EXHIBIT 10.87

                             SUN MICROSYSTEMS, INC.
                      EQUITY COMPENSATION ACQUISITION PLAN


     1.  Purposes of the Plan. The purposes of this Stock Plan are:

         o        to  attract  and  retain  the  best  available  personnel  for
                  positions of substantial responsibility,

         o        to provide  additional  incentive  to eligible  Employees  and
                  Consultants, and

         o        to promote the success of the Company's business.

     Nonstatutory  Stock Options and Stock Purchase  Rights may be granted under
the Plan.

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

         (a) "Administrator"  means the Board or  any of its Committees as shall
be administering the Plan, in accordance with Section 4 of the Plan.

         (b) "Applicable  Laws"  means the  legal  requirements  relating to the
administration  of stock option  plans under U. S. state  corporate  laws,  U.S.
federal  and state  securities  laws,  the Code and the  applicable  laws of any
foreign country or  jurisdiction  where Options or Stock Purchase Rights are, or
will be, granted under the Plan.

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

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

         (e) "Committee" means a Committee  appointed by the Board in accordance
with Section 4 of the Plan.

         (f) "Common Stock" means the Common Stock of the Company.

         (g) "Company"  means Sun  Microsystems,  Inc.,  and  any entity that is
directly or  indirectly  controlled  by the Company,  or any entity in which the
Company has a significant equity interest, as determined by the Administrator.

         (h) "Consultant" means any person, including an advisor, engaged by the
Company to render  services and who is compensated  for such services,  provided
that the term  "Consultant"  shall not include any person who is also an officer
or Director of Sun Microsystems, Inc.

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

         (j) "Disability"  means total and  permanent  disability as defined  in
Section 22(e)(3) of the Code.

         (k) "Employee"  means any person employed by the Company other than any
person who is an officer or Director of Sun Microsystems, Inc.

         (l) "Fair Market Value" means,  as of any date, the closing sales price
for such stock (or the closing bid, if no sales were reported) as quoted on such
exchange  or  system  for the  last  market  trading  day  prior  to the time of
determination,  as reported in The Wall Street  Journal or such other  source as
the Administrator deems reliable.

         (m) "Nonstatutory Stock Option" means an Option not intended to qualify
as an incentive  stock option  within the meaning of Section 422 of the Code and
the regulations promulgated thereunder.

         (n) "Notice of Grant" means a written notice  evidencing  certain terms
and conditions of an individual Option or Stock Purchase Right grant. The Notice
of Grant is part of the Option  Agreement or of the  Restricted  Stock  Purchase
Agreement.

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

         (p) "Option  Agreement" means a written  agreement  between the Company
and an Optionee  evidencing  the terms and  conditions of an  individual  Option
grant. The Option Agreement is subject to the terms and conditions of the Plan.

         (q) "Optioned  Stock" means the Common  Stock  subject to an Option  or
Stock Purchase Right.

         (r) "Optionee" means an Employee or Consultant who holds an outstanding
Option or Stock Purchase Right.

         (s) "Plan" means this Equity Compensation Acquisition Plan.

         (t) "Restricted  Stock" means shares of Common Stock acquired  pursuant
to a grant of Stock Purchase Rights under Section 11 below.

         (u) "Restricted  Stock Purchase  Agreement"  means a written  agreement
between the  Company  and the  Optionee  evidencing  the terms and  restrictions
applying to stock purchased under a Stock Purchase Right.  The Restricted  Stock
Purchase  Agreement is subject to the terms and  conditions  of the Plan and the
Notice of Grant.


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         (v) "Share"  means  a  share  of  the  Common  Stock,  as  adjusted  in
accordance with Section 13 of the Plan.

         (w) "Stock  Purchase  Right"  means the right to purchase  Common Stock
pursuant to Section 11 of the Plan, as evidenced by a Notice of Grant.

     3.  Stock Subject to the Plan.  Subject to the  provisions of Section 13 of
the Plan, the maximum  aggregate number of Shares which may be optioned and sold
under the Plan is 2,120,000 Shares. The Shares may be authorized,  but unissued,
or reacquired Common Stock.

