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Exhibit 4.8    
  


 
 

ULTRASEEK CORPORATION
  STOCK OPTION PLAN    
  


 
 

ARTICLE I    
    
    PURPOSE    
  


        This Ultraseek Corporation Stock Option Plan is intended to advance the interests of the Company by attracting, retaining, motivating and rewarding key personnel
upon whose judgment, initiative and effort the Company relies for the successful conduct of its business, by enabling such persons to acquire and retain a proprietary interest in the Company through
the grant of stock options. Stock Options granted under the Plan will be "nonqualified stock options," which are not intended to qualify as incentive stock options under Section 422 of the
Code. 


 
 

ARTICLE II    
    
    DEFINITIONS    
  


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


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


        (c)  "Common
Stock" means the Company's Common Stock, par value $0.01 per share. 


        (d)  "Company"
means Ultraseek Corporation, a California corporation. 


        (e)  "Date
of Grant" means the date on which an Option becomes effective in accordance with Section 6.1 hereof. 


        (f)    "Effective
Date" means the date of the Plan's adoption by the Board in accordance with Section 10.1 hereof. 


        (g)  "Eligible
Person" means any person who is an employee, officer, director, advisor or consultant of the Company or any affiliate thereof. 


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



        (i)    "Fair
Market Value" of a share of Common Stock as of a given date means (i) the fair market value of the Common Stock as determined by the Board based on factors
it considers appropriate, including, without limitation, the Company's most recent financial statements determined in accordance with generally accepted accounting principles, the Company's most
recent valuations or independent appraisals of shares, or the per share price as determined by recent third party transactions of shares, or (ii) if the Common Stock is Publicly Traded as of
such date, the average of the highest and lowest of the composite tape market prices of the securities exchange at which the shares of Common Stock shall have been sold regular way on the date as of
which fair market value is to be determined or, if there shall be no such sale on such date, the next preceding day on which such a sale shall have occurred. 


        (j)    "Option"
or "Stock Option" means a nonqualified stock option granted under the Plan. 


        (k)  "Option
Agreement" means an agreement entered into between the Company and an Optionee setting forth the terms and conditions of a Stock Option. 


        (l)    "Optionee"
means an Eligible Person to whom an Option has been granted, which Option has not expired, under the Plan. 



        (m)  "Option
Price" means the price at which each share of Common Stock subject to an Option may be purchased, determined in accordance with Section 6.2 hereof. 


        (n)  "Plan"
means this Ultraseek Stock Option Plan. 





 



        (o)  "Publicly
Traded" means equity securities that are publicly traded on an established securities exchange or market, including United States and foreign exchanges or
markets. 


        (p)  "Sale
of Company" means the consummation of an arms-length transaction, occurring within six months of the effective date of the Plan, for the sale to an
unrelated third party of (i) 80% or more of the aggregate voting power of all shares of capital stock of the Company or (ii) all or substantially all the assets of the Company. 


 
 

ARTICLE III    
    
    ELIGIBILITY    
  


        Any Eligible Person may be selected by the Board to receive a grant of an Option under the Plan. The Board shall, in its discretion, determine and designate from
time to time those Eligible Persons who are to be granted Awards. 


 
 

ARTICLE IV    
    
    ADMINISTRATION    
  


        The Board may exercise such powers and authority as may be necessary or appropriate for the Board to carry out its functions as described in the Plan. Subject to
the express limitations of the Plan, the Board has authority in its discretion to determine the Eligible Persons to whom, and the time or times at which, Options may be granted, the number of shares
of Common Stock subject to an Option, the exercise or purchase price of the shares subject to each Option and the time or times when each Option shall become vested, exercisable or payable, any
conditions to vesting or exercisability and the duration of the exercise or purchase period. The Board also has discretionary authority to interpret the Plan, to make all factual determinations under
the Plan, to prescribe, amend and rescind rules and regulations relating to it, to determine the terms and provisions of the respective Options Agreements and to make all other determinations
necessary or advisable for Plan administration, All interpretations, determinations, and actions by the Board, including, without limitation, determinations of Fair Market Value, will be final,
conclusive, and binding upon all parties. No member of the Board will be liable and as to the conversion of Options pursuant to Section 5.3, for any action or determination made in good faith
by the Board with respect to the Plan or any Option or any Option Agreement entered into hereunder. 


