Exhibit 4.6

                                 FIRST AMENDMENT

                                       OF

                         T.SQWARE, INC. 1997 STOCK PLAN

     THIS  INSTRUMENT is made as of the 30th of June,  2000,  by T.Sqware,  Inc.
(the "Company").

WITNESSETH

     WHEREAS,  the Company  maintains  the  T.Sqware,  Inc. 1997 Stock Plan (the
"Plan");

     WHEREAS,  pursuant  to Section  14(a) of the Plan,  the Plan may be amended
from time to time; and

     WHEREAS,  the Company wishes to amend the Plan, effective June 30, 2000, to
make certain administrative clarifications.

     NOW, THEREFORE, the Plan is amended effective, June 30, 2000, as follows:

     1.   Section 9 is amended by adding the following new section:

     (f) CONVERSION TO GLOBESPAN,  INC.  Notwithstanding anything else contained
herein to the contrary,  all options  granted under the Plan for Optioned  Stock
are hereby  converted  to options  for common  stock of  GlobeSpan,  Inc.,  at a
conversion  ratio of .067328  shares of  GlobeSpan,  Inc.  common stock for each
share of Optioned Stock to be received.

     2.   Section 14(a) is deleted and replaced as follows:

     (a)  Amendment  and  Termination.  The Board may at any time amend,  alter,
suspend or terminate the Plan or the  T.Sqware,  Inc. 1997 Stock Option Plan for
French Employees, which was created by the Board as a sub-plan under the Plan.


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     IN WITNESS WHEREOF, the Company has caused this Amendment to be executed as
of the date first noted above.

                                      T.SQWARE, INC.


                                By:    /s/ ARMANDO GEDAY
                                   ---------------------------------
                                     Armando Geday
                                     President and Chief Executive
                                     Officer


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                                 T.SQWARE, INC.

                                 1997 STOCK PLAN


     1.   PURPOSES OF THE PLAN. The purposes of this Stock Plan are to attract
and  retain  the  best   available   personnel  for  positions  of   substantial
responsibility,  to provide  additional  incentive to  Employees,  Directors and
Consultants  and to promote  the  success  of the  Company's  business.  Options
granted  under the Plan may be Incentive  Stock  Options or  Nonstatutory  Stock
Options, as determined by the Administrator at the time of grant. Stock Purchase
Rights may also 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 hereof

          (b) "APPLICABLE   LAWS"  means  the  requirements   relating  to  the
administration  of stock  option plans under U.S.  state  corporate  laws,  U.S.
federal and state  securities  laws,  the Code,  any stock exchange or quotation
system on which the Common Stock is listed or quoted and the applicable  laws of
any foreign country or jurisdiction  where Options of Stock Purchase Rights are
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 of Directors  appointed by the Board
in accordance with Section 4 hereof

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

          (g) "COMPANY" means T.SQWARE, INC., a Delaware corporation.

          (h) "CONSULTANT" means any person who is engaged by the Company or any
Parent or Subsidiary to render consulting or advisory services to such entity.

          (i) "DIRECTOR"  means a  member  of the  Board  of  Directors  of the
Company.


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          (j) "EMPLOYEE"  means any person,  including  Officers and Directors,
employed by the Company or any Parent or  Subsidiary  of the Company.  A Service
Provider  shall  not  cease to be an  Employee  in the case of (i) any  leave of
absence  approved  by the Company or (ii)  transfers  between  locations  of the
Company or between the Company,  its Parent,  any Subsidiary,  or any successor.
For purposes of Incentive  Stock Options,  no such leave may exceed ninety days,
unless  reemployment  upon  expiration of such leave is guaranteed by statute or
contract.  If reemployment upon expiration of a leave of absence approved by the
Company is not so guaranteed, on the 181st day of such leave any Incentive Stock
Option  held by the  Optionee  shall cease to be treated as an  Incentive  Stock
Option and shall be treated for tax  purposes as a  Nonstatutory  Stock  Option.
Neither  service as a Director  nor payment of a  director's  fee by the Company
shall be sufficient to constitute "employment" by the Company.

          (k) "EXCHANGE  ACT" means the  Securities  Exchange  Act of 1934,  as
amended.

