EXABYTE CORPORATION
INCENTIVE STOCK PLAN
AS AMENDED THROUGH JANUARY 16, 1997

   1.  PURPOSE OF PLAN.  This Incentive Stock Plan is intended to encourage 
ownership of Shares of Exabyte Corporation (the "Corporation") (i) by key 
Employees and Consultants, thereby providing additional incentive for such 
Employees and Consultants to promote the success of the business, and (ii) by 
each director of the Corporation who is not an Employee of the Corporation or 
an Affiliate of the Corporation, thereby securing the services of such 
qualified directors and providing them with incentives to exert maximum 
efforts for the success of the Corporation.  Options granted hereunder to 
Employees may be either Incentive Stock Options or Nonstatutory Stock Options,
at the discretion of the Board and as reflected in the terms of the written 
Stock Option Agreement.  Options granted hereunder to Consultants and 
Directors who are not Employees shall be Nonstatutory Stock Options.  The 
Board also has the discretion to grant Stock Purchase Rights to Employees, 
Directors and Consultants.

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

       (a)  "Affiliate" shall mean any Parent or Subsidiary, whether now or 
hereafter existing.

       (b)  "Board" shall mean the Committee, if one has been appointed, or 
the Board of the Corporation, if no Committee is appointed.

       (c)  "Code" shall mean the Internal Revenue Code of 1986, as amended.

       (d)  "Corporation" shall mean Exabyte Corporation, a Delaware 
corporation.

       (e)  "Committee" shall mean the Committee appointed by the Board in 
accordance with Section 4 of the Plan, if one is appointed.

       (f)  "Consultant" shall mean any person, performing services for the 
 benefit of the Corporation (or of any Affiliate of the Corporation) as an 
independent consultant or advisor; provided, however, that directors who 
receive only directors' fees are not Consultants.

       (g)  "Continuous Status as an Employee, Director or Consultant" shall 
mean the absence of any interruption or termination of service as an Employee,
Director or Consultant, as applicable.  Continuous Status as an Employee, 
Director or Consultant shall not be considered interrupted in the case of sick
leave, military leave, or any other leave of absence approved by the Board.

       (h)  "Covered Employee" shall mean the Chief Executive Officer and the 
four other highest compensated officers of the Corporation for whom total 
compensation is required to be reported to Stockholders under the Exchange 
Act, as determined for purposes of Section 162(m) of the Code.

       (i)  "Director" shall mean a member of the Board of Directors.


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       (j)  "Employee" shall mean any person employed by the Corporation or by
any Affiliate of the Corporation.  The payment of a director's fee by the 
Corporation shall not be sufficient to constitute "employment" by the 
Corporation.

       (k)  "Exchange Act" shall mean the Securities Exchange Act of 1934, as 
amended.

       (l)  "Incentive Stock Option" shall mean an Option intended to qualify 
as an Incentive Stock Option within the meaning of Section 422 of the Code.

       (m)  "Non-Insider Director" shall mean a director of the Corporation 
who is not an Employee provided,  however, such director may be a Consultant.

       (n)  "Non-Employee Director" shall mean a director of the Corporation 
who either is not a current employee or officer of the company or its parent 
or subsidiary, does not receive compensation (directly or indirectly) from the
Corporation or its parent or subsidiary for services rendered as a consultant 
or in any capacity other than as a director (except for an amount as to which 
disclosure would not be required under Item 404(a) of Regulation S-K 
promulgated pursuant to the Securities Act of 1933 ("Regulation S-K"), does 
not possess an interest in any other transaction as to which disclosure would 
be required under Item 404(a) of Regulation S-K, and is not engaged in a 
business relationship as to which disclosure would be required under Item 
404(b) of Regulation S-K; or is otherwise considered a "non-employee director"
for purposes of Rule 16b-3.

       (o)  "Nonstatutory Stock Option" shall mean an Option not intended to 
qualify as an Incentive Stock Option.

       (p)  "Option" shall mean a Stock Option granted pursuant to the Plan.

       (q)  "Optioned Stock" shall mean the Stock subject to an Option.

       (r)  "Optionee" shall mean an Employee, Consultant or Non-Insider 
Director, as applicable, who receives an Option.

