      COSTS AND EXPENSES.

         The costs and expenses of administering the Plan shall be borne by
the Company and shall not be charged against any Option nor to any employee
receiving an Option.

15.      FUNDING OF PLAN.

         The Plan shall be unfunded. The Company shall not be required to make
any segregation of assets to assure the payment of any Option under the Plan.

16.      OTHER INCENTIVE PLANS.

                                   -15-

<PAGE>

         The adoption of the Plan does not preclude the adoption by
appropriate means of any other incentive plan for employees.

17.      EFFECT ON EMPLOYMENT.

         Nothing contained in the Plan or any agreement related hereto or
referred to herein shall affect, or be construed as affecting, the terms of
employment of any Key Employee except to the extent specifically provided
herein or therein. Nothing contained in the Plan or any agreement related
hereto or referred to herein shall impose, or be construed as imposing, an
obligation on (i) the Company or any Related Entity to continue the employment
of any Key Employee, and (ii) any Key Employee to remain in the employ of the
Company or any Related Entity.

18.      DEFINITIONS.

         In addition to the terms specifically defined elsewhere in the Plan,
as used in the Plan, the following terms shall have the respective meanings
indicated unless another definition is agreed to in writing by the Company and
the optionee in an option grant agreement with respect to such term or a
similar term:

         (a) "AFFILIATE" shall mean, as to any Person, a Person that directly,
or indirectly through one or more intermediaries, controls, or is controlled
by, or is under common control with, such Person.

         (b) "AUTHORIZATION DATE" shall have the meaning set forth in Section
11(b) hereof.

         (c) "BOARD OF DIRECTORS" shall have the meaning set forth in Section
2 hereof.

         (d) "CHANGE OF CONTROL" shall mean the first to occur of the
following events: (i) any sale, lease, exchange, or other transfer (in one
transaction or series of related transactions) of all or substantially all of
the assets of the Company to any Person or group of related Persons for
purposes of Section 13(d) of the Exchange Act, (ii) a majority of the Board of
Directors of the Company shall consist of Persons who are not Continuing
Directors; or (iii) the acquisition after the date of acceptance of this Plan
by any Person or Group of the power, directly or indirectly, to vote or direct
the voting of securities having more than 50% of the ordinary voting power for
the election of directors of the Company.

         (e) "CODE" shall have the meaning set forth in Section 1 hereof.

         (f) "COMMITTEE" shall have the meaning set forth in Section 2 hereof.

         (g) "COMMON STOCK" shall have the meaning set forth in Section 3
hereof.

                                   -16-

<PAGE>

         (h) "COMPANY" shall have the meaning set forth in Section 1 hereof.

         (i) "CONTINUING DIRECTOR" shall mean, as of the date of
determination, any Person who (i) was a member of the Board of Directors of
the Company on the date of adoption of this Plan or (ii) was nominated for
election or elected to the Board of Directors of the Company with the
affirmative vote of a majority of the Continuing Directors who were members of
such Board of Directors at the time of such nomination or election.

         (j) "DISABILITY" shall mean permanent disability as defined under
Section 22(e)(3) of the Code.

         (k) "ELECTION NOTICE" shall have the meaning set forth in Section
11(b) hereof.

         (l) "ELIGIBLE NON-EMPLOYEE" shall have the meaning set forth in
Section 4 hereof.

         (m) "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
amended.

         (n) "FAIR MARKET VALUE", shall, as it relates to the Common Stock,
mean, at the option of the Committee, the average of the high and low prices
or the closing price of such Common Stock as reported on the principal
national securities exchange on which the shares of Common Stock are then
listed or the NASDAQ National Market, as applicable, on the date specified
herein for such a determination, or if there were no sales on such date, on
the next succeeding day or immediately preceding day on which there were
sales, or if such Common Stock is not listed on a national securities exchange
or the NASDAQ National Market, the last reported bid price in the
over-the-counter market, or if such shares are not traded in the
over-the-counter market, the per share cash price for which all of the
outstanding Common Stock could be sold to a willing purchaser in an arms
length transaction (without regard to minority discount, absence of liquidity,
or transfer restrictions imposed by any applicable law or agreement) at the
date of the event giving rise to a need for a determination. Except as may be
otherwise expressly provided in a particular Option, Fair Market Value shall
be determined in good faith by the Committee.

         (o) "GOOD CAUSE", with respect to any Key Employee, shall mean
(unless another definition is agreed to in writing by the Company and the
optionee) termination by action of the Board of Directors because of: (A) the
optionee's conviction of, or plea of nolo contendere to, a felony or a crime
involving moral turpitude; (B) the optionee's personal dishonesty,
incompetence, willful misconduct, willful violation of any law, rule, or
regulation (other than minor traffic violations or similar offenses) or breach
of fiduciary duty which involves personal profit; (C) the optionee's
commission of material mismanagement in the conduct of his duties as assigned
to him by the Board of Directors or the optionee's supervising officer or
officers of the Company or any Related Entity; (D) the optionee's willful
failure to execute or comply with the policies of the Company or any Related
Entity or his stated duties as established by the Board of Directors or the
optionee's supervising officer or officers of the Company or any Related
Entity, or the optionee's