         If an Option or Stock Purchase  Right expires or becomes  unexercisable
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 has  terminated).  In  addition,  if  Shares  of  Restricted  Stock are
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) Administration.  The Plan shall be administered by (i) the Board or
(ii) a Committee  designated by the Board,  which Committee shall be constituted
to satisfy  Applicable  Laws. Once appointed,  such Committee shall serve in its
designated  capacity  until  otherwise  directed  by the  Board.  The  Board may
increase  the size of the  Committee  and  appoint  additional  members,  remove
members  (with or without  cause) and  substitute  new members,  fill  vacancies
(however  caused),  and  remove  all  members of the  Committee  and  thereafter
directly administer the Plan, all to the extent permitted by Applicable Laws.

         (b) Powers of the Administrator. Subject to the provisions of the Plan,
and in the case of a Committee,  subject to the specific duties delegated by the
Board to such  Committee,  the  Administrator  shall have the authority,  in its
discretion:

                  (i) to determine the Fair Market Value of the Common Stock, in
accordance with Section 2(l) of the Plan;

                  (ii) to select the  Consultants  and Employees to whom Options
and Stock Purchase Rights may be granted hereunder;

                  (iii) to  determine  whether  and to what  extent  Options and
Stock Purchase Rights or any combination thereof, are granted hereunder;

                  (iv) to  determine  the number of shares of Common Stock to be
covered by each Option and Stock Purchase Right granted hereunder;

                  (v) to approve forms of agreement for use under the Plan;


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                  (vi) to determine the terms and conditions,  not  inconsistent
with the  terms of the Plan,  of any award  granted  hereunder.  Such  terms and
conditions  include,  but are not limited to, the  exercise  price,  the time or
times when Options or Stock Purchase Rights may be exercised (which may be based
on  performance  criteria),  any vesting  acceleration  or waiver of  forfeiture
restrictions,  and any  restriction or limitation  regarding any Option or Stock
Purchase  Right or the shares of Common Stock  relating  thereto,  based in each
case on  such  factors  as the  Administrator,  in its  sole  discretion,  shall
determine;

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

                  (viii) to prescribe,  amend and rescind rules and  regulations
relating to the Plan,  including  rules and  regulations  relating to  sub-plans
established  for the purpose of qualifying  for  preferred  tax treatment  under
foreign tax laws;

                  (ix) to modify or amend each  Option or Stock  Purchase  Right
(subject to Section 15(b) of the Plan), including the discretionary authority to
extend the post-termination exercisability period of Options;

                  (x) to  authorize  any  person  to  execute  on  behalf of the
Company  any  instrument  required  to  effect  the  grant of an Option or Stock
Purchase Right previously granted by the Administrator;

                  (xi) to make all  other  determinations  deemed  necessary  or
advisable for administering the Plan.

         (c) Effect of Administrator's Decision. The Administrator's  decisions,
determinations and  interpretations  shall be final and binding on all Optionees
and any other holders of Options or Stock Purchase Rights.

     5. Eligibility. Nonstatutory Stock Options and Stock Purchase Rights may be
granted to Employees  and  Consultants.  If otherwise  eligible,  an Employee or
Consultant who has been granted an Option or Stock Purchase Right may be granted
additional  Options or Stock Purchase  Rights.  Notwithstanding  anything to the
contrary  contained  in the Plan,  Option and Stock  Purchase  Rights may not be
granted to officers or Directors under this Plan.

     6. Limitations.  Neither the Plan nor any Option  or Stock  Purchase  Right
shall  confer  upon an  Optionee  any  right  with  respect  to  continuing  the
Optionee's  employment or consulting  relationship  with the Company,  nor shall
they  interfere in any way with the Optionee's  right or the Company's  right to
terminate  such  employment  or  consulting  relationship  at any time,  with or
without cause.

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     7. Term of Plan.  The Plan shall become  effective upon its adoption by the
Board.  It shall  continue in effect until  terminated  under  Section 15 of the
Plan.

     8. Term of Option. The term of each Option shall be stated in the Notice of
Grant.

     9. Option Exercise Price and Consideration.

         (a) Exercise  Price.  The per share exercise price for the Shares to be
issued   pursuant  to  exercise  of  an  Option  shall  be   determined  by  the
Administrator.