 
 

ARTICLE V    
    
    SHARES OF STOCK SUBJECT TO PLAN    
  


        5.1    Number of Shares.    Subject to adjustment pursuant to the provisions of Section 5.2 hereof, the maximum
aggregate number of shares of Common Stock which may be issued and sold hereunder shall be 1,075,000 shares. Shares of Common Stock issued and sold under the Plan may be either authorized but unissued
shares or shares held in the Company's treasury. Shares of Common Stock covered by an Option that shall have been issued or sold shall not again be available for an Option grant. If an Option or any
portion thereof shall terminate or expire for any reason without being wholly exercised or if an Option or any portion thereof shall have been forfeited under the Plan, the number of shares to which
such Option termination or forfeiture relates shall again be available for grant hereunder. 


        5.2    Adjustments.    Subject to Section 5.3, in the event of a reorganization, recapitalization, stock split,
stock dividend, combination of shares, merger or consolidation, or the sale, conveyance, or other transfer by the Company of all or substantially all of its property, or any other change in the
corporate structure or shares of the Company, pursuant to any of which events the then outstanding shares of 


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Common Stock are split up or combined, or are changed into, become exchangeable at the holder's election for other shares of stock or any other consideration, the Board may change the maximum number
of shares set forth in Section 5.1 hereof, the number and kind of shares (including by substitution of shares of another corporation) subject to the Stock Options and/or the exercise or
purchase price of such shares in the manner that it shall deem to be equitable and appropriate. 


        5.3    Conversion.    In the event of a Sale of the Company, each outstanding Option shall either be
(i) assumed by the successor corporation (or a parent or subsidiary thereof) or (ii) substituted with new options covering the stock of a successor corporation (or a parent or subsidiary
thereof), in either case with adjustments as to the number and kinds of shares, exercise prices and other terms and conditions of the Option, as approved by the Board in a manner not inconsistent with
the terms established in the Sale of the Company transaction, taking into account INTER ALIA, the consideration received by stockholder(s) in the transaction. Upon the occurrence of any such
assumption or substitution, such Options shall continue in the manner and under the terms so provided. 


 
 

ARTICLE VI    
    
    STOCK OPTIONS    
  


        6.1    Grant of Stock Options.    An Option may be granted to any Eligible Person designated and approved by the
Board. The grant of an Option shall first be effective upon the date it is approved by the Board, except to the extent the Board shall specify a later date upon which the grant of an Option shall
first be effective. The Company and the Optionee shall execute an Option Agreement which shall set forth such terms and conditions of the Option as may be determined by the Board to be consistent with
the Plan, and which may include additional provisions, conditions and/or restrictions that are not inconsistent with the Plan. 


        6.2    Option Price.    The Option Price shall not be less than one-hundred percent (100%) of the Fair
Market Value of a share of Common Stock on the Date of Grant. 



        6.3    Vesting; Term of Option.    Unless otherwise provided by the Board in an Option Agreement, Options will vest
and become exercisable as to twenty-five percent (25%) of the Common Stock on the effective date of a Sale of the Company, and as to an additional twenty-five percent (25%) on
each of the first three anniversaries of such date, provided that the Optionee is employed by the Company or its successor (or an affiliate thereof) on each such date. Unless otherwise provided by the
Board in an Option Agreement, Options will have a term of ten (10) years from the Date of Grant, subject to
Article VII hereof. Notwithstanding the foregoing, if a Sale of the Company does not occur within six months of the Effective Date of the Plan, all Options shall terminate and be of no further
force or effect. 


        6.4    Option Exercise; Withholding.    Subject to such terms and conditions as shall be specified in an Option
Agreement, an Option may be exercised in whole or in part at any time the Option becomes vested and exercisable, with respect to whole shares only, within the period permitted for the exercise
thereof, and shall be exercised by written notice of intent to exercise the Option with respect to a specified number of shares delivered to the Company at its principal office, and payment in full to
the Company at said office of the amount of the Option Price for the number of shares of the Common Stock with respect to which the Option is then being exercised. Payment of the Option Price shall be
made (i) in cash or by cash equivalent acceptable to the Board, (ii) at the discretion of the Board, in Common Stock that has been held by the Optionee for at least six months (or such
other period as the Board may deem appropriate for purposes of applicable accounting rules and other considerations), valued at the Fair Market Value of such shares determined on the date of exercise,
(iii) at the discretion of the Board, by a combination of the methods described above, or (iv) by such other method as may be approved by the Board. In addition to and at the time of
payment of the Option Price, the Optionee shall pay to the Company the full amount of all federal and state withholding and 


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other employment taxes required to be withheld in connection with such exercise, in any manner consistent with the foregoing that is approved by the Board. 