                                   -17-

<PAGE>

intentional failure to perform the optionee's stated duties; or (E) substance
abuse or addiction on the part of the optionee. "Good Cause", with respect to
any Eligible Non-Employee, shall mean (unless another definition is agreed to
in writing by the Company and the optionee) termination by action of the Board
of Directors because of: (A) the optionee's conviction of, or plea of nolo
contendere to, a felony or a crime involving moral turpitude; (B) the
optionee's personal dishonesty, incompetence, willful misconduct, willful
violation of any law, rule, or regulation (other than minor traffic violations
or similar offenses) or breach of fiduciary duty which involves personal
profit; (C) the optionee's commission of material mismanagement in providing
services to the Company or any Related Entity; (D) the optionee's willful
failure to comply with the policies of the Company in providing services to
the Company or any Related Entity, or the optionee's intentional failure to
perform the services for which the optionee has been engaged; (E) substance
abuse or addiction on the part of the optionee; or (F) the optionee's
willfully making any material misrepresentation or willfully omitting to
disclose any material fact to the board of directors of the Company or any
Related Entity with respect to the business of the Company or any Related
Entity.

         (p) "GRANTOR" shall have the meaning set forth in Section 9 hereof.

         (q) "HOLDING PERIOD" shall have the meaning set forth in Section 5
hereof.

         (r) "INCENTIVE OPTIONS" shall have the meaning set forth in Section 6
hereof.

         (s) The terms "include," "included" or "including" when used herein
shall mean "including, but not limited to".

         (t) "KEY EMPLOYEE" shall have the meaning set forth in Section 4
hereof.

         (u) "NON-QUALIFIED OPTIONS" shall have the meaning set forth in
Section 6 hereof.

         (v) "OPTIONS" shall have the meaning set forth in Section 1 hereof.

         (w) "PERSON" shall have the meaning set forth in Section 4 hereof.

         (x) "PLAN" shall have the meaning set forth in Section 1 hereof.

         (y) "PURCHASABLE SHARES" shall have the meaning set forth in Section
9 hereof.

         (z) "PURCHASE OPTION" shall have the meaning set forth in Section 9
hereof.

         (aa) "QUALIFYING PUBLIC OFFERING" shall mean a firm commitment
underwritten public offering of Common Stock for cash where the proceeds to
the Company (prior to deducting any underwriters' discounts and commissions)
exceed $10 million and the shares of Common Stock

                                   -18-

<PAGE>

registered under the Securities Act are listed on a national securities
exchange or the NASDAQ National Market System.

         (bb)     "RELATED ENTITIES" shall have the meaning set forth in
Section 1 hereof.

         (cc)     "REORGANIZATION" shall have the meaning set forth in Section
10 hereof.

         (dd)     "RIGHT OF FIRST REFUSAL" shall have the meaning set forth in
Section 11(b) hereof.

         (ee)     "RULE 16b-3" shall mean Rule 16b-3, as amended, or other
applicable rules under Section 16(b) of the Exchange Act.

         (ff)     "SALE NOTICE" shall have the meaning set forth in Section
11(b) hereof.

         (gg)     "Section 162(m)" means Section 162(m) of the Code and the
rules and regulations adopted from time to time thereunder, or any successor
law or rule as it may be amended from time to time.

         (hh)     "SECURITIES ACT" shall mean the Securities Act of 1933.

         (ii)     "SUBSIDIARY" shall mean, with respect to any Person, any
other Person of which such first Person owns or has the power to vote,
directly or indirectly, securities representing a majority of the votes
ordinarily entitled to be cast for the election of directors or other
governing Persons.

         (jj)     "TRANSFER" shall have the meaning set forth in Section 11(b)
hereof.

19       AMENDMENT OF PLAN.

         The Board of Directors shall have the right to amend, modify, suspend
or terminate the Plan at any time; provided, that no amendment shall be made
which shall increase the total number of shares of the Common Stock which may
be issued and sold pursuant to Options granted under the Plan unless such
amendment is made by or with the approval of the stockholders. The Board of
Directors shall have the right to amend the Plan and the Options outstanding
thereunder, without the consent or joinder of any optionee or other Person, in
such manner as may be determined necessary or appropriate by the Board of
Directors in order to cause the Plan and the Options outstanding thereunder
(i) to qualify as "incentive stock options" within the meaning of Section 422
of the Code, (ii) to comply with Rule 16b-3 (or any successor rule) under the
Exchange Act (or any successor law) and the regulations (including any
temporary regulations) promulgated thereunder, or (iii) to comply with Section
162(m) of the Code (or any successor section) and the regulations (including
any temporary regulations) promulgated thereunder. Except as provided above,
no amendment, modification, suspension or termination of the Plan shall alter
or impair any Options previously granted under the Plan, without the consent
of the holder thereof.

                                   -19-

<PAGE>

20.      EFFECTIVE DATE.

         The Plan shall become effective on the date on which it is approved
by the Board of Directors and the stockholders of the Company.


















                                   -20-