         (b)  Waiting  Period  and  Exercise  Dates.  At the time an  Option  is
granted,  the Administrator  shall fix the period within which the Option may be
exercised and shall determine any conditions  which must be satisfied before the
Option may be exercised.

         (c)  Form of  Consideration.  The  Administrator  shall  determine  the
acceptable form of consideration for exercising an Option,  including the method
of payment. Such consideration may consist entirely of:

                  (i) cash;

                  (ii) check;

                  (iii) promissory note;

                  (iv)  other  Shares  which (A) in the case of Shares  acquired
upon  exercise of an option,  have been owned by the  Optionee for more than six
months on the date of surrender, and (B) have a Fair Market Value on the date of
surrender  equal to the aggregate  exercise price of the Shares as to which said
Option shall be exercised;

                  (v) 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 Option and  delivery to
the Company of the sale or loan proceeds required to pay the exercise price;

                  (vi) a reduction in the amount of any Company liability to the
Optionee,  including any liability attributable to the Optionee's  participation
in any Company-sponsored deferred compensation program or arrangement;

                  (vii) such other  consideration  and method of payment for the
issuance of Shares to the extent permitted by Applicable Laws; or

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

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     10. Exercise of Option.

         (a) Procedure for Exercise; Rights as a Shareholder. Any Option granted
hereunder  shall be  exercisable  according to the terms of the Plan and at such
times and under such conditions as determined by the Administrator and set forth
in the Option Agreement.

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

                  An Option shall be deemed exercised when the Company receives:
(i) written notice of exercise (in accordance  with the Option  Agreement)  from
the person entitled to exercise the Option, and (ii) full payment for the Shares
with respect to which the Option is  exercised.  Full payment may consist of any
consideration  and  method  of  payment  authorized  by  the  Administrator  and
permitted by the Option  Agreement and the Plan.  Shares issued upon exercise of
an Option  shall be issued in the name of the  Optionee  or, if requested by the
Optionee,  in the name of the  Optionee  and his or her spouse.  Until the stock
certificate  evidencing  such Shares is issued (as evidenced by the  appropriate
entry on the books of the Company or of a duly authorized  transfer agent of the
Company),  no  right to vote or  receive  dividends  or any  other  rights  as a
shareholder shall exist with respect to the Optioned Stock,  notwithstanding the
exercise of the Option.  The  Company  shall issue (or cause to be issued)  such
stock certificate promptly after the Option is exercised.  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.

                  Exercising  an Option in any manner shall  decrease the number
of Shares thereafter 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.

         (b) Termination of Employment. Upon termination of an Optionee's status
as an Employee or Consultant  (other than as a result of the Optionee's death or
Disability),  the Optionee may exercise his or her Option,  but only within such
period  of time  from  the  date of such  termination  as is  determined  by the
Administrator and, unless determined otherwise by the Administrator, only to the
extent  that  the  Optionee  was  entitled  to  exercise  it at the date of such
termination  (but in no  event  later  than the  expiration  of the term of such
Option as set forth in the Option  Agreement).  To the extent that  Optionee was
not entitled to exercise an Option at the date of such  termination,  and to the
extent that the Optionee does not exercise such Option (to the extent  otherwise
so entitled) within the time specified herein,  the Option shall terminate,  and
the Shares covered by such Option shall revert to the Plan.

         Notwithstanding  the  above,  in the event of an  Optionee's  change in
status from  Consultant to Employee or Employee to  Consultant,  the  Optionee's
status as an Employee or Consultant shall not automatically  terminate solely as
a result of such change in status.

         (c) Disability of Optionee. Upon termination of an Optionee's status as
an Employee or Consultant as a result of the Optionee's Disability, the Optionee
may  exercise  his or her  Option,

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but only  within six (6) months or such time period as the  Administrator  shall
specify from the date of such termination,  and, unless determined  otherwise by
the Administrator, only to the extent that the Optionee was entitled to exercise
it at the date of such termination (but in no event later than the expiration of
the term of such  Option as set forth in the  Option  Agreement).  To the extent
that  Optionee  was not  entitled  to  exercise  an  Option  at the date of such
termination,  and to the extent that the Optionee  does not exercise such Option
(to the extent  otherwise so entitled)  within the time  specified  herein,  the
Option shall  terminate,  and the Shares  covered by such Option shall revert to
the Plan.

