SITERA INCORPORATED

                1996 AMENDED AND RESTATED EQUITY INCENTIVE PLAN

                            Adopted December 1, 1996

                      Amended and Restated: June 16, 1999

       Amendment and Restatement Approved by Stockholders: June 16, 1999

                      Plan Termination Date: June 15, 2009


1. PURPOSES.

     (a) Eligible Stock Award Recipients. The persons eligible to receive Stock
Awards are the Employees, Directors and Consultants of the Company and its
Affiliates.

     (b) Available Stock Awards. The purpose of the Plan is to provide a means
by which eligible recipients of Stock Awards may be given an opportunity to
benefit from increases in value of the Common Stock through the granting of the
following Stock Awards: (i) Incentive Stock Options, (ii) Nonstatutory Stock
Options, (iii) stock bonuses and (iv) rights to acquire restricted stock.

     (c) General Purpose. The Company, by means of the Plan, seeks to retain
the services of the group of persons eligible to receive Stock Awards, to
secure and retain the services of new members of this group and to provide
incentives for such persons to exert maximum efforts for the success of the
Company and its Affiliates.

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2. DEFINITIONS.

     (a) "Affiliate" means any parent corporation or subsidiary corporation,
whether now or hereafter existing, as those terms are defined in Sections
424(e) and (f) respectively, of the Code.

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

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

     (d) "Committee" means a Committee appointed by the Board in accordance
with subsection 3(c) of the Plan.

     (e) "Company" means SITERA INCORPORATED, a Delaware corporation.

     (f) "Consultant" means any person, including an advisor, engaged by the
Company or an Affiliate to render consulting services and who is compensated
for such services, provided that the term "Consultant" shall not include
Directors who are paid only a director's fee by the Company or who are not
compensated by the Company for their services as Directors.

     (g) "Continuous Status as an Employee, Director or Consultant" means that
the service of an individual to the Company, whether as an Employee, Director
or Consultant, is not interrupted or terminated. The Board, in its sole
discretion, may determine whether Continuous Status as an Employee, Director or
Consultant shall be considered interrupted in the case of: (i) any leave of
absence approved by the Board, including sick leave, military leave, or any
other personal leave; or (ii) transfers between the Company, Affiliates or
their successors.

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

     (i) "Employee" means any person, including Officers and Directors,
employed by the Company or any Affiliate of the Company. Neither service as a
Director nor payment of a director's fee by the Company shall be sufficient to
constitute "employment" by the Company.

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

     (k) "Fair Market Value" means, as of any date, the value of the common
stock of the Company determined in good faith by the Board.

     (l) "Incentive Stock Option" means an Option intended to qualify as an
incentive stock option within the meaning of Section 422 of the Code and the
regulations promulgated thereunder.

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

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

     (o) "Option Agreement" means a written agreement between the Company and
an Optionee evidencing the terms and conditions of an individual Option grant.
Each Option Agreement shall be subject to the terms and conditions of the Plan.

     (p) "Optionee" means an Employee, Director or Consultant who holds an
outstanding Option.

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     (q) "Participant" means a person to whom a Stock Award is granted pursuant
to the Plan or, if applicable, such other person who holds an outstanding Stock
Award.

     (r) "Plan" means this SiTera 1996 Amended and Restated Equity Incentive
Plan.

     (s) "Securities Act" means the Securities Act of 1933, as amended.

     (t) "Stock Award" means any right granted under the Plan, including an
Option, a stock bonus and a right to acquire restricted stock.

     (u) "Stock Award Agreement" means a written agreement between the Company
and a holder of a Stock Award evidencing the terms and conditions of an
individual Stock Award grant. Each Stock Award Agreement shall be subject to
the terms and conditions of the Plan.

     (v) "Ten Percent Stockholder" means a person who owns (or is deemed to own
pursuant to Section 424(d) of the Code) stock possessing more than ten percent
(10%) of the total combined voting power of all classes of stock of the Company
or of any of its Affiliates.

3. ADMINISTRATION.

     (a) Administration by Board. The Plan shall be administered by the Board
unless and until the Board delegates administration to a Committee, as provided
in subsection 3(c).