       (s)  "Outside Director" means a director who either (i) is not a 
current Employee of the Corporation or an "affiliated corporation" (as defined
in the Treasury regulations promulgated under Section 162(m) of the Code), is 
not a former Employee of the Corporation or of an affiliated corporation 
receiving compensation for prior services (other than benefits under a tax 
qualified pension plan), was not an officer of the Corporation or of an 
affiliated corporation at any time, and is not currently receiving direct or 
indirect remuneration for services in any capacity other than as a director, 
or (ii) is otherwise considered an "outside director" for purposes of Section 
162(m) of the Code.

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

       (u)  "Plan" shall mean this Incentive Stock Plan.

       (v)  "Purchaser" shall mean an Employee, Director or Consultant who 
exercises a Stock Purchase Right.

       (w)  "Share" shall mean a share of the Stock, as adjusted in accordance
with Section 14 of the Plan.

<PAGE> 3
       (x) "Stock" shall mean the Common Stock of the Corporation.

       (y) "Stock Option Agreement" shall mean the written agreement setting 
forth the grant of an Option and terms and conditions relating thereto (which 
need not be the same for each Option), in such form as the Board in its 
discretion may approve and for Non-Employee Directors.

       (z)  "Stock Purchase Agreement" shall mean a written agreement (which 
need not be the same for each Stock Purchase Right) setting forth the terms 
and conditions relating to the purchase of Stock under a Stock Purchase Right,
in the form attached hereto or such other form as the Board in its discretion 
may approve.

       (aa)  "Stock Purchase Right" shall mean a right to purchase Stock 
pursuant to the Plan.

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

   3.  SHARES SUBJECT TO THE PLAN.  There will be reserved for use from time 
to time under the Plan, an aggregate of 9,500,000 shares of Stock of $0.001 
par value of the Corporation.  As the Board shall from time to time determine,
the Shares may be in whole or in part, authorized but unissued Shares or 
issued Shares which shall have been reacquired by the Corporation.  If an 
Option or Stock Purchase Right should expire or become unexercisable for any 
reason without having been exercised in full, the unpurchased Shares which 
were subject thereto shall become available for future grant or sale under the
Plan unless the Plan shall have been terminated.

   4.  ADMINISTRATION OF PLAN.

       (a)  COMMITTEE.  The Plan shall be administered by the Board; provided 
that the Board may appoint a Committee, which shall consist of not fewer than 
two members of the Board.  In the discretion of the Board, the Committee may 
consist solely of two or more Outside Directors, in accordance with Code 
Section 162(m), or solely of two or more Non-Employee Directors, in accordance
with Rule 16b-3.  The Board may from time to time appoint members of the 
Committee in substitution for or in addition to members previously appointed 
and may fill vacancies, however caused, in the Committee.  The Committee shall
select one of its members as its chairman and shall hold its meetings at such 
times and places as it shall deem advisable.  A majority of its members shall 
constitute a quorum.  All action of the Committee shall be taken by a majority
of its members.  Any action may be taken by a written instrument signed by a 
majority of the members and action so taken shall be fully as effective as if 
it had been taken by a vote held.  The Committee may appoint a secretary, 
shall keep minutes of its meetings, and shall make such rules and regulations 
for the conduct of its business as it shall deem advisable.  The Committee's 
interpretation and construction of any of the provisions of this Plan, or of 
any rules promulgated under this Plan, or of any agreements entered into under
this Plan, shall be final and binding on all Optionees, Purchasers, and any 
other holders of any Options or Stock Purchase Rights granted under the Plan. 
No member of the Committee shall be liable for any action or determination 
made in good faith in connection with this Plan.  Notwithstanding anything in 
this Section 4 to the contrary, the Board or the Committee may delegate to a 
committee of one or more members of the Board the authority to grant Options 
and Stock Purchase Rights to eligible persons who (1) are not then subject to 
Section 16 of the Exchange Act and/or (2) are either: (i) not then Covered 
Employees and are not expected to be Covered Employees at the time of 
recognition of income resulting from such Option or Stock Purchase Right; 
<PAGE> 4
or (ii) not persons with respect to whom the Corporation wishes to comply 
with Section 162(m) of the Code.