          (l) "FAIR MARKET  VALUE"  means,  as of any date,  the value of Common
Stock determined as follows:

               (i) If the  Common  Stock  is  listed  on any  established  stock
exchange or a national market system,  including  without  limitation the Nasdaq
National Market or The Nasdaq  SmallCap  Market of The Nasdaq Stock Market,  its
Fair  Market  Value  shall be 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;

               (ii) If the  Common  Stock is  regularly  quoted by a  recognized
securities  dealer but selling  prices are not  reported,  its Fair Market Value
shall be the mean between the high bid and low asked prices for the Common Stock
on the last market trading day prior to the day of determination; or

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

          (m) "INCENTIVE STOCK OPTION" means an Option intended to qualify as an
incentive stock option within the meaning of Section 422 of the Code.

          (n) "NONSTATUTORY  STOCK  OPTION"  means an Option  not  intended  to
qualify as an Incentive Stock Option.

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


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<PAGE>


          (p) "OPTION"  means a stock option  granted  pursuant to the Plan.

          (q) "OPTION AGREEMENT" means a written or electronic 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.

          (r) "OPTION  EXCHANGE  PROGRAM"  means a program  whereby  outstanding
Options are exchanged for Options with a lower exercise price.

          (s) "OPTIONED  STOCK" means the Common Stock subject to an Option or a
Stock Purchase Right.

          (t) "OPTIONEE"  means the  holder of an  outstanding  Option or Stock
Purchase Right granted under the Plan.

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

          (v) "PLAN" means this 1997 Stock Plan.

          (w) "RESTRICTED  STOCK" means shares of Common Stock acquired pursuant
to a grant of a Stock Purchase Right under Section 11 below.

          (x) "SECTION 16(b)" means Section 16(b) of the Securities Exchange Act
of 1934, as amended.

          (y) "SERVICE PROVIDER" means an Employee, Director or Consultant.

          (z) "SHARE"  means  a share  of the  Common  Stock,  as  adjusted  in
accordance with Section 12 below.

          (aa) "STOCK  PURCHASE  RIGHT"  means a right to purchase  Common Stock
pursuant to Section 11 below.

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

     3.   STOCK  SUBJECT TO THE PLAN.  Subject to the  provisions of Section 12
of the Plan,  the  maximum  aggregate  number of Shares  which may be subject to
option and sold under the Plan is 1,320,715 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, or is surrendered  pursuant to an Option
Exchange Program, the unpurchased Shares which were subject thereto shall become


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<PAGE>

available  for  future  grant  or sale  under  the  Plan  (unless  the  Plan has
terminated). However, Shares that have actually been issued under the Plan, upon
exercise of either an Option or Stock Purchase  Right,  shall not be returned to
the Plan and shall not become available for future  distribution under the Plan,
except  that 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) The  Plan  shall  be  administered  by the  Board  or a  Committee
appointed by the Board,  which  Committee  shall be  constituted  to comply with
Applicable Laws.

          (b) POWERS OF THE ADMINISTRATOR. Subject to the provisions of the Plan
and, in the case of a Committee,  the specific duties  delegated by the Board to
such  Committee,  and subject to the approval of any relevant  authorities,  the
Administrator shall have the authority in its discretion:

               (i) to determine the Fair Market Value;

               (ii) to select the Service  Providers  to whom  Options and Stock
Purchase Rights may from time to time be granted hereunder;

               (iii) to  determine  the  number of Shares to be  covered by each
such award granted hereunder;

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

               (v) to determine the terms and conditions, of any Option or Stock
Purchase Right 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 Common Stock
relating thereto,  based in each case on such factors as the  Administrator,  in
its sole discretion, shall determine;

               (vi) to determine whether and under what circumstances an Option
may be settled in cash under subsection 9(f) instead of Common Stock;

               (vii) to  reduce  the  exercise  price of any  Option to the then
current Fair Market  Value if the Fair Market Value of the Common Stock  covered


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<PAGE>

by such Option has declined since the date the Option was granted;

               (viii) to initiate an Option Exchange Program;

               (ix) 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;

               (x) to allow Optionees to satisfy  withholding tax obligations by
electing to have the Company withhold from the Shares to be issued upon exercise
of an Option or Stock  Purchase Right that number of Shares having a Fair Market
Value equal to the amount required to be withheld.  The Fair Market Value of the
Shares to be withheld  shall be determined on the date that the amount of tax to
be withheld is to be  determined.  All  elections  by  Optionees  to have Shares
withheld for this purpose shall be made in such form and under such  conditions
as the Administrator may deem necessary or advisable; and

               (xi) to construe and  interpret  the terms of the Plan and awards
granted pursuant to the Plan.

