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 other country or
jurisdiction where Options or Stock Purchase Rights are granted
under the Plan.

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

          (d)  "Change in Control Event" means (i) a merger,
reorganization or sale of all or substantially all of the assets of
the Company in which the shareholders of the Company immediately
prior to the transaction possess less than 50% of the voting power
of the surviving entity (or its parent) immediately after the
transaction, or (ii) any transaction or series of related
transactions by which voting securities representing the right to
elect a majority of the Company's Board of Directors are
transferred to a single person or to a group of persons acting in
concert with respect to electing directors of the Company.

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

          (f)  "Committee" means a committee of Directors appointed
by the Board in accordance with Section 4 hereof.

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

          (h)  "Company" means 1Vue Network Corporation, a Delaware
corporation.

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

          (j)  "Director" means a member of the Board of Directors
of the Company.

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

          (l)  "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.

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

          (n)  "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.

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

          (p)  "Nonstatutory Stock Option" means an Option not
intended to qualify as an Incentive Stock Option.

          (q)  "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.

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

          (s)  "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.

          (t)  "Option Exchange Program" means a program whereby
outstanding Options are exchanged for Options with a lower
exercise price.

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

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

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

          (x)  "Plan" means this 1999 Stock Plan.

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

          (z)  "Service Provider" means an Employee, Director or
Consultant.

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

         (bb) "Stock Purchase Right" means a right to purchase Common
Stock pursuant to Section 11 below.

         (cc) "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
2,000,000 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, or is
surrendered pursuant to an Option Exchange Program, the
unpurchased Shares which were subject thereto shall become
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)  Administrator.  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(e) 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 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 which 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 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

                    (1)  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
110% of the Fair Market Value per Share on the date of grant.

                    (2)  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

                    (1)  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 grant.

                    (2)  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

          (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 addition, provided a public
market for the Company's stock exists, the Optionee may pay the
exercise price of an Option (i) through a "same-day sale"
commitment from the Optionee and a broker-dealer that is a member
of the National Association of Securities Dealers, Inc. (an "NASD
Dealer") whereby the Optionee irrevocably elects to exercise the
Option and to sell a portion of the Shares so purchased to pay
for the exercise price, and whereby the NASD Dealer irrevocably
commits upon receipt of such Shares to forward the exercise price
directly to the Company, or (ii) through a "margin" commitment
from the Optionee and an NASD Dealer whereby the Optionee
irrevocably elects to exercise the Option and to pledge the
Shares so purchased to the NASD Dealer in a margin account as
security for a loan from the NASD Dealer in the amount of the
exercise price, and whereby the NASD Dealer irrevocably commits
upon receipt of such Shares to forward the exercise price
directly to the Company.  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 Shareholder.
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.  Except
in the case of Options granted to Officers, Directors and
Consultants, Options shall become exercisable at a rate of no
less than 20% per year over five (5) years from the date the
Options are granted, as determined by the Administrator.  Unless
the Administrator provides otherwise, vesting of Options granted
hereunder to Officers and Directors 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 shareholder 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.

          (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 two (2) 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 (of at least six (6)
months) 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, 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 (of at least six (6)
months) to the extent that the Option is vested on 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) by the
Optionee's estate or by a person who acquires the right to
exercise the Option by bequest or inheritance.  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, the Optionee is not
vested as to the entire Option, the Shares covered by the
unvested portion of the Option shall immediately revert to the
Plan.  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.
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, 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
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 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.  Except with
respect to Shares purchased by Officers, Directors and
Consultants, the repurchase option shall in no case lapse at a
rate of less than 20% per year over five (5) 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.

         (d)  Rights as a Shareholder.  Once the Stock Purchase
Right is exercised, the purchaser shall have 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 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, Changes in
Control.

          (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 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 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.
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 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 or Stock Purchase
Right until fifteen (15) days prior to such transaction as to all
of the Optioned Stock covered thereby, including Shares as to which
the Option or Stock Purchase Right 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 Right will terminate immediately prior to the
consummation of such proposed action.

        (c)  Change in Control Event.  In the event of a Change in
Control Event, 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.  If a Change in Control Event occurs prior
to the date on which the Optionee ceases to be a Service Provider
and the successor corporation refuses to assume or substitute for
the Option or Stock Purchase Right, an additional 25% of the
Shares subject to the Option or Stock Purchase Right shall vest
on the date of the Change in Control Event, provided that
additional Shares shall not cause the cumulative number of vested
Shares to exceed 75% of the total number of Shares subject to the
Option or Stock Purchase Right.  If a Change in Control Event
occurs prior to the date on which the Optionee ceases to be a
Service Provider and the successor corporation does assume or
substitute for the Option or Stock Purchase Right but the
Optionee involuntarily ceases to be a Service Provider within 12
months after the Change in Control Event, an additional 25% of
the Shares subject to the Option or Stock Purchase Right shall
vest on the date of the Optionee ceases to be a Service Provider,
provided that additional Shares shall not cause the cumulative
number of vested Shares to exceed 75% of the total number of
Shares subject to the Option or Stock Purchase Right.  If
additional Shares under an Option or Stock Purchase Right become
vested and exercisable in lieu of assumption or substitution in
the event of a Change in Control Event, the Administrator shall
notify the Optionee in writing or electronically that additional
Shares under the Option or Stock Purchase Right shall be
exercisable for a period of fifteen (15) 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 Change in Control Event, 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 Change in Control Event,
the consideration (whether stock, cash, or other securities or
property) received in the Change in Control Event 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 Change in Control Event 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 Change
in Control Event.

     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 Service Provider 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.

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

          (b)  Shareholder Approval.  The Board shall obtain
shareholder 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 Shares.

          (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.  Shareholder Approval.  The Plan shall be subject to
approval by the shareholders of the Company within twelve (12) months
after the date the Plan is adopted.  Such shareholder approval
shall be obtained in the degree and manner required under
Applicable Laws.

     19.  Information to Qptionees and Purchasers.  The Company shall
provide to each Optionee and to each individual who acquires
Shares pursuant to the Plan, 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.
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