       (b)  POWERS OF THE BOARD.  Subject to the provisions of the Plan, the 
Board shall have the authority, in its discretion: (i) to grant Incentive 
Stock Options, Nonstatutory Stock Options or Stock Purchase Rights; (ii) to 
determine, upon review of relevant information in accordance with Section 6 of
the Plan, the fair market value of the Stock; (iii) to determine the exercise 
price per share of Options or Stock Purchase Rights to be granted, which 
exercise price shall be determined in accordance with Section 6 of the Plan; 
(iv) to determine the Employees, Directors and Consultants to whom, and the 
time or times at which, Options, or Stock Purchase Rights shall be granted and
the number of Shares to be represented by each Option or Stock Purchase Right;
(v) to interpret the Plan; (vi) to prescribe, amend, and rescind rules and 
regulations relating to the Plan; (vii) to determine the terms and provisions 
of each Option granted (which need not be the same for each Option granted) 
and, with the consent of the holder thereof, modify, terminate or amend each 
Option provided, however, that the Board shall not have the power to lower the
Option price except pursuant to the terms of Section 13 of the Plan; (viii) to
accelerate or defer (with the consent of the Optionee) the exercise date of 
any Option; (ix) to authorize any person to execute on behalf of the 
Corporation any instrument required to effectuate the grant of an Option or 
Stock Purchase Right previously granted by the Board; and (x) to make all 
other determinations deemed necessary or advisable for the administration of 
the Plan.

   5.  ELIGIBILITY OF EMPLOYEES, DIRECTORS AND CONSULTANTS.  With respect to 
Options and Stock Purchase Rights granted to Employees, Directors and 
Consultants:

       (a)  GENERALLY.  Options and Stock Purchase Rights may be granted to 
Employees, Directors and Consultants, provided that Incentive Stock Options 
may only be granted to Employees.  An Employee, Director or Consultant who has
been granted an Option or Stock Purchase Right may, if he is otherwise 
eligible, be granted additional Options or Stock Purchase Rights.

       (b)  CRITERIA.  In making any determination as to Employees, Directors 
and Consultants to whom Options and Stock Purchase Rights shall be granted, 
the Committee shall take into account such factors as it shall deem relevant 
in accomplishing the purpose of the Plan, including but not limited to the 
Employee's, Director's or Consultant's loyalty, performance, and experience.

       (c)  ISO LIMITATIONS WITH RESPECT TO PRICE AND TERM.  In no event shall
an Incentive Stock Option be granted to an Employee who, at the time such 
Option is granted, owns (as defined in Section 422 of the Code) Shares 
possessing more than 10% of the total combined voting power of all classes 
of Shares of the Corporation or any of its Affiliates, unless the Option price
is at least 110% of the fair market value of the Stock subject to the Option, 
and such Option is by its terms not exercisable after the expiration of five 
years from date such Option is granted.

       (d)  ISO LIMITATIONS WITH RESPECT TO SHARES.  Moreover, the aggregate 
fair market value (determined as of the time that Option is granted) of the 
Shares with respect to which Incentive Stock Options are exercisable for the 
first time by any individual Employee during any single calendar year under 
this Plan and all the incentive stock plans of the Corporation (and its 
Affiliates, if any), shall not exceed $100,000.


<PAGE> 5
       (e)  Subject to the provisions of Section 13 relating to adjustments 
upon changes in Stock, no person shall be eligible to be granted Options or 
Stock Purchase Rights covering more than Five Hundred Thousand (500,000) 
Shares in any calendar year.

   6.  PRICES FOR OPTIONS AND STOCK PURCHASE RIGHTS.  With respect to Options 
and Stock Purchase Rights:

       (a)  GENERALLY.  The per share exercise price for the Shares to be 
issued pursuant to exercise of an Option shall be such price as is 
determined by the Board.  However, the exercise price of the Shares which 
shall be covered by each Stock Option shall be at least 100% of the fair 
market value of the Shares at the time of granting the Stock Option.