          (c) EFFECT OF ADMINISTRATOR'S DECISION. All decisions,  determinations
and  interpretations  of the  Administrator  shall be final and  binding  on all
Optionees.

     5.   ELIGIBILITY.

          (a)  Nonstatutory  Stock  Options  and Stock  Purchase  Rights  may be
granted to Service  Providers.  Incentive  Stock  Options may be granted only to
Employees.

          (b) Each Option shall be designated in the Option  Agreement as either
an  Incentive   Stock  Option  or  a   Nonstatutory   Stock   Option.   However,
notwithstanding  such designation,  to the extent that the aggregate Fair Market
Value  of  the  Shares  with  respect  to  which  Incentive  Stock  Options  are
exercisable  for the first time by the Optionee  during any calendar year (under
all plans of the Company and any Parent or Subsidiary)  exceeds  $100,000,  such
Options shall be treated as  Nonstatutory  Stock  Options.  For purposes of this
Section 5(b),  Incentive  Stock Options shall be taken into account in the order
in witch  they  were  granted.  The Fair  Market  Value of the  Shares  shall be
determined as of the time the Option with respect to such Shares is granted.

          (c)  Neither  the Plan nor any Option or Stock  Purchase  Right  shall
confer upon any  Optionee any right with respect to  continuing  the  Optionee's
relationship as a Service  Provider with the Company,  nor shall it interfere in
any  way  with  his or her  right  or the  Company's  right  to  terminate  such


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<PAGE>


relationship at any time, with or without cause.

     6. TERM OF PLAN.  The Plan shall become  effective upon its adoption by the
Board.  It shall  continue in effect  ------------  for a term of ten (10) years
unless sooner terminated under Section 14 of the Plan.

     7. TERM OF OPTION.  The term of each  Option  shall be stated in the Option
Agreement;  provided, however, that the term shall be no more than ten (10)years
from the date of grant thereof. In the case of an Incentive Stock Option granted
to an Optionee who, at the time the Option is granted,  owns stock  representing
more than ten percent  (10%) of the voting  power of all classes of stock of the
Company or any Parent or  Subsidiary,  the term of the Option  shall be five (5)
years  from the date of grant or such  shorter  term as may be  provided  in the
Option Agreement.

     8. OPTION EXERCISE PRICE AND CONSIDERATION.

          (a) The per  share  exercise  price for the  Shares to be issued  upon
exercise of an Option shall be such price as is determined by the Administrator,
but shall be subject to the following:

               (i)  In the case of an Incentive Stock Option

                    (A) granted to an Employee who, at the time of grant of such
Option,  owns stock  representing  more than ten percent (10%) of the voting
power of all  classes of stock of the Company or any Parent or  Subsidiary,  the
exercise  price shall be no less than I I 0% of the Fair Market  Value per Share
on the date of grant.

                    (B) granted to any other  Employee,  the per Share  exercise
price shall be no less than 100% of the Fair Market  Value per Share on the date
of grant.

               (ii) In the case of a Nonstatutory Stock Option

                    (A) granted to a Service  Provider who, at the time of grant
of such  Option,  owns stock  representing  more than ten  percent  (10%) of the
voting power of all classes of stock of the Company or any Parent or Subsidiary,
the exercise price shall be no less than 110% of the Fair Market Value per Share
on the date of the grant.

                    (B)  granted to any other  Service  Provider,  the per Share
exercise  price shall be no less than 85% of the Fair Market  Value per Share on
the date of grant.

               (iii) Notwithstanding the foregoing,  Options may be granted with
a per Share  exercise price other than as required above pursuant to a merger or
other corporate transaction.


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<PAGE>

          (b) The consideration to be paid for the Shares to be issued upon
exercise of an Option, including the method of payment, shall be determined by
the Administrator (and, in the case of an Incentive Stock Option, shall be
determined at the time of grant). Such consideration may consist of (1) cash,
(2) check, (3) promissory note, (4) other Shares which (x) 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 (y) have a Fair Market Value on
the date of surrender equal to the aggregate exercise price of the Shares as to
which such Option shall be exercised, (5) consideration received by the Company
under a cashless exercise program implemented by the Company in connection with
the Plan, or (6) any combination of the foregoing methods of payment. In making
its determination as to the type of consideration to accept, the Administrator
shall consider if acceptance of such consideration may be reasonably expected to
benefit the Company.

