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                                                                     Exhibit 4.4

                                   VERIO INC.

                            1998 STOCK INCENTIVE PLAN

                          Adopted on February 18, 1998
                     Amended and Restated on March 19, 1998
                    Amended and Restated on February 17, 2000

    1. Purposes of the Plan. The purposes of this Stock Incentive Plan are to
attract and retain the best available personnel, to provide additional incentive
to Employees, Directors and Consultants and to promote the success of the
Company's business.

    2. Definitions. As used herein, the following definitions shall apply:

        (a) "Administrator" means the Board or any of the Committees appointed
    to administer the Plan.

        (b) "Affiliate" and "Associate" shall have the respective meanings
    ascribed to such terms in Rule 12b-2 promulgated under the Exchange Act.

        (c) "Applicable Laws" means the legal requirements relating to the
    administration of stock incentive plans, if any, under applicable provisions
    of federal securities laws, state corporate and securities laws, the Code,
    the rules of any applicable stock exchange or national market system, and
    the rules of any foreign jurisdiction applicable to Awards granted to
    residents therein.

        (d) "Award" means the grant of an Option.

        (e) "Award Agreement" means the written agreement evidencing the grant
    of an Award executed by the Company and the Grantee, including any
    amendments thereto.

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

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

        (h) "Committee" means any committee appointed by the Board to administer
    the Plan.

        (i) "Common Stock" means the common stock of the Company.

        (j) "Company" means Verio Inc., a Delaware corporation.

        (k) "Consultant" means any person who is engaged by the Company or any
    Related Entity to render consulting or advisory services as an independent
    contractor and is compensated for such services.

        (l) "Continuous Status as an Employee, Director or Consultant" means
    that the provision of services to the Company or a Related Entity in any
    capacity of Employee, Director or Consultant, is not interrupted or
    terminated. Continuous Status as an Employee, Director or Consultant shall
    not be considered interrupted in the case of (i) any approved leave of
    absence, (ii) transfers between locations of the Company or among the
    Company, any Related Entity, or any successor, in any capacity of Employee,



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    Director or Consultant, or (iii) any change in status as long as the
    individual remains in the service of the Company or a Related Entity in any
    capacity of Employee, Director or Consultant (except as otherwise provided
    in the Award Agreement). An approved leave of absence shall include sick
    leave, military leave, or any other authorized personal leave. For purposes
    of Incentive Stock Options, no such leave may exceed ninety (90) days,
    unless reemployment upon expiration of such leave is guaranteed by statute
    or contract.

        (m) "Conversion Date" shall mean the date on which shares of the
    Company's Series D Preferred Stock are automatically converted to Common
    Stock pursuant to the provisions of the Certificate of Designation
    Establishing Series D Preferred Stock of Verio Inc.

        (n) "Covered Employee" means an Employee who is a "covered employee"
    under Section 162(m)(3) of the Code.

        (o) "Director" means a member of the Board.

        (p) "Employee" means any person, including an Officer or Director, who
    is an employee of the Company or any Related Entity. The payment of a
    director's fee by the Company shall not be sufficient to constitute
    "employment" by the Company.

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

        (r) "Fair Market Value" means, as of any date, the value of Common Stock
    or other property determined as follows:

          (i) Where there exists a public market for the Common Stock, the Fair
       Market Value shall be (A) the closing price for a Share for the last
       market trading day prior to the time of the determination (or, if no
       closing price was reported on that date, on the last trading date on
       which a closing price was reported) on the stock exchange determined by
       the Administrator to be the primary market for the Common Stock or the
       Nasdaq National Market, whichever is applicable or (B) if the Common
       Stock is not traded on any such exchange or national market system, the
       average of the closing bid and asked prices of a Share on the Nasdaq
       Small Cap Market for the day prior to the time of the determination (or,
       if no such prices were reported on that date, on the last date on which
       such prices were reported), in each case, as reported in The Wall Street
       Journal or such other source as the Administrator deems reliable; or

          (ii) In the absence of an established market of the type described in
       (i), above, for the Common Stock, the Fair Market Value thereof shall be
       determined by the Administrator in good faith.