     (b) Powers of Board. The Board shall have the power, subject to, and
within the limitations of, the express provisions of the Plan:

          (1) To determine from time to time which of the persons eligible
     under the Plan shall be granted Stock Awards; when and how each Stock
     Award shall be granted; what

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     type or combination of types of Stock Award shall be granted; the
     provisions of each Stock Award granted (which need not be identical),
     including the time or times when a person shall be permitted to receive
     common stock pursuant to a Stock Award; and the number of shares for which
     a Stock Award shall be granted to each such person.

          (2) To construe and interpret the Plan and Stock Awards granted under
     it, and to establish, amend and revoke rules and regulations for its
     administration. The Board, in the exercise of this power, may correct any
     defect, omission or inconsistency in the Plan or in any Option Agreement
     or Stock Award Agreement, in a manner and to the extent it shall deem
     necessary or expedient to make the Plan fully effective.

          (3) To amend the Plan or a Stock Award as provided in Section 12.

          (4) Generally, to exercise such powers and to perform such acts as
     the Board deems necessary or expedient to promote the best interests of
     the Company which are not in conflict with the provisions of the Plan.

     (c) Delegation to Committee. The Board may delegate administration of the
Plan to any person or persons (the "Committee"). If administration is delegated
to a Committee, the Committee shall have, in connection with the administration
of the Plan, the powers theretofore possessed by the Board (and references in
this Plan to the Board shall thereafter be to the Committee), subject, however,
to such resolutions, not inconsistent with the provisions of the Plan, as may
be adopted from time to time by the Board. The Board may abolish the Committee
at any time and revest in the Board the administration of the Plan.

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4. SHARES SUBJECT TO THE PLAN.

     (a) Share Reserve. Subject to the provisions of Section 11 relating to
adjustments upon changes in stock, the stock that may be sold pursuant to Stock
Awards shall not exceed in the aggregate nine million eight hundred thirty-six
thousand eight hundred seventy-five (9,836,875) shares of the Company's common
stock.

     (b) Reversion of Shares to the Share Reserve. If any Option shall for any
reason expire or otherwise terminate, in whole or in part, without having been
exercised in full, the stock not acquired under such Option shall revert to and
again become available for issuance under the Plan. If any shares issued
pursuant to the Plan (whether acquired pursuant to the exercise of any Option,
as an award of restricted stock, as a stock bonus or as shares subject to stock
appreciation rights) are reacquired by the Corporation, such shares shall
revert to and again become available for issuance under the Plan; provided,
however, that any such reacquired shares may not be issued pursuant to an
Incentive Stock Option.

     (c) Source of Shares. The shares of common stock subject to the Plan may
be unissued shares or reacquired shares, bought on the market or otherwise.

5. ELIGIBILITY.

     (a) Eligibility for Specific Stock Awards. Incentive Stock Options may be
granted only to Employees. Stock Awards other than Incentive Stock Options may
be granted to Employees, Directors and Consultants.

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     (b) Ten Percent Stockholders. No person shall be eligible for the grant of
an Incentive Stock Option if, at the time of grant, such person owns (or is
deemed to own pursuant to Section 424(d) of the Code) stock possessing more
than ten percent (10%) of the total combined voting power of all classes of
stock of the Company or of any of its Affiliates unless the exercise price of
such Incentive Stock Option is at least one hundred ten percent (110%) of the
Fair Market Value of such stock at the date of grant and the Incentive Stock
Option is not exercisable after the expiration of five (5) years from the date
of grant. To the extent required by applicable law, the provisions of this
subsection 5(b) shall also apply to the grant of a Nonstatutory Stock Option
granted to a ten percent (10%) stockholder described in the preceding sentence.

     (c) Consultants.

          (i) Prior to the Listing Date, a Consultant shall not be eligible for
     the grant of a Stock Award if, at the time of grant, either the offer or
     the sale of the Company's securities to such Consultant is not exempt
     under Rule 701 of the Securities Act ("Rule 701") because of the nature of
     the services that the Consultant is providing to the Company, or because
     the Consultant is not a natural person, or as otherwise provided by Rule
     701, unless the Company determines that such grant need not comply with
     the requirements of Rule 701 and will satisfy another exemption under the
     Securities Act as well as comply with the securities laws of all other
     relevant jurisdictions.