       (b)  PAYMENT.  The consideration to be paid for the Shares to be 
issued upon exercise of an Option, or Stock Purchase Right, including the 
method of payment, shall be determined by the Board and may consist entirely 
of cash, check, or other Shares having a fair market value on the date of 
surrender equal to the aggregate exercise price of the Shares as to which said
Option or Stock Purchase Right shall be exercised, or any combination of such 
methods of payment, or such other consideration and method of payment for the 
issuance of Shares to the extent permitted under applicable law.  In addition,
the Corporation may accept a promissory note issued by a person exercising an 
Option or a Stock Purchase Right; provided that such person pay in cash at the
time of purchase at least the aggregate par value of the Shares purchased and 
the promissory note be for an amount no greater than the full purchase price 
less such aggregate par value amount.  In making its determination as to the 
type of consideration to accept, the Board shall consider if acceptance of 
such consideration may be reasonably expected to benefit the Corporation.

   7.  OPTION PROVISIONS.

       (a)  GENERALLY.  Subject to the provisions of the Plan, the Board shall
determine for each Option (which need not be identical) the number of Shares 
for which the Option shall be granted, the exercise price of the Option, and 
all other terms and conditions of the Option.

       (b)  TERM OF OPTION.  The term of each Option may be up to 10 years 
from the date of grant thereof or such shorter term as may be provided in 
the Stock Option Agreement.  However, in the case of an Incentive Stock Option
granted to an Employee who, at the time the Incentive Stock Option is granted,
owns Stock representing more than 10% of the voting power of all classes of 
Stock of the Corporation or any Affiliate of the Corporation, the term of the 
Incentive Stock Option shall be five years from the date of grant thereof or 
such shorter time as may be provided in the Stock Option Agreement.

       (c)  EXERCISE OF OPTION.

            (i)  Any Option granted hereunder shall be exercisable at such 
times and under such conditions as determined by the Board, including 
performance criteria with respect to the Corporation or the Optionee, or 
both, and as such shall be permissible under the terms of the Plan.

           (ii)  An Option may not be exercised for a fraction of a Share.

          (iii)  An Option shall be deemed to be exercised when written notice
of such exercise has been given to the Corporation in accordance with the 
terms of the Option by the person entitled to exercise the Option and full 
payment for the Shares with respect to which the Option is exercised has been 
<PAGE> 6
received by the Corporation.  Full payment may, as authorized by the Board, 
consist of any consideration and method of payment allowable under Section 6 
of the Plan.  Until the issuance (as evidenced by the appropriate entry on the
books of the Corporation or of a duly authorized transfer agent of the 
Corporation) of the Stock certificate evidencing such Shares, no right to vote
or receive dividends or any other rights of a Stockholder shall exist with 
respect to the Optioned Stock, notwithstanding the exercise of the Option.  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 Section 13 of the Plan.

           (iv)  Exercise of an Option in any manner shall result in a 
decrease in the number of Shares which thereafter may be available, both for 
purposes of the Plan and for sale under the Option, by the number of Shares as
to which the Option is exercised.

            (v)  Except as otherwise specifically provided herein or in the 
Stock Option Agreement, an Option may not be exercised at any time unless the 
holder thereof shall have maintained Continuous Status as an Employee, 
Director or Consultant of the Corporation or of one or more of its Affiliates,
from the date of the granting of the Option to the date of its exercise.

       (d)  TERMINATION OF EMPLOYMENT.  In the event that an Optionee's 
Continuous Status as an Employee, Director or Consultant shall be terminated 
other than by reason of death or disability, such Option may be exercised (to 
the extent that the Optionee shall have been entitled to do so at the 
termination of Continuous Status as an Employee, Director or Consultant) at 
any time within three months after such termination or such other longer or 
shorter period as set forth in the Stock Option Agreement, but in any event 
no later than the date of expiration of the Option term.  So long as the 
holder of an Option shall maintain Continuous Status as an Employee, Director 
or Consultant, his Option shall not be affected by any change of duties or 
position.  To the extent that the holder of an Option was not entitled to 
exercise his Option at the time of his termination, or insofar as he does not 
exercise such Option to the extent he was entitled within the time specified 
herein, the Option shall itself terminate at the time of such termination.

       (e)  DIABILITY OF OPTIONEE.  Notwithstanding the provisions of Section 
7(d) above, in the event an Optionee does not maintain Continuous Status as an
Employee, Director or Consultant as a result of his total and permanent 
disability (as defined in Section 22(e)(3) of the Code), he may, but only 
within six months after termination due to such disability (or such other 
longer or shorter period as set forth in the Stock Option Agreement), exercise
his Option to the extent he was entitled to exercise it at the date of such 
disability.  To the extent that he was not entitled to exercise the Option at 
the date of disability, or insofar as he does not exercise such Option to the 
extent he was entitled within the time specified herein, the Option shall 
terminate.