        6.5    Cancellation, Substitution and Amendment of Options.    The Board shall have the authority to effect, at any
time and from time to time, (i) the cancellation of any or all outstanding Stock Options and the grant in substitution therefor of new Stock Options covering the same or different numbers of
shares of Common Stock and having an Option Price which may be the same as or different than the Option Price of the cancelled Options or (ii) the amendment of the terms of any and all
outstanding Stock Options provided, however, that no such cancellation, substitution or amendment may be made that adversely affects the terms and
conditions of an Option without the written consent of the Optionee. 


        6.6    State Securities Laws.    Any Options granted to any Eligible Person by the Board hereunder and any shares of
Common Stock which may be issued and sold to Eligible Persons hereunder are being offered and sold pursuant to a private placement exemption under the state securities laws. In order to meet the
conditions and requirements of a private placement exemption under the state securities laws, each Optionee shall be required to represent in writing to the Company that the Options received are being
acquired for his or her own account, for investment purposes only, and not with a view to, or for sale in connection with any, distribution of the security. The Options and shares of Common Stock are
subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Securities Act of 1933, as amended, and the applicable state securities laws
pursuant to registration or an exemption therefrom. 


 
 

ARTICLE VII    
    
    TERMINATION OF SERVICE    
  



        7.1    Death.    Unless otherwise provided by the Board and set forth in the Option Agreement, if an Optionee shall
die at any time after the Date of Grant and while he or she is an Eligible Person, the executor or administrator of the estate of the decedent, or the person or persons to whom an Option shall have
been validly transferred in accordance with Section 8.1 hereof pursuant to will or the laws of descent and distribution, shall have the right, during the period ending one year after the date
of the Optionee's death (subject to the maximum term of the Option), to exercise an Option to the extent that it was exercisable at the date of such termination and shall not have been previously
exercised. 


        7.2    Disability.    Unless otherwise provided by the Board and set forth in the Option Agreement, if an Optionee's
employment or other service with the Company shall be terminated as a result of his or her permanent and total disability (within the meaning of section 22(e)(3) of the Code) at any time after
the Date of Grant and while he or she is an Eligible Person, the Optionee (or in the case of an Optionee who is legally incapacitated, his or her guardian or legal representative) shall have the
right, during a period ending one year after the date of his or her disability (subject to the maximum term of the Option), to exercise an Option to the extent that it was exercisable at the date of
such termination and shall not have been previously exercised. 



        7.3    Termination for Cause.    Unless otherwise provided by the Board and set forth in the Option Agreement, if an
Optionee's employment shall be terminated for "cause," the Optionee's right to exercise any unexercised portion of an Option shall immediately terminate and all rights thereunder shall cease. As used
in this Plan, termination for "cause" shall be as defined in the Option Agreement. 


        7.4    Other Termination of Service.    Unless otherwise provided by the Board and set forth in the Option Agreement,
if an Optionee's employment shall be terminated for any reason other than death, permanent and total disability or termination for "cause," the Optionee shall have the right, during the period ending
sixty (60) days after such termination (subject to the term of the Option), to exercise an Option to the extent that it was exercisable at the date of such termination and shall not have been 


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previously exercised. The Board shall have authority to determine in each case whether an authorized leave of absence shall be deemed a termination of employment for purposes hereof, as well as the
effect of a leave of absence on the vesting and exercisability of an Option. 



        7.5    Board Authority.    For purposes hereof, the Board shall have the sole power to make all determinations
regarding the termination of any participant's employment, including, but not limited to, the effective time thereof for the purposes of this Plan, the cause(s) therefor and the consequences thereof.
Any such determination shall be final, conclusive and binding upon the Optionee. 


 
 

ARTICLE VIII    
    
    REPURCHASE RIGHTS    
  



        8.1    Nontransferability.    All Options granted under this Plan shall be nontransferable otherwise than by will or
by the laws of descent and distribution. All shares of Common Stock or other securities acquired by an Optionee under the Plan shall, prior to the time such securities are Publicly Traded, be
nontransferable except as provided in this Article VIII. 