         (d)  Death of  Optionee.  In the  event  of an  Optionee's  death,  the
Optionee's  estate or a person who  acquired  the right to exercise the deceased
Optionee's  Option by bequest or inheritance  may exercise the Option,  but only
within six (6) months or such time  period as the  Administrator  shall  specify
following  the  date  of  death,  and,  unless   determined   otherwise  by  the
Administrator,  only to the extent that the Optionee was entitled to exercise it
at the date of death (but in no event later than the  expiration  of the term of
such Option as set forth in the Option  Agreement).  To the extent that Optionee
was not  entitled to exercise an Option at the date of death,  and to the extent
that the  Optionee's  estate or a person who acquired the right to exercise such
Option does not  exercise  such  Option (to the extent  otherwise  so  entitled)
within the time specified  herein,  the Option shall  terminate,  and the Shares
covered by such Option shall revert to the Plan.

     11. Stock Purchase Rights.

         (a) Rights to  Purchase.  Stock  Purchase  Rights may be issued  either
alone,  in addition  to, or in tandem with other awards  granted  under the Plan
and/or cash awards made outside of the Plan. After the Administrator  determines
that it will offer Stock  Purchase  Rights  under the Plan,  it shall advise the
offeree in writing, by means of a Notice of Grant, of the terms,  conditions and
restrictions  related to the  offer,  including  the  number of Shares  that the
offeree  shall be entitled to purchase,  the price to be paid (which price shall
not be less than the per value of the Company's  Common Stock,  as adjusted from
time  to  time,  and  the  minimum  price  permitted  by  the  Delaware  General
Corporation  Law), and the time within which the offeree must accept such offer.
The  offer  shall be  accepted  by  execution  of a  Restricted  Stock  Purchase
Agreement in the form determined by the Administrator.

         (b) Repurchase Option.  Unless the Administrator  determines otherwise,
the  Restricted  Stock Purchase  Agreement  shall grant the Company a repurchase
option  exercisable  upon  the  voluntary  or  involuntary  termination  of  the
purchaser's  employment  with the  Company  for any reason  (including  death or
Disability).   The  purchase  price  for  Shares  repurchased  pursuant  to  the
Restricted  Stock  Purchase  Agreement  shall be the original  price paid by the
purchaser and may be paid by cancellation  of any  indebtedness of the purchaser
to the Company.  The repurchase  option shall lapse at a rate  determined by the
Administrator.

         (c) Other  Provisions.  The Restricted  Stock Purchase  Agreement shall
contain such other terms,  provisions and conditions not  inconsistent  with the
Plan as may be determined by the

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Administrator in its sole discretion.  In addition, the provisions of Restricted
Stock Purchase Agreements need not be the same with respect to each purchaser.

         (d)  Rights  as  a  Shareholder.  Once  the  Stock  Purchase  Right  is
exercised,  the  purchaser  shall  have  the  rights  equivalent  to  those of a
shareholder, and shall be a shareholder when his or her purchase is entered upon
the records of the duly authorized  transfer agent of the Company. No adjustment
will be made for a dividend or other right for which the record date is prior to
the date the Stock Purchase Right is exercised, except as provided in Section 13
of the Plan.

     12.  Non-Transferability of Options and Stock Purchase Rights. An Option or
Stock  Purchase  Right  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, only by the Optionee.

     13.  Adjustments  Upon Changes in  Capitalization,  Dissolution,  Merger or
Asset Sale.

         (a) Changes in  Capitalization.  Subject to any required  action by the
shareholders  of the Company,  the number of shares of Common  Stock  covered by
each  outstanding  Option and Stock Purchase Right,  and the number of shares of
Common Stock 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,  as well as the price per share of Common Stock 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 of Common
Stock  resulting  from a stock  split,  reverse  stock  split,  stock  dividend,
combination or  reclassification  of the Common Stock,  or any other increase or
decrease in the number of issued shares of Common Stock effected without receipt
of  consideration  by the Company;  provided,  however,  that  conversion of any
convertible securities of the Company 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 Company of shares of
stock of any class, or securities convertible into 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 of  Common  Stock  subject  to an Option or Stock
Purchase Right.