       (f)  DEATH OF OPTIONEE.  Unless otherwise set forth in the Stock Option
Agreement, in the event of the death of an Optionee who at the time of his 
death is an Employee, Director or Consultant and who shall have been in 
Continuous Status as an Employee, Director or Consultant since the date of 
grant of the Option, or with respect to an Optionee who was such an Employee, 
Director or Consultant within the preceding three months, the Option may be 
exercised, at any time within six months following the date of death (or such 
longer or shorter period as set forth in the Stock Option Agreement), by the 
Optionee's estate or by a person who acquired the right to exercise the Option
by bequest or inheritance, but only to the extent of the right to exercise 
<PAGE> 7
that has accrued at the date of such termination or otherwise pursuant to the 
terms of the Stock Option Agreement.

       (g)  OTHER.  Notwithstanding any provision in this Plan to the 
contrary, no Option shall terminate later than the original expiration date 
set forth in any related Stock Option Agreement.

   8.  STOCK PURCHASE RIGHTS.

       (a)  RIGHTS TO PURCHASE.  After the Board determines that it will offer
an Employee, Director or Consultant the right to purchase Shares (other than 
pursuant to an Option) under the Plan, it shall advise the offeree in writing 
of the terms, conditions, and restrictions relating to the offer, including 
the number of Shares which such person shall be entitled to purchase, the 
proposed Stock Purchase Agreement, and the time within which such person must 
accept such offer, which shall in no event exceed nine months from the date 
upon which the Board made the determination to grant the Stock Purchase Right.
The offer may be accepted by execution of the Stock Purchase Agreement and its
return to the Corporation (together with payment for the Stock being 
purchased) within the time specified.

       (b)  ISSUANCE OF SHARES.  Forthwith after payment therefor, the Shares 
purchased shall be duly issued; provided, however, that the Board may require 
that the Purchaser make adequate provision for any Federal and State 
withholding obligations as a condition to the Purchaser purchasing such 
Shares.

       (c)  REPURCHASE OPTION.  Unless the Board determines otherwise, the 
Stock Purchase Agreement shall (i) grant the Corporation a repurchase option 
exercisable upon the voluntary or involuntary termination of the Purchaser's 
Continuous Status as an Employee, Director or Consultant for any reason; and 
(ii) set the purchase price for Shares repurchased at the original price paid 
by the Purchaser (plus interest, if any, to be paid pursuant to the Stock 
Purchase Agreement), which may be paid by cancellation of any indebtedness of 
the Purchaser to the Corporation.  The repurchase option shall lapse at such 
rate as the Board may determine.

       (d)  OTHER PROVISIONS.  The Stock Purchase Agreement shall contain such
other terms, provisions, and conditions not inconsistent with the Plan as may 
be determined by the Board.

   9.  NON-DISCRETIONARY GRANTS TO NON-INSIDER DIRECTORS.

       (a)  NEW NON-INSIDER DIRECTORS.  Each person who is on or after 
January 27, 1993 elected for the first time to be a Non-Insider Director 
shall, upon the date of his initial election to be a Non-Insider Director by 
the Board or Stockholders of the Corporation, whichever shall first occur, be 
granted a Nonstatutory Stock Option to purchase 10,000 Shares of Common Stock 
of the Corporation on the terms and conditions set forth herein.

       (b)  ANNUAL GRANTS.  On January 27th of each fiscal year, commencing 
with January 27, 1993, each person who is then a Non-Insider Director and has 
been a Non-Insider Director for at least three months shall be granted a 
Nonstatutory Stock Option to purchase 5,000 Shares of Common Stock of the 
Corporation on the terms and conditions set forth herein.




<PAGE> 8
   10.  PRICES FOR NON-INSIDER DIRECTORS.

       (a)  GENERALLY.  The exercise price of each Option granted under 
Section 9 shall be 100% of the fair market value of the Common Stock (which 
shall be the closing sales price) subject to such Option on the date such 
Option is granted;  provided,  however, that  if such date of grant is not a 
trading day, the exercise price of such Option shall be 100% of the fair 
market value of the Common Stock subject to such Option on the trading day 
immediately preceding the date such Option is granted.