          (ii) From and after the Listing Date, a Consultant shall not be
     eligible for the grant of a Stock Award if, at the time of grant, a Form
     S-8 Registration Statement under the Securities Act ("Form S-8") is not
     available to register either the offer or the sale of the

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Company's securities to such Consultant because of the nature of the services
that the Consultant is providing to the Company, or because the Consultant is
not a natural person, or as otherwise provided by the rules governing the use
of Form S-8, unless the Company determines both (i) that such grant (A) shall
be registered in another manner under the Securities Act (e.g., on a Form S-3
Registration Statement) or (B) does not require registration under the
Securities Act in order to comply with the requirements of the Securities Act,
if applicable, and (ii) that such grant complies with the securities laws of
all other relevant jurisdictions.

          (iii) As of April 7, 1999 Rule 701 and Form S-8 generally are
     available to consultants and advisors only if (i) they are natural
     persons; (ii) they provide bona fide services to the issuer, its parents,
     its majority-owned subsidiaries or majority-owned subsidiaries of the
     issuer's parent; and (iii) the services are not in connection with the
     offer or sale of securities in a capital-raising transaction, and do not
     directly or indirectly promote or maintain a market for the issuer's
     securities.

6. OPTION PROVISIONS.

     Each Option shall be in such form and shall contain such terms and
conditions as the Board shall deem appropriate. All Options shall be separately
designated Incentive Stock Options or Nonstatutory Stock Options at the time of
grant, and, if certificates are issued, a separate certificate or certificates
will be issued for shares of common stock purchased on exercise of each type of
Option. The provisions of separate Options need not be identical, but each
Option shall include (through incorporation of provisions hereof by reference
in the Option or otherwise) the substance of each of the following provisions:

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     (a) Term. No Option shall be exercisable after the expiration of ten (10)
years from the date it was granted.

     (b) Price. The exercise price of each Incentive Stock Option shall be not
less than one hundred percent (100%) of the Fair Market Value on the date of
grant. The exercise price of each Nonstatutory Stock Option shall be not less
than eighty-five percent (85%) of the Fair Market Value on the date of grant.
Notwithstanding the foregoing, the Board may grant an Option with an exercise
price lower than that set forth above if such Option is granted as part of a
transaction pursuant to section 424(a) of the Code.

     (c) Consideration. The purchase price of stock acquired pursuant to an
Option shall be paid, to the extent permitted by applicable statutes and
regulations, either (i) in cash at the time the Option is exercised, or (ii) at
the discretion of the Board or the Committee, at the time of the grant of the
Option, (A) by delivery to the Company of other common stock of the Company,
(B) according to a deferred payment or other arrangement (which may include,
without limiting the generality of the foregoing, the use of other common stock
of the Company) with the person to whom the Option is granted or to whom the
Option is transferred pursuant to subsection 6(d), or (C) in any other form of
legal consideration that may be acceptable to the Board.

     In the case of any deferred payment arrangement, interest shall be payable
at least annually and shall be charged at the minimum rate of interest
necessary to avoid the treatment as interest, under any applicable provisions
of the Code, of any amounts other than amounts stated to be interest under the
deferred payment arrangement.

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     (d) Transferability. An Option shall not be transferable except by will or
by the laws of descent and distribution, and shall be exercisable during the
lifetime of the person to whom the Option is granted only by such person. The
person to whom the Option is granted may, by delivering written notice to the
Company, in a form satisfactory to the Company, designate a third party who, in
the event of the death of the Optionee, shall thereafter be entitled to
exercise the Option.

     (e) Vesting. The total number of shares of stock subject to an Option may,
but need not, be allotted in periodic installments (which may, but need not, be
equal). The Option Agreement may provide that from time to time during each of
such installment periods, the Option may become exercisable ("vest") with
respect to some or all of the shares allotted to that period, and may be
exercised with respect to some or all of the shares allotted to such period
and/or any prior period as to which the Option became vested but was not fully
exercised. To the extent required by applicable law, Options shall vest at the
rate of at least twenty percent (20%) per year. The Option may be subject to
such other terms and conditions on the time or times when it may be exercised
(which may be based on performance or other criteria) as the Board may deem
appropriate. The provisions of this subsection 6(e) are subject to any Option
provisions governing the minimum number of shares as to which an Option may be
exercised. Notwithstanding any other provisions of the Plan to the contrary,
the Board or Committee may (in its sole discretion) make an Option fully vested
in the event of an Optionee's death or total and permanent disability.