     9.   EXERCISE OF OPTION.

          (a)  PROCEDURE  FOR  EXERCISE:  RIGHTS AS A  STOCKHOLDER.  Any  Option
granted  hereunder  shall be  exercisable  according to the terms hereof at such
times and under such conditions as determined by the Administrator and set forth
in the Option Agreement, but in no case at a rate of less than 20% per year over
five (5) years from the date the  Option is  granted.  Unless the  Administrator
provides otherwise,  vesting of Options granted hereunder shall be tolled during
any unpaid leave of absence.  An Option may not be exercised for a fraction of a
Share.

          An Option shall be deemed  exercised  when the Company  receives:  (i)
written  or  electronic  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 Shares are 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  Stockholder  shall exist
with  respect to the Shares,  notwithstanding  the  exercise of the Option.  The
Company  shall  issue (or cause to be issued)  such  Shares  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 Shares are issued,  except as
provided in Section 12 of the Plan.

          Exercise of an Option in any manner  shall result in a decrease in 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.


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<PAGE>


          (b) TERMINATION OF RELATIONSHIP AS A SERVICE PROVIDER.  If an Optionee
ceases to be a Service  Provider,  such  Optionee may exercise his or her Option
within such period of time as is specified in the Option  Agreement (of at least
thirty  (30)  days) to the  extent  that the  Option  is  vested  on the date of
termination (but in no event later than the expiration of the term of the Option
as set forth in the Option Agreement). In the absence of a specified time in the
Option  Agreement,  the Option  shall  remain  exercisable  for three (3) months
following  the  Optionee's  termination.  If,  on the date of  termination,  the
Optionee is not vested as to his or her entire Option, the Shares covered by the
unvested portion of the Option shall revert to the Plan. If, after  termination,
the Optionee  does not exercise his or her Option  within the time  specified by
the  Administrator,  the Option shall terminate,  and the Shares covered by such
Option shall revert to the Plan.

          (c) DISABILITY  OF  OPTIONEE.  If an Optionee  ceases to be a Service
Provider as a result of the Optionee's Disability, the Optionee may exercise his
or her Option within such period of time as is specified in the Option Agreement
to the extent the Option is vested on the date of  termination  (but in no event
later than the  expiration of the term of such Option as set forth in the Option
Agreement).  In the absence of a  specified  time in the Option  Agreement,  the
Option shall remain  exercisable for twelve (12) months following the Optionee's
termination. If such disability is not a "disability" as such term is defined in
Section  22(e)(')) of the Code,  in the case of an  Incentive  Stock Option such
Incentive Stock Option shall  automatically  cease to be treated as an Incentive
Stock  Option and shall be treated  for tax  purposes  as a  Nonstatutory  Stock
Option on the day three months and one day following  such  termination.  If, on
the date of  termination,  the  Optionee  is not  vested as to his or her entire
Option, the Shares covered by the unvested portion of the Option shall revert to
the Plan.  If,  after  termination,  the  Optionee  does not exercise his or her
Option 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.  If an Optionee dies while a Service  Provider,
the Option may be  exercised  within such period of time as is  specified in the
Option  Agreement (but in no event later than the expiration of the term of such
Option as set forth in the Notice of Grant),  by the  Optionee's  estate or by a
person who acquires the night to exercise the Option by bequest or  inheritance,
but only to the extent  that the  Option is vested on the date of death.  In the
absence of a specified  time in the Option  Agreement,  the Option  shall remain
exercisable for twelve (12) months following the Optionee's termination.  If, at
the time of death,  tile Optionee is not vested as to his or her entire  Option,


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the Shares  covered by the  unvested  portion  of the Option  shall  immediately
revert to the Plan. The Option may be exercised by the executor or administrator
of the Optionee's estate or, if none, by the person(s)  entitled to exercise the
Option under the Optionee's will or the laws of descent or distribution.  If the
Option Is not so exercised  within the time specified  herein,  the Option shall
terminate, and the Shares covered by such Option shall revert to the Plan.