       (b)  PAYMENT.  Each Non-Insider Director may elect to make payment of 
the exercise price under one of the following alternatives:

            (i)  Payment of the exercise price per share in cash at the time 
of exercise; or

           (ii)  Provided that at the time of the exercise the Corporation's 
Common Stock is publicly traded and quoted regularly in The Wall Street 
Journal, payment by delivery of Shares of Common Stock of the Corporation 
already owned by the Non-Insider Director, held for the period required to 
avoid a charge to the Corporation's reported earnings, and owned free and 
clear of any liens, claims, encumbrances or security interest, which Common 
Stock shall be valued at fair market value on the date preceding the date of 
exercise; or

          (iii)  Payment by a combination of methods of payment specified in 
subparagraph 10(b)(i) and 10(b)(ii) above.

   11.  NON-INSIDER DIRECTORS'OPTION PROVISIONS.  Notwithstanding any 
provisions in this Plan to the contrary, each Option issued to Non-Insider 
Directors under Section 10 shall contain the following terms and conditions:

       (a)  TERM OF OPTION.  The term of each Option commences on the date it 
is granted and, unless sooner terminated as set forth herein, expires on the 
date ("Expiration Date") ten years from the date of grant.

       (b)  TERMINATION OF SERVICE.  In the event that the services of a 
Non-Insider Director to whom a Non-Insider Director Option has been granted 
terminate for any reason or no reason, other than by reason of death or 
disability, such Option may be exercised (to the extent that the Non-Insider 
Director shall have been entitled to do so at the termination of his service) 
at any time within three months after such termination.  To the extent that 
such Non-Insider Director was not entitled to exercise his Option at the time 
of his termination, or insofar as he does not exercise such Option to the 
extent he was entitled within the time specified herein, the Option shall 
itself terminate at the time of such termination.  Notwithstanding any 
provision in this Section 11(b) to the contrary, the services of a Non-Insider
Director shall not be deemed terminated if such Non-Insider Director 
subsequently becomes an Employee, Director or Consultant.

       (c)  DISABILITY OF OPTIONEE.  Notwithstanding the provisions of Section
11(b) above, in the event a Non-Insider Director is unable to perform services
as a Non-Insider Director for the benefit of the Corporation as a result of 
his total and permanent disability (as defined in Section 22(e)(3) of the 
Code), he may, but only within six months after termination due to such 
disability, exercise his Option to the extent he was entitled to exercise it 
at the date of such disability.  To the extent that he was not entitled to 
exercise the Option at the date of disability, or insofar as he does not 

<PAGE> 9
exercise such Option to the extent he was entitled within the time specified 
herein, the Option shall terminate.

       (d)  DEATH OF OPTIONEE.  In the event of the death of an Optionee who 
at the time of his death is a Non-Insider Director of the Corporation and who 
shall have continuously served as a Non-Insider Director since the date of 
grant of the Option, or with respect to an Optionee who was a Non-Insider 
Director within the preceding three months, the Option may be exercised, at 
any time within six months following the date of death, by the Optionee's 
estate or by a person who acquired the right to exercise the Option by bequest
or inheritance, but only to the extent of the right to exercise that has 
accrued at the date of such termination or otherwise pursuant to the terms of 
the Stock Option Agreement.

       (e)  NO EXTENSION.  Notwithstanding any provision in this Plan to the 
contrary, no Option granted to a Non-Insider Director under Section 9 shall 
terminate later than its original Expiration Date.

       (f)  EXERCISABILITY.  Options granted under Section 9 shall become 
exercisable from the date of grant at the rate of 2% per month over a period 
of 50 months; provided that the Optionee has, during the entire period prior 
to such vesting date, continuously served as a Non-Insider Director or 
subsequent to serving as a Non-Insider Director continuously served as an 
Employee, Director or Consultant, whereupon such Option shall become fully 
exercisable in accordance with its terms with respect to that portion of the 
Shares represented by that installment.

   12.  NON-TRANSFERABILITY OF OPTIONS AND STOCK PURCHASE RIGHTS.  The Options
and Stock Purchase Rights 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 
Optionee or Purchaser, only by the Optionee or Purchaser, provided that the 
Board may grant a Nonstatutory Stock Option that is transferable to the extent
provided in the Stock Option Agreement.