     (f) Securities Law Compliance. The Company may require any Optionee, or
any person to whom an Option is transferred under subsection 6(d), as a
condition of exercising any

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such Option, (1) to give written assurances satisfactory to the Company as to
the Optionee's knowledge and experience in financial and business matters
and/or to employ a purchaser representative reasonably satisfactory to the
Company who is knowledgeable and experienced in financial and business matters,
and that he or she is capable of evaluating, alone or together with the
purchaser representative, the merits and risks of exercising the Option; and
(2) to give written assurances satisfactory to the Company stating that such
person is acquiring the stock subject to the Option for such person's own
account and not with any present intention of selling or otherwise distributing
the stock. The foregoing requirements, and any assurances given pursuant to
such requirements, shall be inoperative if (i) the issuance of the shares upon
the exercise of the Option has been registered under a then currently effective
registration statement under the Securities Act, or (ii) as to any particular
requirement, a determination is made by counsel for the Company that such
requirement need not be met in the circumstances under the then applicable
securities laws. The Company may require the Optionee to provide such other
representations, written assurances or information which the Company shall
determine is necessary, desirable or appropriate to comply with applicable
securities and other laws as a condition of granting an Option to such Optionee
or permitting the Optionee to exercise such Option. The Company may, upon
advice of counsel to the Company, place legends on stock certificates issued
under the Plan as such counsel deems necessary or appropriate in order to
comply with applicable securities laws, including, but not limited to, legends
restricting the transfer of the stock.

     (g) Termination of Continuous Status as an Employee, Director or
Consultant. In the event an Optionee's Continuous Status as an Employee,
Director or Consultant terminates (other than upon the Optionee's death or
disability), the Optionee may exercise his or her Option

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(to the extent that the Optionee was entitled to exercise it as of the date of
termination) but only within such period of time ending on the earlier of (i)
the date three (3) months after the termination of the Optionee's Continuous
Status as an Employee, Director or Consultant, or such longer or shorter period
specified in the Option Agreement (which shall be at least thirty (30) days, if
required by applicable law), or (ii) the expiration of the term of the Option
as set forth in the Option Agreement. If, after termination, the Optionee does
not exercise his or her Option within the time specified in the Option
Agreement, the Option shall terminate, and the shares covered by such Option
shall revert to and again become available for issuance under the Plan.
Finally, an Optionee's Option Agreement may also provide that if the exercise
of the Option following the termination of the Optionee's Continuous Status as
an Employee, Director or Consultant (other than upon the Optionee's death or
disability) would be prohibited at any time solely because the issuance of
shares would violate the registration requirements under the Securities Act,
then the Option shall terminate on the earlier of (i) the expiration of the
term of the Option set forth in subsection 6(a), or (ii) the expiration of a
period of three (3) months after the termination of the Optionee's Continuous
Status as an Employee, Director or Consultant during which the exercise of the
Option would not be in violation of such registration requirements.

     (h) Disability of Optionee. In the event an Optionee's Continuous Status
as an Employee, Director or Consultant terminates as a result of the Optionee's
disability, the Optionee may exercise his or her Option (to the extent that the
Optionee was entitled to exercise it as of the date of termination), but only
within such period of time ending on the earlier of (i) the date twelve (12)
months following such termination (or such longer or shorter period specified
in the

                                      12.
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Option Agreement), or (ii) the expiration of the term of the Option as set
forth in the Option Agreement. If, at the date of termination, the Optionee is
not entitled to exercise his or her entire Option, the shares covered by the
unexercisable portion of the Option shall revert to and again become available
for issuance under 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 and again
become available for issuance under the Plan.