        8.2    Put Option.    In the event of a Sale of the Company in which the Options are assumed or substituted in
accordance with Section 5.3 hereof into a stock option to purchase shares of the Company or a successor corporation (or any parent or subsidiary thereof) that are not Publicly Traded, all such
shares acquired by an Optionee under the Plan shall, for so long as such securities are not Publicly Traded, be subject to a "Put Option" of the Optionee as described in the Option Agreement. The Put
Option shall arise upon termination of employment of the Optionee (other than a termination for "cause") and shall be limited to all shares acquired by the Optionee that have been issued pursuant to
an Option under the Plan and have been held by the Optionee for a period of six months. The Put Option shall be exercisable by the Optionee at the time and in the manner set forth in the Option
Agreement and, upon the exercise thereof, shall require the Optionee to transfer the subject Common Stock to the Company, its successor or its designee upon payment by the Company or such successor or
designee of a put price per share equal to the Fair Market Value of the Common Stock at the time of such transfer Notwithstanding the foregoing, the Put Option shall lapse upon the transfer of any
shares subject to the Put Option by the Optionee to any third party. 


        8.3    Call Option.    In the event of a Sale of the Company in which the Options are assumed or substituted in
accordance with Section 5.3 hereof into a stock option to purchase shares of the Company or a successor corporation (or any parent or subsidiary thereof) that are not Publicly Traded, all such
shares of acquired by an Optionee under the Plan shall, for so long as such securities are not Publicly Traded, be subject to a "Call Option" of the Company, its successor or its designee as described
in the Option Agreement. The Call Option shall arise upon the termination of employment or other service of the Optionee with the Company or its successor and shall relate to all shares of Common
Stock owned by the Optionee at the time of such termination, as well as all shares acquired by the Optionee following termination, that have been issued pursuant to an Option under the Plan. The Call
Option shall be exercisable by the Company or its designee at the time and in the manner set forth in the Option
Agreement and, upon the exercise thereof, shall require the Optionee to transfer the subject Common Stock to the Company, its successor or its designee upon payment by the Company or such successor or
designee of a call price per share equal to the Fair Market Value of the Common Stock at the time of such transfer. The Call Option shall survive the transfer of any shares subject to the Call Option
by the Optionee to any third party. 


        8.4    Right of First Refusal.    In the event of a Sale of the Company in which the Options are assumed or
substituted in accordance with Section 5.3 hereof into a stock option to purchase shares of the Company or a successor corporation (or any parent or subsidiary thereof) that are not Publicly
Traded, all such shares acquired by an Optionee under the Plan shall, for so long as such securities are 


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not Publicly Traded, be subject to a "Right of First Refusal" of the Company, its successor or its designee as described in the Option Agreement. If the Optionee proposes to transfer any such shares
of Common Stock and the Company or its successor exercises the Right of First Refusal, the Optionee shall be obligated to transfer the shares to the Company or its successor at the price and on the
other terms and conditions set forth in the Right of First Refusal. The Right of First Refusal shall survive the transfer of any shares subject to the Right by the Optionee to any third party. 


 
 

ARTICLE IX    
    
    STOCK CERTIFICATES    
  


        9.1    Issuance of Certificates.    Subject to Section 9.2 hereof, the Company shall issue a stock certificate
in the name of the Optionee (or other person exercising the Option in accordance with the provisions of the Plan) for the shares of Common Stock purchased upon exercise of a Stock Option as soon as
practicable thereafter. The Board may require the Optionee to enter into an escrow agreement providing that the certificates representing Common Stock issued pursuant to the Plan will remain in the
physical custody of an escrow holder until all restrictions are removed or expire. 



        9.2    Conditions.    The Company shall not be required to issue or deliver any certificate for shares of Common Stock
purchased upon the exercise of any Option granted hereunder or any portion thereof prior to fulfillment of all of the following conditions: (i) the completion of any registration or other
qualification of such shares, under any federal or state securities laws or under the rulings or regulations of the Securities and Exchange Commission or any other governmental regulatory body, that
the Board shall in its discretion deem necessary or advisable; (ii) the obtaining of any approval or other clearance from any federal or state governmental agency which the Board shall in its
discretion determine to be necessary or advisable; (iii) the lapse of such reasonable period of time following the exercise of the Option as the Board from time to time may establish for
reasons of administrative
convenience; (iv) satisfaction by the Optionee of all applicable withholding taxes or other withholding liabilities; and (v) receipt by the Company from an Optionee of (a) a
representation in writing that the shares of Common Stock received upon exercise of an Option are being acquired for his or her own account, for investment purposes only and not with a view to, or for
sale in connection with any, distribution and (b) such other representations and warranties as are deemed necessary by counsel to the Company. 