          (iii) In the case of property other than Common Stock, the Fair Market
       Value thereof shall be determined by the Administrator in good faith.

        (s) "Grantee" means an Employee, Director or Consultant who receives an
    Award under the Plan.

        (t) "Incentive Stock Option" means an Option intended to qualify as an
    incentive stock option within the meaning of Section 422 of the Code.

        (u) "Non-Qualified Stock Option" means an Option not intended to qualify
    as an Incentive Stock Option.



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        (v) "Officer" means a person who is an officer of the Company within the
    meaning of Section 16 of the Exchange Act and the rules and regulations
    promulgated thereunder.

        (w) "Option" means a stock option granted pursuant to the Plan.

        (x) "Parent" means a "parent corporation," whether now or hereafter
    existing, as defined in Section 424(e) of the Code.

        (y) "Performance-Based Compensation" means compensation qualifying as
    "performance-based compensation" under Section 162(m) of the Code.

        (z) "Plan" means this 1998 Stock Incentive Plan.

        (aa) "Prior Plans" means the Company's 1996 Stock Option Plan and the
    Company's 1997 California Stock Option Plan.

        (bb) "Related Entity" means any Parent, Subsidiary and any business,
    corporation, partnership, limited liability company or other entity in which
    the Company, a Parent or a Subsidiary holds a substantial ownership
    interest, directly or indirectly.

        (cc) "Rule 16b-3" means Rule 16b-3 promulgated under the Exchange Act or
    any successor thereto.

        (dd) "Series D-1 share" means a share of Series D-1 Convertible
    Preferred Stock of the Company.

        (ee) "Share" shall be deemed to refer to both a share of the Common
    Stock and a Series D-1 share, unless specifically indicated otherwise.

        (ff) "Subsidiary" means a "subsidiary corporation," whether now or
    hereafter existing, as defined in Section 424(f) of the Code.

    3. Stock Subject to the Plan.

    (a) Prior to the Conversion Date, subject to the provisions of Section 10,
below, the maximum aggregate number of Shares which may be issued pursuant to
all Awards is 165,000 Series D-1 shares and 1,749,300 shares of Common Stock
together with any Shares that are represented by Awards under the Company's 1996
Stock Option Plan which are forfeited, expire or are cancelled without delivery
of Shares or which result in the forfeiture of Shares back to the Company
following the date of adoption of this Plan. Notwithstanding the foregoing,
subject to the provisions of Section 10, below, the maximum aggregate number of
Shares available for grant of Incentive Stock Options prior to the Conversion
Date shall be 165,000 Series D-1 shares and 1,749,300 shares of Common Stock.
The Shares to be issued pursuant to Awards may be authorized, but unissued, or
reacquired Shares.

    (b) On and after the Conversion Date, subject to the provisions of Section
10, below, the maximum aggregate number of Shares which may be issued pursuant
to all Awards is 19,898,600 shares of Common Stock, increased by (i) any Shares
available for future awards under the Company's 1997 California Stock Option
Plan as of the Conversion Date and (ii) any Shares that are represented by
Awards under the Prior Plans which are forfeited, expire or are cancelled
without delivery of Shares or which result in the forfeiture of Shares back to
the Company on or after the Conversion Date. Notwithstanding the foregoing,
subject to the provisions of Section 10, below, the maximum aggregate number of
Shares available for the grant of Incentive Stock Options on and after the
Conversion Date shall be 19,898,600



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shares of Common Stock. The Shares to be issued pursuant to Awards may be
authorized, but unissued, or reacquired Shares.