   13.  ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER.

        (a)  PROPORTIONAL ADJUSTMENTS.  Subject to any required action by the 
Stockholders of the Corporation, the number of Shares covered by each 
outstanding Option and Stock Purchase Right, the number of Shares which have 
been authorized for issuance under the Plan but as to which no Options or 
Stock Purchase Rights have yet been granted or which have been returned to the
Plan upon cancellation or expiration of an Option or Stock Purchase Right, and
the maximum number of Shares subject to award to any person during any 
calendar year period pursuant to Section 5(e), as well as the price per Share 
covered by each such outstanding Option or Stock Purchase Right, shall be 
proportionately adjusted for any increase or decrease in the number of issued 
Shares resulting from a stock split, the payment of a stock dividend with 
respect to the stock, or any other increase or decrease in the number of 
issued Shares effected without receipt of consideration by the Corporation; 
provided, however, that conversion of any convertible securities of the 
Corporation shall not be deemed to have been "effected without receipt of 
consideration."  Such adjustment shall be made by the Board, whose 
determination in that respect shall be final, binding and conclusive.  Except 
as expressly provided herein, no issuance by the Corporation of shares of 
stock of any class, shall affect, and no adjustment by reason thereof shall 
be made with respect to, the number or price of Shares subject to an Option 
or Stock Purchase Right.

<PAGE> 10
        (b)  REORGANIZATION.  With respect to Options granted other than to 
Non-Insider Directors pursuant to Section 9,  in the event of the proposed 
dissolution or liquidation of the Corporation, or in the event of a proposed 
sale of all or substantially all of the assets of the Corporation, or the 
merger of the Corporation with or into another corporation, at the sole 
discretion of the Board and to the extent permitted by applicable law: (i) any
surviving corporation shall assume any Options outstanding under the Plan or 
shall substitute similar Options for those outstanding under the plan; 
(ii) such Options shall continue in full force and effect; or (iii) each 
Option held by an Optionee then performing services as an Employee, Director 
or Consultant will become fully exercisable with respect to all of the Shares 
subject to the Option prior to the consummation of such proposed action at 
such time as the Board in its discretion may determine and the Option 
terminated if not exercised prior to such event.  The Board may also in its 
discretion require that all of the Shares purchased pursuant to the 
foregoing clause (iii) which would not otherwise be purchasable at such time 
except by operation of such clause (iii) shall be subject to a repurchase 
right of the Corporation (or its successor) which repurchase right shall 
expire at the same (or earlier) times and to the same (or greater) extent as 
such Shares would have become purchasable under the Option had the Option not 
become fully exercisable pursuant to clause (iii).  For this purpose, the 
Board may require that the Optionee and the Corporation (or its successor) 
execute an agreement (in such form as determined by the Board) with respect 
to such Shares to reflect the Corporation's (or its successor's) repurchase 
right.  If such Option is to be assumed or substituted, then such Option shall
be appropriately adjusted to apply to the kind, class and number of securities
or other property which would have been issuable to the Optionee in the 
consummation of such transaction had the Option been exercised immediately 
prior to such transaction and appropriate adjustments shall also be made to 
the price payable per share, provided that the aggregate Option price payable 
thereunder shall remain the same.   With respect to Options granted to 
Non-Insider Directors pursuant to Section 9, in the event of the proposed 
dissolution or liquidation of the Corporation, or in the event of a proposed 
sale of all or substantially all of the assets of the Corporation, or the 
merger of the Corporation with or into another corporation, to the extent 
permitted by applicable law, each Option held by an Optionee then performing 
services as a Non-Insider Director will become fully exercisable with respect 
to all of the Shares subject to the Option immediately prior to the 
consummation of such proposed action and the Option terminated if not 
exercised prior to such event.

   14.  EFFECTIVENESS OF PLAN.  The Plan became effective on January 22, 1987.

   15.  TIME OF GRANTING OPTIONS.  Unless otherwise specifically determined by
the Board, the granting of an Option shall be deemed to occur at such time as 
final corporate action necessary to authorize the grant shall have occurred.