         (b)  Dissolution  or   Liquidation.   In  the  event  of  the  proposed
dissolution or liquidation of the Company,  the Administrator  shall notify each
Optionee as soon as  practicable  prior to the  effective  date of such proposed
transaction.  The Administrator in its discretion may provide for an Optionee to
have the right to exercise  his or her Option  until ten (10) days prior to such
transaction as to all of the Optioned Stock covered thereby, including Shares as
to which the  Option  would not  otherwise  be  exercisable.  In  addition,  the
Administrator  may provide that any Company  repurchase option applicable to any
Shares  purchased  upon exercise of an Option shall lapse as to all such Shares,
provided the proposed  dissolution or liquidation takes place at the time and in
the manner 

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contemplated. To the extent it has not been previously exercised, an Option will
terminate immediately prior to the consummation of such proposed action.

         (c) Merger or Asset Sale.  In the event of a merger of the Company with
or into another  corporation,  or the sale of substantially all of the assets of
the Company, each outstanding Option and Stock Purchase Right will be assumed or
an equivalent  option or right  substituted  by the successor  corporation  or a
Parent or Subsidiary of the successor corporation (the "Successor Corporation"),
unless the Successor  Corporation refuses to assume or substitute for the Option
or Stock  Purchase  Right,  in which case the  Optionee  shall have the right to
exercise the Option or Stock  Purchase  Right as to all of the  Optioned  Stock,
including Shares as to which it would not otherwise be exercisable. If an Option
or Stock Purchase Right is exercisable in lieu of assumption or  substitution in
the event of a merger or sale of  assets,  the  Administrator  shall  notify the
Optionee that the Option or Stock Purchase Right shall be fully  exercisable for
a period of thirty  (30) days from the date of such  notice,  and the  Option or
Stock Purchase Right shall terminate upon the expiration of such period. For the
purposes  of this  paragraph,  the  Option  or  Stock  Purchase  Right  shall be
considered  assumed if,  following  the merger or sale of assets,  the option or
right confers the right to purchase or receive, for each Share of Optioned Stock
subject to the Option or Stock Purchase Right immediately prior to the merger or
sale of assets,  the consideration  (whether stock, cash, or other securities or
property)  received  in the merger or sale of assets by holders of Common  Stock
for each Share held on the  effective  date of the  transaction  (and if holders
were offered a choice of consideration,  the type of consideration chosen by the
holders of a majority of the outstanding  Shares);  provided,  however,  that if
such  consideration  received  in the  merger or sale of assets  was not  solely
Common Stock of the  Successor  Corporation,  the  Administrator  may,  with the
consent  of the  Successor  Corporation,  provide  for the  consideration  to be
received upon the exercise of the Option or Stock Purchase Right, for each Share
of Optioned  Stock subject to the Option or Stock Purchase  Right,  to be solely
Common Stock of the Successor  Corporation equal in fair market value to the per
share consideration received by holders of Common Stock in the merger or sale of
assets.

     14. Date of Grant.  The date of grant of an Option or Stock  Purchase Right
shall  be,  for all  purposes,  the date on which  the  Administrator  makes the
determination  granting such Option or Stock Purchase Right, or such other later
date as is determined by the Administrator. Notice of the determination shall be
provided to each Optionee within a reasonable time after the date of such grant.

     15. Amendment and Termination of the Plan.

         (a) Amendment and Termination.  The Board may at any time amend, alter,
suspend or terminate the Plan.

         (b) Effect of  Amendment  or  Termination.  No  amendment,  alteration,
suspension or  termination  of the Plan shall impair the rights of any Optionee,
unless mutually  agreed  otherwise

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between the Optionee and the  Administrator,  which agreement must be in writing
and signed by the Optionee and the Company.

     16. Conditions Upon Issuance of Shares.

         (a)  Legal  Compliance.  Shares  shall not be  issued  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  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,  Applicable  Laws,  and the  requirements  of any stock
exchange or quotation system upon which the Shares may then be listed or quoted,
and shall be further  subject to the  approval of counsel  for the Company  with
respect to such compliance.

         (b)  Investment  Representations.  As a condition to the exercise of an
Option or Stock Purchase  Right,  the Company may require the person  exercising
such Option or Stock  Purchase Right 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.

     17. Liability of Company.  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.

     18. Reservation of Shares. The Company,  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.


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