    (c) Any Shares covered by an Award (or portion of an Award) which is
forfeited or cancelled, expires or is settled in cash, shall be deemed not to
have been issued for purposes of determining the maximum aggregate number of
Shares which may be issued under the Plan. Shares that actually have been issued
under the Plan pursuant to an Award shall not be returned to the Plan and shall
not become available for future issuance under the Plan, except that if unvested
Shares are forfeited, or repurchased by the Company at their original purchase
price, such Shares shall become available for future grant under the Plan.

    4. Administration of the Plan.

    (a) Plan Administrator.

        (i) Administration With Respect to Directors and Officers. With respect
    to grants of Awards to Directors or Employees who are also Officers or
    Directors of the Company, the Plan shall be administered by (A) the Board or
    (B) a Committee designated by the Board, which Committee shall be
    constituted in such a manner as to satisfy the Applicable Laws and to permit
    such grants and related transactions under the Plan to be exempt from
    Section 16(b) of the Exchange Act in accordance with Rule 16b-3. Once
    appointed, such Committee shall continue to serve in its designated capacity
    until otherwise directed by the Board.

        (ii) Administration With Respect to Consultants and Other Employees.
    With respect to grants of Awards to Employees or Consultants who are neither
    Directors nor Officers of the Company, the Plan shall be administered by (A)
    the Board or (B) a Committee designated by the Board, which Committee shall
    be constituted in such a manner as to satisfy the Applicable Laws. Once
    appointed, such Committee shall continue to serve in its designated capacity
    until otherwise directed by the Board. The Board may authorize one or more
    Officers to grant such Awards and may limit such authority as the Board
    determines from time to time.

        (iii) Administration With Respect to Covered Employees. Notwithstanding
    the foregoing, grants of Awards to any Covered Employee intended to qualify
    as Performance-Based Compensation shall be made only by a Committee (or
    subcommittee of a Committee) which is comprised solely of two or more
    Directors eligible to serve on a committee making Awards qualifying as
    Performance-Based Compensation. In the case of such Awards granted to
    Covered Employees, references to the "Administrator" or to a "Committee"
    shall be deemed to be references to such Committee or subcommittee.

        (iv) Administration Errors. In the event an Award is granted in a manner
    inconsistent with the provisions of this subsection (a), such Award shall be
    presumptively valid as of its grant date to the extent permitted by the
    Applicable Laws.

    (b) Powers of the Administrator. Subject to Applicable Laws and the
provisions of the Plan (including any other powers given to the Administrator
hereunder), and except as otherwise provided by the Board, the Administrator
shall have the authority, in its discretion:

        (i) to select the Employees, Directors and Consultants to whom Awards
    may be granted from time to time hereunder;



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        (ii) to determine whether and to what extent Awards are granted
    hereunder;

        (iii) to determine the number of Shares or the amount of other
    consideration to be covered by each Award granted hereunder;

        (iv) to approve forms of Award Agreement for use under the Plan;

        (v) to determine the terms and conditions of any Award granted
    hereunder, including terms relating to acceleration or termination of Awards
    in the event of one or more types of transactions involving the ownership of
    the Company, a Subsidiary or Related Entity;

        (vi) to amend the terms of any outstanding Award granted under the Plan,
    provided that any amendment that would adversely affect the Grantee's rights
    under an outstanding Award shall not be made without the Grantee's written
    consent and that any amendment to reduce the exercise price of any
    outstanding Option to reflect a reduction in the Fair Market Value per Share
    since the grant date of the Option shall not be made without the approval of
    the Company's stockholders;

        (vii) to construe and interpret the terms of the Plan and Awards granted
    pursuant to the Plan;

        (viii) to establish additional terms, conditions, rules or procedures to
    accommodate the rules or laws of applicable foreign jurisdictions and to
    afford Grantees favorable treatment under such laws; provided, however, that
    no Award shall be granted under any such additional terms, conditions, rules
    or procedures with terms or conditions which are inconsistent with the
    provisions of the Plan; and

        (ix) to take such other action, not inconsistent with the terms of the
    Plan, as the Administrator deems appropriate.