          (e) BUYOUT PROVISIONS.  The Administrator may at any time offer to buy
out for a payment in cash or Shares, an Option previously granted, based on such
terms and conditions as the Administrator shall establish and communicate to the
Optionee at the time that such offer is made.

     10.  NON-TRANSFERABILITY  OF OPTIONS AND STOCK PURCHASE RIGHTS. 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, only by the Optionee.

     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  (,ranted  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 or electronically  of the terms,  conditions and restrictions
related to the offer,  including  the number of Shares that such person shall be
entitled  to  purchase,  the price to be paid,  and the time  within  which such
person  must  accept  such  offer.  The terms of the offer  shall  comply in all
respects  with  Section  260.140.42  of  Title  10 of  the  California  Code  of
Regulations.  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  service  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  such  rate  as the
Administrator may determine,  but in no case at a rate of less than 20% per year
over five years from the date of purchase.

          (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  Administrator  in its sole  discretion.


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          (d) RIGHTS AS A STOCKHOLDER.   Once  the  Stock  Purchase  Right  is
exercised,  the purchaser shall have fights equivalent to those of a stockholder
and shall be a stockholder  when his or her purchase is entered upon the records
of the duly  authorized  transfer agent of the Company.  No adjustment  shall 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 12 of
the Plan.

     12.  ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, MERGER OR ASSET SALE.

          (a) CHANGES IN  CAPITALIZATION.  Subject to any required action by the
Stockholders  of the Company,  the number of shares of Common  Stock  covered by
each  outstanding  Option or 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 b%, 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. The 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 tile 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 fight to exercise  his or her Option  until  fifteen (15) 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 or Stock  Purchase Right shall
lapse as to all such Shares,  provided the proposed  dissolution  or liquidation
takes place at the time and in the manner contemplated. To the extent it has not
been  previously  exercised,  an Option or Stock  Purchase  Fight will terminate
immediately prior to the consummation of such proposed action.


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<PAGE>

          (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 shall be assumed
or an equivalent option or right  substituted by the successor  corporation or a
Parent  or  Subsidiary  of the  successor  corporation.  In the  event  that the
successor  corporation  refuses to assume or substitute  for the Option or Stock
Purchase Right,  the Optionee shall fully vest in and 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 vested or exercisable. If an Option
or  Stock  Purchase  Right  becomes  fully  vested  and  exercisable  in lieu of
assumption  or  substitution  in the  event of a merger or sale of  assets,  the
Administrator  shall notify the Optionee in writing or  electronically  that the
Option  or Stock  Purchase  Right  shall be fully  exercisable  for a period  of
fifteen  (I 5) 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 tile outstanding Shares),  provided,  however,  that if
such consideration received in the merger or sale of assets is not solely common
stock of the successor  corporation or its Parent,  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  or its Parent equal in fair market
value to the per share consideration  received by holders of Common Stock in the
merger or sale of assets.

     13.  TIME OF GRANTING OPTIONS AND STOCK PURCHASE  RIGHTS.  The date of
grant of an Option or Stock Purchase Right shall, for all purposes,  be the date
on which the Administrator makes the determination granting such Option or Stock
Purchase Right, or such other date as is determined by the Administrator. Notice
of the  determination  shall be given to each  Employee or Consultant to whom an
Option or Stock Purchase Right is so granted within a reasonable  time after the
date of such grant.

     14.  AMENDMENT AND TERMINATION OF THE PLAN.


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<PAGE>


          (a) AMENDMENT AND TERMINATION. The Board may at any time amend, alter,
suspend or terminate the Plan.

          (b) STOCKHOLDER APPROVAL.  The Board shall obtain stockholder approval
of any Plan  amendment  to the extent  necessary  and  desirable  to comply with
Applicable Laws.

          (c) 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 between the Optionee and the Administrator,
which agreement must be in writing and signed by the Optionee and the Company.
Termination of the Plan shall not affect the Administrator's ability to exercise
the powers granted to it hereunder with respect to Options granted under the
Plan prior to the date of such termination.

     15.  CONDITIONS UPON ISSUANCE OF SHARE.

          (a) LEGAL  COMPLIANCE.  Shares  shall not be  issued  pursuant  to the
exercise of an Option  unless the  exercise of such Option and the  issuance and
delivery of such Shares shall comply with  Applicable  Laws 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,  the  Administrator  may  require the person  exercising  such Option 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.