     (i) Death of Optionee. In the event of the death of an Optionee during, or
within a period specified in the Option Agreement after the termination of, the
Optionee's Continuous Status as an Employee, Director or Consultant, the Option
may be exercised (to the extent the Optionee was entitled to exercise the
Option as of the date of death) by the Optionee's estate, by a person who
acquired the right to exercise the Option by bequest or inheritance or by a
person designated to exercise the option upon the Optionee's death pursuant to
subsection 6(d), but only within the period ending on the earlier of (i) the
date twelve (12) months following the date of death (or such longer or shorter
period specified in the Option Agreement), or (ii) the expiration of the term
of such Option as set forth in the Option Agreement. If, at the time of death,
the Optionee was not entitled to exercise his or her entire Option, the shares
covered by the unexercisable portion of the Option shall revert to and again
become available for issuance under the Plan. If, after death, the Option is
not exercised within the time specified herein, the Option shall terminate, and
the shares covered by such Option shall revert to and again become available
for issuance under the Plan.

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     (j) Early Exercise. The Option may, but need not, include a provision
whereby the Optionee may elect at any time while an Employee, Director or
Consultant to exercise the Option as to any part or all of the shares subject
to the Option prior to the full vesting of the Option. Any unvested shares so
purchased shall be subject to a repurchase right in favor of the Company or to
any other restriction the Board determines to be appropriate.

     (k) Right of Repurchase. The Option may, but need not, include a provision
whereby the Company may elect, prior to the date of the first registration of
an equity security of the Company under Section 12 of the Exchange Act, to
repurchase all or any part of the vested shares exercised pursuant to the
Option.

     (l) Right of First Refusal. The Option may, but need not, include a
provision whereby the Company may elect, prior to the date of the first
registration of an equity security of the Company under Section 12 of the
Exchange Act, to exercise a right of first refusal following receipt of notice
from the Optionee of the intent to transfer all or any part of the shares
exercised pursuant to the Option.

     (m) Withholding. To the extent provided by the terms of an Option
Agreement, the Optionee may satisfy any federal, state or local tax withholding
obligation relating to the exercise of such Option by any of the following
means or by a combination of such means: (1) tendering a cash payment; (2)
authorizing the Company to withhold shares from the shares of the common stock
otherwise issuable to the Optionee as a result of the exercise of the Option;
or (3) delivering to the Company owned and unencumbered shares of the common
stock of the Company.

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7. PROVISIONS OF STOCK AWARDS OTHER THAN OPTIONS.

     (a) Stock Bonus Awards. Each stock bonus agreement shall be in such form
and shall contain such terms and conditions as the Board shall deem
appropriate. The terms and conditions of stock bonus agreements may change from
time to time, and the terms and conditions of separate stock bonus agreements
need not be identical, but each stock bonus agreement shall include (through
incorporation of provisions hereof by reference in the agreement or otherwise)
the substance of each of the following provisions:

          (i) Consideration. A stock bonus may be awarded in consideration for
     past services actually rendered to the Company or an Affiliate for its
     benefit.

          (ii) Vesting. Subject to the "Repurchase Limitation" in subsection
     10(g), shares of Common Stock awarded under the stock bonus agreement may,
     but need not, be subject to a share repurchase option in favor of the
     Company in accordance with a vesting schedule to be determined by the
     Board.

          (iii) Termination of Participant's Continuous Service. Subject to the
     "Repurchase Limitation" in subsection 10(g), in the event a Participant's
     Continuous Service terminates, the Company may reacquire any or all of the
     shares of Common Stock held by the Participant which have not vested as of
     the date of termination under the terms of the stock bonus agreement.

          (iv) Transferability. For a stock bonus award made before the Listing
     Date, rights to acquire shares of Common Stock under the stock bonus
     agreement shall not be transferable except by will or by the laws of
     descent and distribution and shall be exercisable

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during the lifetime of the Participant only by the Participant. For a stock
bonus award made on or after the Listing Date, rights to acquire shares of
Common Stock under the stock bonus agreement shall be transferable by the
Participant only upon such terms and conditions as are set forth in the stock
bonus agreement, as the Board shall determine in its discretion, so long as
Common Stock awarded under the stock bonus agreement remains subject to the
terms of the stock bonus agreement.