    (c) Effect of Administrator's Decision. All decisions, determinations and
interpretations of the Administrator shall be conclusive and binding on all
persons.

    5. Eligibility. Awards other than Incentive Stock Options may be granted to
Employees, Directors and Consultants. Incentive Stock Options may be granted
only to Employees of the Company, a Parent or a Subsidiary. An Employee,
Director or Consultant who has been granted an Award may, if otherwise eligible,
be granted additional Awards. Awards may be granted to such Employees, Directors
or Consultants who are residing in foreign jurisdictions as the Administrator
may determine from time to time.

    6. Terms and Conditions of Awards.

    (a) Designation of Award. Each Award shall be designated as either an
Incentive Stock Option or a Non-Qualified Stock Option. However, notwithstanding
such designation, to the extent that the aggregate Fair Market Value of Shares
subject to Options designated as Incentive Stock Options which become
exercisable for the first time by a Grantee during any calendar year (under all
plans of the Company or any Parent or Subsidiary) exceeds $100,000, such excess
Options, to the extent of the Shares covered thereby in excess of the foregoing
limitation, shall be treated as Non-Qualified Stock Options. For this purpose,
Incentive Stock Options shall be taken into account in the order in which they
were granted, and the Fair Market Value of the Shares shall be determined as of
the date the Option with respect to such Shares is granted.



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    (b) Conditions of Award. Subject to the terms of the Plan, the Administrator
shall determine the provisions, terms, and conditions of each Award including,
but not limited to, the Award vesting schedule, repurchase provisions, rights of
first refusal, forfeiture provisions, form of payment (cash, Shares, or other
consideration) upon settlement of the Award, payment contingencies, and
satisfaction of any performance criteria. The performance criteria established
by the Administrator may be based on any one of, or combination of, increase in
share price, earnings per share, total stockholder return, return on equity,
return on assets, return on investment, net operating income, cash flow,
revenue, economic value added, personal management objectives, or other measure
of performance selected by the Administrator. Partial achievement of the
specified criteria may result in a payment or vesting corresponding to the
degree of achievement as specified in the Award Agreement.

    (c) Deferral of Award Payment. The Administrator may establish one or more
programs under the Plan to permit selected Grantees the opportunity to elect to
defer receipt of consideration upon exercise of an Award, satisfaction of
performance criteria, or other event that absent the election would entitle the
Grantee to payment or receipt of Shares or other consideration under an Award.
The Administrator may establish the election procedures, the timing of such
elections, the mechanisms for payments of, and accrual of interest or other
earnings, if any, on amounts, Shares or other consideration so deferred, and
such other terms, conditions, rules and procedures that the Administrator deems
advisable for the administration of any such deferral program.

    (d) Separate Programs. The Administrator may establish one or more separate
programs under the Plan for the purpose of issuing particular forms of Awards to
one or more classes of Grantees on such terms and conditions as determined by
the Administrator from time to time.

    (e) Acquisitions and Other Transactions. The Administrator may issue Awards
under the Plan in settlement, assumption or substitution for, outstanding awards
or obligations to grant future awards in connection with the Company or a
Related Entity acquiring another entity, an interest in another entity or an
additional interest in a Related Entity whether by merger, stock purchase, asset
purchase or other form of transaction.

    (f) Individual Option Limit. The maximum number of Shares with respect to
which Options may be granted to any Grantee in any fiscal year of the Company
shall be five hundred thousand (500,000) Shares. In connection with a Grantee's
commencement of service to the Company or a Related Entity, a Grantee may be
granted Options for up to an additional five hundred thousand (500,000) Shares
which shall not count against the limit set forth in the previous sentence. The
foregoing limitations shall be adjusted proportionately in connection with any
change in the Company's capitalization pursuant to Section 10, below. To the
extent required by Section 162(m) of the Code or the regulations thereunder, in
applying the foregoing limitations with respect to a Grantee, if any Option is
cancelled, the cancelled Option shall continue to count against the maximum
number of Shares with respect to which Options may be granted to the Grantee.