     16.  INABILITY TO OBTAIN  AUTHORITY.  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.

     17.  RESERVATION OF SHARES. The Company, during the term of this Plan,
shall at all times reserve and keep  available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan.

     18.  STOCKHOLDER  APPROVAL.  The Plan shall be subject to  approval  by the
stockholders of the Company within twelve (12) months after the date the Plan is
adopted.  Such  stockholder  approval shall be obtained in the degree and manner
required under Applicable Laws.

     19.  INFORMATION TO OPTIONEES AND PURCHASERS.  The Company shall provide to
each Optionee and to each  individual who acquires  Shares pursuant to the Plan,


                                       12

<PAGE>

not less  frequently  than annually during the period such Optionee or purchaser
has one or more Options or Stock Purchase Rights  outstanding,  and, in the case
of an individual  who acquires  Shares  pursuant to the Plan,  during the period
such individual owns such Shares,  copies of annual  financial  statements.  The
Company shall not be required to provide such  statements to key employees whose
duties  in  connection  with the  Company  assure  their  access  to  equivalent
information.


                                       13

<PAGE>


                             1997 STOCK OPTION PLAN

                             STOCK OPTION AGREEMENT

     Unless otherwise  defined herein,  the terms defined in the Plan shall have
the same defined meanings in this Option Agreement.

I.   NOTICE OF STOCK OPTION GRANT

[Optionee's Name and Address]


     The  undersigned  Optionee  has been  granted an Option to purchase  Common
Stock of the Company,  subject to the terms and  conditions of the Plan and this
Option Agreement, as follows:

     Grant Number                       _____________________________________

     Date of Grant                      _____________________________________

     Vesting Commencement Date          _____________________________________

     Exercise Price per Share           _____________________________________

     Total Number of Shares Granted     _____________________________________

     Total Exercise Price               _____________________________________

     Type of Option:                    ____ Incentive Stock Option
                                        ____ Nonstatutory Stock Option

     Term/Expiration Date:                      _____________________________

     VESTING SCHEDULE:

     This Option  shall be  exercisable,  in whole or in part,  according to the
following vesting schedule:

     [25% of the Shares subject to the Option shall vest twelve months after the
Vesting  Commencement  Date,  and 1/48 of the Shares subject to the Option shall
vest each month  thereafter,  subject to  Optionee's  continuing to be a Service
Provider on such dates.]

     [25% of the Shares  subject to the  Option  shall be vested on the  Vesting
Commencement  Date,  none of the Shares  subject to the Option shall vest during
the twelve months following the Vesting Commencement Date, and 1/48 of the


                                       1

<PAGE>

Shares  subject  to the  Option  shall  vest on the  date  thirteen  months
following the Vesting  Commencement Date and each month  thereafter,  subject to
Optionee's continuing to be a Service Provider on such dates.]

     TERMINATION PERIOD:

     This Option shall be exercisable  for [_____] months after Optionee  ceases
to be a Service Provider.  Upon Optionee's death or disability,  this Option may
be  exercised  for such longer  period as provided in the Plan.  In no event may
Optionee exercise this Option after the Term/Expiration Date as provided above.

II.  AGREEMENT

     1.   GRANT OF OPTION.  The Plan Administrator of the Company hereby grants
to the Optionee  named in the Notice of Grant (the  "Optionee"),  an option (the
"Option") to purchase the number of Shares set forth in the Notice of Grant,  at
the  exercise  price per Share set forth in the Notice of Grant  (the  "Exercise
Price"),  and  subject  to the  terms  and  conditions  of the  Plan,  which  is
incorporated  herein by reference.  Subject to Section 13(c) of the Plan, in the
event of a conflict between the terms and conditions of the Plan and this Option
Agreement, the terms and conditions of the Plan shall prevail.

          If  designated  in the Notice of Grant as an  Incentive  Stock  Option
("ISO"),  this  Option is intended to qualify as an  Incentive  Stock  Option as
defined in Section 422 of the Code. Nevertheless,  to the extent that it exceeds
the $1 00,000 rule of Code  Section  422(d),  this Option  shall be treated as a
Nonstatutory Stock Option ("NSO").

     2.   EXERCISE OF OPTION.

          (a) RIGHT TO  EXERCISE.  This Option shall be  exercisable  during its
term in accordance with the Vesting  Schedule set out in the Notice of Grant and
with the applicable provisions of the Plan and this Option Agreement.