        9.3    Legends.    The Company reserves the right to legend any certificate for shares of Common Stock, conditioning
sales of such shares upon compliance with applicable federal and state securities laws and regulations. The Board may require that certificates representing Common Stock issued under the Plan bear a
legend making appropriate reference to the restrictions on transferability and resale imposed under the Plan and the Option Agreement. 


 
 

ARTICLE X    
    
    EFFECTIVE DATE, TERMINATION AND AMENDMENT    
  


        10.1    Effective Date.    The Plan is effective as of February 28, 2000, the date of adoption of the Plan by
the Board. 


        10.2    Amendment and Termination.    The Board may at any time and from time to time and in any respect, amend,
modify or terminate the Plan; provided, however, that no amendment, modification or termination of the Plan shall in any manner adversely affect any
Option theretofore granted without the consent of the Optionee or the permitted transferee of the Option. Notwithstanding the foregoing, the Company reserves the right, by action of the Board, to
amend the Plan and the Option Agreements in any manner determined necessary by the Board to facilitate a Sale of the Company, provided that no such amendment shall change the exercise price or number
of shares subject to an Option, except as 


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permitted by Article V, nor the vesting and exercisability of an Option, as provided in Section 6.3. This Plan shall automatically terminate, and all Options granted hereunder shall be
of no further force or effect, if a Sale of the Company shall not occur within six months of the Effective Date of the Plan. 


 
 

ARTICLE XI    
    
    MISCELLANEOUS    
  


        11.1    Employment or Other Service.    Nothing in the Plan, in the grant of any Option or in any Option Agreement
shall confer upon any Eligible Person the right to continue in the capacity in which he or she is employed by or otherwise provides services to the Company or any affiliated company. 


        11.2    Rights as Stockholder.    An Optionee or the permitted transferee of an Option shall have no rights as a
stockholder with respect to any shares subject to such Option prior to the purchase of such shares by exercise of such Option as provided herein. Except as provided in Section 8.2, nothing
contained herein or in the Option Agreement relating to any Option shall create an obligation on the part of the Company to repurchase any shares of Common Stock purchased hereunder. 



        11.3    Other Compensation and Benefit Plans.    The adoption of the Plan shall not affect any other Stock Option or
incentive or other compensation plans in effect for the Company, nor shall the Plan preclude the Company from establishing any other forms of incentive or other compensation for employees of the
Company. The amount of any compensation deemed to be received by an Optionee as a result of the exercise of an Option or the sale of shares received upon such exercise shall not constitute
compensation with respect to which any other employee benefits of such Optionee are determined, including, without limitation, benefits under any bonus, pension, profit sharing, life insurance or
salary continuation plan, except as otherwise specifically determined by the Board or provided by the terms of such plan. 



        11.4    Plan Binding on Successors.    The Plan shall be binding upon the Company, its successors and assigns, and the
Optionee, his or her executor, administrator and permitted transferees. 


        11.5    Construction and Interpretation.    Whenever used herein, nouns in the singular shall include the plural, and
the masculine pronoun shall include the feminine gender. Headings of Articles and Sections hereof are inserted for convenience and reference and constitute no part of the Plan. 



        11.6    Severability.    If any provision of the Plan or any Option Agreement shall be determined to be illegal or
unenforceable by any court of law in any jurisdiction, the remaining provisions hereof and thereof shall be severable and enforceable in accordance with their terms, and all provisions shall remain
enforceable in any other jurisdiction. 


        11.7    Governing Law.    The validity and construction of this Plan and of the Option Agreements shall be governed by
the laws of the State of California. 


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AMENDMENT
  TO
  ULTRASEEK CORPORATION STOCK OPTION PLAN    
  


        The Ultraseek Corporation Stock Option Plan is hereby amended effective July 19, 2000 as follows (the "Plan"): 


        A.    Article II
"Definitions" is amended by adding the following definitions: 


        "Cause"
means (i) any act of personal dishonesty taken by the Optionee in connection with his responsibilities as an employee and intended to result in substantial personal
enrichment of the Optionee, (ii) the conviction of a felony, (iii) a willful act by the Optionee that constitutes gross misconduct and that is injurious to the Company, (iv) for a
period of not less than thirty (30) days following delivery to the Optionee of a written demand for performance from the Company that describes the basis for the Company's belief that the
Optionee has not substantially performed his duties, continued violations by the Optionee of the Optionee's obligations to the Company that are demonstrably willful and deliberate on the Optionee's
part or (v) as otherwise provided in an Option Agreement. 