    (g) Early Exercise. The Award may, but need not, include a provision whereby
the Grantee may elect at any time while an Employee, Director or Consultant to
exercise any part or all of the Award prior to full vesting of the Award. Any
unvested Shares received pursuant to such exercise may be subject to a
repurchase right in favor of the Company or to any other restriction the
Administrator determines to be appropriate.



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    (h) Term of Award. The term of each Award shall be the term stated in the
Award Agreement, provided, however, that the term of an Award shall be no more
than eight (8) years from the date of grant thereof. However, in the case of an
Incentive Stock Option granted to a Grantee who, at the time the Option is
granted, owns stock representing more than ten percent (10%) of the voting power
of all classes of stock of the Company or any Parent or Subsidiary, the term of
the Incentive Stock Option shall be five (5) years from the date of grant
thereof or such shorter term as may be provided in the Award Agreement.

    (i) Transferability of Awards. Incentive Stock Options may not be sold,
pledged, assigned, hypothecated, transferred, or disposed of in any manner other
than by will or by the laws of descent or distribution and may be exercised,
during the lifetime of the Grantee, only by the Grantee; provided, however, that
the Grantee may designate a beneficiary of the Grantee's Incentive Stock Option
in the event of the Grantee's death on a beneficiary designation form provided
by the Administrator. Other Awards shall be transferable to the extent provided
in the Award Agreement.

    (j) Time of Granting Awards. The date of grant of an Award shall for all
purposes be the date on which the Administrator makes the determination to grant
such Award, or such other date as is determined by the Administrator. Notice of
the grant determination shall be given to each Employee, Director or Consultant
to whom an Award is so granted within a reasonable time after the date of such
grant.

    (k) Conversion of Awards. Any Award granted with respect to Series D-1
shares shall convert automatically, without further action by the Company or the
Grantee, into an Award with respect to Common Stock upon automatic conversion of
outstanding Series D-1 shares into Common Stock pursuant to the provisions of
the certificate of designation establishing the Company's Series D Preferred
Stock.

    7. Award Exercise or Purchase Price, Consideration and Taxes.

    (a) Exercise or Purchase Price. The exercise or purchase price, if any, for
an Award shall be as follows:

        (i) In the case of an Incentive Stock Option:

          (A) granted to an Employee who, at the time of the grant of such
       Incentive Stock Option owns stock representing more than ten percent
       (10%) of the voting power of all classes of stock of the Company or any
       Parent or Subsidiary, the per Share exercise price shall be not less than
       one hundred ten percent (110%) of the Fair Market Value per Share on the
       date of grant.

          (B) granted to any Employee other than an Employee described in the
       preceding paragraph, the per Share exercise price shall be not less than
       one hundred percent (100%) of the Fair Market Value per Share on the date
       of grant.

        (ii) In the case of other Awards, the per Share exercise price shall be
    not less than one-hundred percent (100%) of the Fair Market Value per Share
    on the date of grant.

        (iii) Notwithstanding the provisions of (i) and (ii), above, in the case
    of an Award issued pursuant to Section 6(e) hereof, the exercise or purchase
    price for the Award shall be determined in accordance with the principles of
    Section 424(a) of the Code.

    (b) Consideration. Subject to Applicable Laws, the consideration to be paid
for the Shares to be issued upon exercise or purchase of an Award including the
method of



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payment, shall be determined by the Administrator (and, in the case of an
Incentive Stock Option, shall be determined at the time of grant). In addition
to any other types of consideration the Administrator may determine, the
Administrator is authorized to accept as consideration for Shares issued under
the Plan the following:

        (i) cash;

        (ii) check;

        (iii) surrender of Shares or delivery of a properly executed form of
    attestation of ownership of Shares as the Administrator may require
    (including withholding of Shares otherwise deliverable upon exercise of the
    Award) which have a Fair Market Value on the date of surrender or
    attestation equal to the aggregate exercise price of the Shares as to which
    said Award shall be exercised (but only to the extent that such exercise of
    the Award would not result in an accounting compensation charge with respect
    to the Shares used to pay the exercise price unless otherwise determined by
    the Administrator);

        (iv) delivery of a properly executed exercise notice together with such
    other documentation as the Administrator and the broker, if applicable,
    shall require to effect an exercise of the Award and delivery to the Company
    of the sale or loan proceeds required to pay the exercise price; or

        (v) any combination of the foregoing methods of payment.