          (b) METHOD OF EXERCISE.  This Option shall be  exercisable by delivery
of an exercise notice in the form attached as Exhibit A (the "Exercise  Notice")
which shall state the election to exercise the Option, the number of Shares with
respect to which the Option is being exercised,  and such other  representations
and agreements as may be required by the Company.  The Exercise  Notice shall be
accompanied  by  payment of the  aggregate  Exercise  Price as to all  Exercised
Shares.  This Option shall be deemed to be exercised upon receipt by the Company
of such fully executed  Exercise  Notice  accompanied by the aggregate  Exercise
Price.


                                       2

<PAGE>

          No Shares shall be issued pursuant to the exercise of an Option unless
such issuance and such exercise  complies with  Applicable  laws.  Assuming such
compliance,  for in come tax purposes the Shares shall be considered transferred
to the  Optionee on the date on which the Option is  exercised  with  respect to
such Shares.

     3.   OPTIONEE'S  REPRESENTATION. In the  event  the  Shares  have not been
registered under the Securities Act of 1933, as amended, at the time this Option
is exercised, the Optionee shall, if required by the Company,  concurrently with
the exercise of all or any portion of this Option, deliver to the Company his or
her Investment  Representation  Statement in the form attached hereto as Exhibit
B, and shall  read the  applicable  rules of the  Commissioner  of  Corporations
attached to such Investment Representation Statement.

     4.   LOCK-UP  PERIOD.  Optionee  hereby  agrees  that,  if so requested the
Company or any  representative of the underwriters (the "Managing  Underwriter")
in connection  with any  registration  of the offering of any  securities of the
Company under the Securities Act, Optionee shall not sell or otherwise  transfer
any Shares or other securities of the Company during the 180-day period (or such
other  period as may be requested  in writing by the  Managing  Underwriter  and
agreed to in writing by the Company) (the "Market  Standoff  Period")  following
the effective  date of a  registration  statement of the Company filed under the
Securities  Act.  Such  restriction  shall apply only to the first  registration
statement  of the  Company to become  effective  under the  Securities  Act that
includes  securities  to be sold oh behalf of the  Company  to the  public in an
underwritten  public  offering under the Securities  Act. The Company may impose
stop-transfer  instructions with respect to securities  subject to the foregoing
restrictions until the end of such Market Standoff Period.

     5.   METHOD OF PAYMENT.  Payment of the aggregate  Exercise Price shall be
by any of the  following,  or a  combination  thereof,  at the  election  of the
Optionee:

          (a)  cash or check;

          (b)  consideration  received  by the Company  under a formal  cashless
exercise program adopted by the Company in connection with the Plan; or

          (c)  surrender  of  other  Shares  which,  (i) in the  case of  Shares
acquired  upon  exercise of an option,  have been owned by the Optionee for more
than six (6) months on the date of surrender,  and (ii) have a Fair Market Value
on the date of surrender equal to the aggregate  Exercise Price of the Exercised
Shares.

     6.   RESTRICTIONS  ON EXERCISE.  This Option may not be exercised until
such time as the Plan has been approved by the stockholders of the Company,  or
if the issuance of such Shares upon such exercise or the method of payment of


                                       3

<PAGE>

consideration  for such shares would  constitute  a violation of any  Applicable
Law.

     7.   NON-TRANSFERABILITY OF OPTION. This Option may not be transferred in
any manner  otherwise than by will or by the laws of descent or distribution and
may be exercised during the lifetime of Optionee only by Optionee.  The terms of
the  Plan  and this  Option  Agreement  shall  be  binding  upon the  executors,
administrators, heirs, successors and assigns of the Optionee.

     8.   TERM OF OPTION.  This Option may be  exercised  only within the term
set out in the Notice of Grant,  and may be  exercised  during such term only in
accordance with the Plan and the terms of this Option.

     9.   TAX  CONSEQUENCES.  Set forth below is a brief summary as of the date
of this  Option of some of the  federal  tax  consequences  of  exercise of this
Option and  disposition of the Shares.  THIS SUMMARY IS NECESSARILY  INCOMPLETE,
AND THE TAX LAWS AND  REGULATIONS  ARE SUBJECT TO CHANGE.  THE  OPTIONEE  SHOULD
CONSULT A TAX ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.