   16.  NO EMPLOYEE CONTRACT.  The Plan shall not confer upon any holder of 
an Option or holder of a Stock Purchase Right any right with respect to 
continuation of employment by or the rendition of consulting or director 
services to the Corporation or any Affiliate of the Corporation, nor shall it 
interfere in any way with his right or the Corporation's or its Affiliates' 
(and in the case of directors, the Stockholders') right to terminate his 
employment or services as a Consultant or director at any time.

   17.  WITHHOLDING.  To the extent provided by the terms of a Stock Option 
Agreement or Stock Purchase Agreement, any Optionee or Purchaser may satisfy 
any federal, state or local tax withholding obligation relating to the 
purchase of Stock by any of the following means or by a combination of such 
<PAGE> 11
means: (1) tendering a cash payment; (2) authorizing the Corporation to 
withhold from the Shares otherwise issuable to the purchaser a number of 
Shares having a fair market value less than or equal to the amount of the 
withholding tax obligation; or (3) delivering to the Corporation owned and 
unencumbered Shares having a fair market value less than or equal to the 
amount of withholding tax obligation.

   18.  TERMINATION AND AMENDMENT OF PLAN.

        (a)  TERMINATION. The Plan shall terminate on January 16, 2007, and 
no Option or Stock Purchase Right shall be granted under the Plan after that 
date.

        (b)  AMENDMENT.  Except as otherwise set forth in Section 11(g), the 
Board at any time, and from time to time, may amend the Plan.  However, except
as provided in Section 13(a) relating to adjustments upon changes in Stock, no
amendment shall be effective unless approved by the Stockholders of the 
Corporation to the extent stockholder approval is necessary to satisfy the 
requirements of Section 422(b) of the Code, to comply with the requirements of
Rule 16b-3 promulgated under the Exchange Act, or to satisfy any Nasdaq or 
securities exchange listing requirements.  The Board may, in its sole 
discretion, submit any other amendment to the Plan for Stockholder approval, 
including, but not limited to, amendments to the Plan intended to satisfy the 
requirements of Section 162(m) of the Code and the regulations promulgated 
thereunder regarding the exclusion of performance-based compensation from the 
limit on corporate deductibility of compensation paid to certain executive 
officers.

        (c)  It is expressly contemplated that the Board may amend the Plan in
any respect the Board deems necessary or advisable to provide Optionees with 
the maximum benefits provided or to be provided under the provisions of the 
Code and the regulations promulgated thereunder relating to employee Incentive
Stock Options and/or to bring the Plan and/or Incentive Stock Options granted 
under it into compliance therewith.

        (d)  Rights and obligations under any Option granted before amendment 
or termination of the Plan shall not be altered or impaired by any amendment 
of the Plan unless: 

             (i)  the Corporation requests the consent of the person to whom 
the Option was granted; and (ii) such person consents in writing.

   19.  ISSUANCE OF SHARES.

        (a)  The Corporation shall not be required to issue Shares pursuant to
the exercise of an Option or Stock Purchase Right unless the exercise of such 
Option or Stock Purchase Right and the issuance and delivery of such Shares 
pursuant thereto shall comply with all relevant provisions of law, including, 
without limitation, the Securities Act of 1933, as amended, the Exchange Act, 
the rules and regulations promulgated thereunder, and the requirements of any 
Stock exchange upon which the Shares may then be listed, and shall be further 
subject to the approval of counsel for the Corporation with respect to such 
compliance; provided, however, that this provision shall not require the 
Corporation to register under the Securities Act of 1933, as amended, either 
the Plan, any Option or Stock Purchase Right, or any Stock issued or issuable 
pursuant to such Option or Right.

        (b)  As a condition to the exercise of an Option or Stock Purchase 
Right, the Corporation may impose various conditions, including a requirement 
<PAGE> 12
that the person exercising such Option 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.

   20.  RESERVATION OF SHARES.  The Corporation, during the term of this Plan, 
will at all times reserve and keep available such number of Shares as shall be 
sufficient to satisfy the requirements of the Plan.  The inability of the 
Corporation to obtain authority from any regulatory body having jurisdiction, 
which authority is deemed by the Corporation's counsel to be necessary to the 
lawful issuance and sale of any Shares hereunder, shall relieve the 
Corporation 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.