    (c) Taxes. No Shares shall be delivered under the Plan to any Grantee or
other person until such Grantee or other person has made arrangements acceptable
to the Administrator for the satisfaction of any foreign, federal, state, or
local income and employment tax withholding obligations, including, without
limitation, obligations incident to the receipt of Shares or the disqualifying
disposition of Shares received on exercise of an Incentive Stock Option. Upon
exercise of an Award, the Company shall withhold or collect from Grantee an
amount sufficient to satisfy such tax obligations.

    8. Exercise of Award.

    (a) Procedure for Exercise; Rights as a Stockholder.

        (i) Any Award granted hereunder shall be exercisable at such times and
    under such conditions as determined by the Administrator under the terms of
    the Plan and specified in the Award Agreement.

        (ii) An Award shall be deemed to be exercised when written notice of
    such exercise has been given to the Company in accordance with the terms of
    the Award by the person entitled to exercise the Award and full payment for
    the Shares with respect to which the Award is exercised has been received by
    the Company. Until the issuance (as evidenced by the appropriate entry on
    the books of the Company or of a duly authorized transfer agent of the
    Company) of the stock certificate evidencing such Shares, no right to vote
    or receive dividends or any other rights as a stockholder shall exist with
    respect to Shares subject to an Award, notwithstanding the exercise of an
    Option or other Award. The Company shall issue (or cause to be issued) such
    stock certificate promptly upon exercise of the Award. No adjustment will be
    made for a dividend or other right for which the record date is prior to the
    date the stock certificate is issued, except as provided in the Award
    Agreement or Section 10, below.



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    (b) Exercise of Award Following Termination of Employment, Director or
Consulting Relationship.

        (i) An Award may not be exercised after the termination date of such
    Award set forth in the Award Agreement and may be exercised following the
    termination of a Grantee's Continuous Status as an Employee, Director or
    Consultant only to the extent provided in the Award Agreement.

        (ii) Where the Award Agreement permits a Grantee to exercise an Award
    following the termination of the Grantee's Continuous Status as an Employee,
    Director or Consultant for a specified period, the Award shall terminate to
    the extent not exercised on the last day of the specified period or the last
    day of the original term of the Award, whichever occurs first.

        (iii) Any Award designated as an Incentive Stock Option to the extent
    not exercised within the time permitted by law for the exercise of Incentive
    Stock Options following the termination of a Grantee's Continuous Status as
    an Employee, Director or Consultant shall convert automatically to a
    Non-Qualified Stock Option and thereafter shall be exercisable as such to
    the extent exercisable by its terms for the period specified in the Award
    Agreement.

    (c) Buyout Provisions. The Administrator may at any time offer to buy out
for a payment in cash or Shares, an Award previously granted, based on such
terms and conditions as the Administrator shall establish and communicate to the
Grantee at the time that such offer is made.

    9. Conditions Upon Issuance of Shares.

    (a) Shares shall not be issued pursuant to the exercise of an Award unless
the exercise of such Award and the issuance and delivery of such Shares pursuant
thereto shall comply with all Applicable Laws, and shall be further subject to
the approval of counsel for the Company with respect to such compliance.

    (b) As a condition to the exercise of an Award, the Company may require the
person exercising such Award to represent and warrant at the time of any such
exercise that the Shares are being purchased only for investment and without any
present intention to sell or distribute such Shares if, in the opinion of
counsel for the Company, such a representation is required by any Applicable
Laws.