          (a) EXERCISE OF ISO. If this Option qualifies as an ISO, there will be
no regular  federal  income  tax  liability  upon the  exercise  of the  Option,
although the excess,  if any, of the Fair Market Value of the Shares on the date
of exercise  over the  Exercise  Price will be treated as an  adjustment  to the
alternative minimum tax for federal tax purposes and may subject the Optionee to
the alternative minimum tax in the year of exercise.

          (b) EXERCISE OF  NONSTATUTORY  STOCK  OPTION.  There may be a regular
federal income tax liability  upon the exercise of a Nonstatutory  Stock Option.
The Optionee will be treated as having received  compensation income (taxable at
ordinary income tax rates) equal to the excess, if any, of the Fair Market Value
of the Shares on tile date of exercise over the Exercise  Price.  If Optionee is
an Employee or a former Employee,  the Company will be required to withhold from
Optionee's  compensation  or collect  from  Optionee  and pay to the  applicable
taxing  authorities an amount in cash equal to a percentage of this compensation
income at tile time of exercise, and may refuse to honor the exercise and refuse
to deliver Shares if such  withholding  amounts are not delivered at the time of
exercise.

          (c) DISPOSITION OF SHARES.  In the case of an NSO, if Shares are held
for at least one year,  any gain realized on  disposition  of the Shares will be
treated as long-term  capital gain for federal income tax purposes.  In the case
of an ISO,  if Shares  transferred  pursuant to the Option are held for at least
one year after  exercise and of at least two years after the Date of Grant,  any
gain  realized on  disposition  of the Shares will also be treated as  long-term
capital gain for federal income tax purposes.  If Shares  purchased under an ISO
are  disposed  of within one year after  exercise or two years after the Date of
Grant,  any gain realized on such  disposition  will be treated as  compensation


                                       4

<PAGE>

income (taxable at ordinary income rates) to the extent of the difference
between the Exercise Price and the lesser of (1) the Fair Market Value of the
Shares on tile date of exercise, or (2) the sale price of the Shares. Any
additional gain will be taxed as capital gain, short-term or long-term depending
on the period that the ISO Shares were held.

          (d) NOTICE OF DISQUALIFYING DISPOSITION OF ISO SHARES. If the Option
granted to Optionee herein is an ISO, and if Optionee sells or otherwise
disposes of any of the Shares acquired pursuant to the ISO on or before the
later of (1) the date two years after the Date of Grant, or (2) the date one
year after the date of exercise, the Optionee shall immediately notify the
Company in writing of such disposition. Optionee agrees that Optionee may be
subject to income tax withholding by the Company on the compensation income
recognized by the Optionee.

     10. ENTIRE AGREEMENT; GOVERNMENTAL LAW. The Plan is incorporated herein by
reference. The Plan and this Option Agreement constitute the entire agreement of
the parties with respect to the subject matter hereof and supersede in their
entirety all prior undertakings and agreements of the Company and Optionee with
respect to the subject matter hereof, and may not be modified adversely to the
Optionee's interest except by means of a writing signed by the Company and
Optionee. This agreement is governed by the internal substantive laws but not
the choice of law rules of California.

     11. NO GUARANTEE OF CONTINUED SERVICE. OPTIONEE ACKNOWLEDGES AND AGREES
THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED
ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (NOT THROUGH
THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES
HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE
TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO
NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A
SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL
NOT INTERFERE IN ANY WAY WITH OPTIONEE'S RIGHT OR THE COMPANY'S RIGHT TO
TERMINATE OPTIONEE'S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR
WITHOUT CAUSE.

     Optionee acknowledges receipt of a copy of the Plan and represents that he
or she is familiar with the terms and provisions thereof, and hereby accepts
this Option subject to all of the terms and provisions thereof Optionee has
reviewed the Plan and this Option in their entirety, has had an opportunity to
obtain the advice of counsel prior to executing this Option and fully
understands all provisions of the Option. Optionee hereby agrees to accept as
binding, conclusive and final all decisions or interpretations of the


                                       5

<PAGE>

Administrator upon any questions arising under the Plan or this Option. Optionee
further agrees to notify the Company upon any change in the residence address
indicated below.

OPTIONEE:                               T.SQWARE, INC.

___________________________             _____________________________
Signature                               By

___________________________             _____________________________
Print Name                              Title


___________________________
___________________________
Residence Address


                                       6