        "Change
in Control" means the occurrence of any of the following: 



          (i)  Any
"person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) becomes the "beneficial owner" (as defined in
Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the total voting power represented by the Company's
then outstanding voting securities entitled to vote generally in the election of directors; 



        (ii)  Any
action or event occurring within a two-year period, as a result of which fewer than a majority of the directors are Incumbent Directors. "Incumbent
Directors" shall mean directors who either (A) are directors of the Company as of the date hereof, or (B) are elected, or nominated for election, to the
Board with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination (but shall not include an individual whose election or nomination is in
connection with an actual or threatened proxy contest relating to the election of directors to the Company); 


        (iii)  The
consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting
securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or the
entity that controls such surviving entity) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company, such surviving entity or entity that controls
such surviving entity outstanding immediately after such merger or consolidation; or 


        (iv)  The
consummation of the sale or disposition by the Company of all or substantially all of the Company's assets. 




        B.    Article VII
"Termination of Service" is amended by deleting the previous Section 7.3 and replacing it in its entirety as follows: 




        7.3    Termination for Cause.    Unless otherwise provided by the Board and set forth in the Option Agreement, if the
Optionee's employment shall be terminated for Cause, the Optionee's right to exercise any unexercised portion of an Option shall immediately terminate and all rights thereunder shall cease. 




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C.
Article VII "Termination of Service" is amended by adding the following new Sections 7.6 and 7.7: 




        7.6    Change in Control.    Notwithstanding the exercise or vesting periods set forth in the Plan or the Option
Agreement, exercise of an Option shall always be subject to the following: 




If
the Company or any successor thereto terminates the Optionee's employment without Cause within twelve (12) months following a Change in Control, the Optionee's Options, and restricted stock
acquired upon exercise of the Optionee's Options or otherwise granted under the Plan shall become 100% vested and exercisable; provided, however, that no such acceleration shall occur in the event
that it would preclude accounting for any business combination of the Company involving a Change in Control as a "pooling of interests." 





        7.7    Excise Tax.    




Notwithstanding
any other provisions of the Plan or any Option Agreement, or other related agreement, in the event that any payment or benefit received or to be received by the Optionee (whether
pursuant to the terms of the Plan or other plan, arrangement or agreement with the Company, any person whose actions result in a Change in Control or any person affiliated with the Company or such
person) (all such payments and benefits being hereinafter called "Total Payments") would be subject (in whole or part), to any excise tax imposed under Section 4999 of the Code (the "Excise
Tax"), then, after taking into account any reduction in the Total Payments provided by reason of Section 280G of the Code in such other plan, arrangement or agreement, the payment or benefit
received or to be received by the Optionee (whether pursuant to the terms of the Plan, any Option Agreement, or other related agreement) shall be reduced, to the extent necessary so that no portion of
the Total Payments is subject to the Excise Tax but only if (A) the net amount of such Total Payments, as so reduced (and after subtracting the net amount of federal, state and local income
taxes on such reduced Total Payments) is greater than or equal to (B) the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and
local income taxes on such Total Payments and the amount of Excise Tax to which the Optionee would be subject in respect of such unreduced Total Payments). 


Unless
the Company and the Optionee otherwise agree in writing, any determination required under this Section shall be made in writing by the Company's independent public accountants (the
"Accountants"), whose determination shall be conclusive and binding upon the Optionee and the Company for all purposes. For purposes of making the calculations required by this Section, the
Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999
of the Code. The Company and the Optionee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section.
The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section. 






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QuickLinks



Exhibit 4.8


ULTRASEEK CORPORATION STOCK OPTION PLAN

ARTICLE I PURPOSE

ARTICLE II DEFINITIONS

ARTICLE III ELIGIBILITY

ARTICLE IV ADMINISTRATION

ARTICLE V SHARES OF STOCK SUBJECT TO PLAN

ARTICLE VI STOCK OPTIONS

ARTICLE VII TERMINATION OF SERVICE

ARTICLE VIII REPURCHASE RIGHTS

ARTICLE IX STOCK CERTIFICATES

ARTICLE X EFFECTIVE DATE, TERMINATION AND AMENDMENT

ARTICLE XI MISCELLANEOUS

AMENDMENT TO ULTRASEEK CORPORATION STOCK OPTION PLAN