    10. Adjustments Upon Changes in Capitalization. Subject to any required
action by the stockholders of the Company, the number of Shares covered by each
outstanding Award, and the number of Shares which have been authorized for
issuance under the Plan but as to which no Awards have yet been granted or which
have been returned to the Plan, the exercise price of each such outstanding
Award, as well as any other terms that the Administrator determines require
adjustment shall be proportionately adjusted for any increase or decrease in the
number of issued Shares resulting from a stock split, reverse stock split, stock
dividend, combination or reclassification of the Shares, merger, consolidation,
acquisition of the property or equity securities of the Company, any separation
of the Company (including a spin-off or other distribution of equity securities
or property of the Company), reorganization (whether or not such reorganization
comes within the definition of Code Section 368), partial or complete
liquidation, or any other similar event resulting in an increase or decrease in
the number of issued Shares. Except as the Administrator determines, no issuance
by the Company of shares of stock of any class, or



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securities convertible into shares of stock of any class, shall affect, and no
adjustment by reason hereof shall be made with respect to, the number or price
of Shares subject to an Award.

    11. Term of Plan. The Plan shall become effective upon the earlier to occur
of its adoption by the Board or its approval by the stockholders of the Company.
It shall continue in effect for a term of ten (10) years unless sooner
terminated.

    12. Amendment, Suspension or Termination of the Plan.

    (a) The Board may at any time amend, suspend or terminate the Plan. To the
extent necessary to comply with Applicable Laws, the Company shall obtain
stockholder approval of any Plan amendment in such a manner and to such a degree
as required.

    (b) No Award may be granted during any suspension of the Plan or after
termination of the Plan.

    (c) Any amendment, suspension or termination of the Plan (including
termination of the Plan under Section 11, above) shall not affect Awards already
granted, and such Awards shall remain in full force and effect as if the Plan
had not been amended, suspended or terminated, unless mutually agreed otherwise
between the Grantee and the Administrator, which agreement must be in writing
and signed by the Grantee and the Company.

    13. Reservation of Shares.

    (a) The Company, during the term of the Plan, will at all times reserve and
keep available such number of Shares as shall be sufficient to satisfy the
requirements of the Plan.

    (b) The inability of the Company to obtain authority from any regulatory
body having jurisdiction, which authority is deemed by the Company's counsel to
be necessary to the lawful issuance and sale of any Shares hereunder, shall
relieve the Company of any liability in respect of the failure to issue or sell
such Shares as to which such requisite authority shall not have been obtained.

    14. No Effect on Terms of Employment/Consulting Relationship. The Plan shall
not confer upon any Grantee any right with respect to continuation of employment
or consulting relationship with the Company, nor shall it interfere in any way
with his or her right or the Company's right to terminate his or her employment
or consulting relationship at any time, with or without cause.

    15. Stockholder Approval. The Plan became effective when adopted by the
Board on February 18, 1998. On March 19, 1998, the Board adopted and approved an
amendment and restatement of the Plan to increase the number of Shares available
for issuance under the Plan. The Plan as amended and restated was approved by
the stockholders of the Company as of April 10, 1998. On February 17, 2000, the
Board adopted and approved an amendment and restatement of the Plan (a) to
increase the number of Shares available for issuance under the Plan and (b) to
adopt a limit on the maximum number of Shares with respect to which Options may
be granted to any Grantee in any fiscal year of the Company and certain other
administrative provisions to comply with the performance-based compensation
exception to the deduction limit of Section 162(m) of the Code, which amendments
are subject to approval by the



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stockholders of the Company. The amendment and restatement of the Plan included
the following other amendments which are not subject to approval by the
stockholders of the Company. The Board approved amendments to the Plan (x) to
eliminate the authority to grant Awards other than Options, (y) to limit the
maximum term of each Award to eight (8) years and (z) to require that the
exercise price of Awards equal or exceed one hundred percent (100%) of the Fair
Market Value per Share on the date of grant.