     (b) Restricted Stock Awards. Each restricted stock purchase agreement
shall be in such form and shall contain such terms and conditions as the Board
shall deem appropriate. The terms and conditions of the restricted stock
purchase agreements may change from time to time, and the terms and conditions
of separate restricted stock purchase agreements need not be identical, but
each restricted stock purchase agreement shall include (through incorporation
of provisions hereof by reference in the agreement or otherwise) the substance
of each of the following provisions:

          (i) Purchase Price. Subject to the provisions of subsection 5(b)
     regarding Ten Percent Shareholders, the purchase price under each
     restricted stock purchase agreement shall be such amount as the Board
     shall determine and designate in such restricted stock purchase agreement.
     For restricted stock awards made prior to the Listing Date, the purchase
     price shall not be less than eighty-five percent (85%) of the Common
     Stock's Fair Market Value on the date such award is made or at the time
     the purchase is consummated. For restricted stock awards made on or after
     the Listing Date, the purchase price shall not be less than eighty-five
     percent (85%) of the Common Stock's Fair Market Value on the date such
     award is made or at the time the purchase is consummated.

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          (ii) Consideration. The purchase price of Common Stock acquired
     pursuant to the restricted stock purchase agreement shall be paid either:
     (i) in cash at the time of purchase; (ii) at the discretion of the Board,
     according to a deferred payment or other similar arrangement with the
     Participant; or (iii) in any other form of legal consideration that may be
     acceptable to the Board in its discretion; provided, however, that at any
     time that the Company is incorporated in Delaware, then payment of the
     Common Stock's "par value," as defined in the Delaware General Corporation
     Law, shall not be made by deferred payment.

          (iii) Vesting. Subject to the "Repurchase Limitation" in subsection
     10(g), shares of Common Stock acquired under the restricted stock purchase
     agreement may, but need not, be subject to a share repurchase option in
     favor of the Company in accordance with a vesting schedule to be
     determined by the Board.

          (iv) Termination of Participant's Continuous Service. Subject to the
     "Repurchase Limitation" in subsection 10(g), in the event a Participant's
     Continuous Service terminates, the Company may repurchase or otherwise
     reacquire any or all of the shares of Common Stock held by the Participant
     which have not vested as of the date of termination under the terms of the
     restricted stock purchase agreement.

          (v) Transferability. For a restricted stock award made before the
     Listing Date, rights to acquire shares of Common Stock under the
     restricted stock purchase agreement shall not be transferable except by
     will or by the laws of descent and distribution and shall be exercisable
     during the lifetime of the Participant only by the Participant. For a
     restricted stock award made on or after the Listing Date, rights to
     acquire shares of Common Stock under the

                                      17.
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     restricted stock purchase agreement shall be transferable by the
     Participant only upon such terms and conditions as are set forth in the
     restricted stock purchase agreement, as the Board shall determine in its
     discretion, so long as Common Stock awarded under the restricted stock
     purchase agreement remains subject to the terms of the restricted stock
     purchase agreement.

8. COVENANTS OF THE COMPANY.

     (a) During the terms of the Stock Awards, the Company shall keep available
at all times the number of shares of stock required to satisfy such Stock
Awards.

     (b) The Company shall seek to obtain from each regulatory commission or
agency having jurisdiction over the Plan such authority as may be required to
grant Stock Awards and to issue and sell shares of common stock upon exercise
of the Stock Awards; provided, however, that this undertaking shall not require
the Company to register under the Securities Act either the Plan, any Stock
Award or any common stock issued or issuable pursuant to any such Stock Award.
If, after reasonable efforts, the Company is unable to obtain from any such
regulatory commission or agency the authority which counsel for the Company
deems necessary for the lawful issuance and sale of stock under the Plan, the
Company shall be relieved from any liability for failure to issue and sell
stock upon exercise of such Stock Awards unless and until such authority is
obtained.

9. USE OF PROCEEDS FROM STOCK.

     Proceeds from the sale of common stock pursuant to Stock Awards shall
constitute general funds of the Company.

                                      18.
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10. MISCELLANEOUS.

     (a) Acceleration of Exercisability and Vesting. The Board shall have the
power to accelerate the time at which a Stock Award may first be exercised or
the time during which a Stock Award or any part thereof will vest in accordance
with the Plan, notwithstanding the provisions in the Stock Award stating the
time at which it may first be exercised or the time during which it will vest.

     (b) Stockholder Rights. No Participant shall be deemed to be the holder
of, or to have any of the rights of a holder with respect to, any shares of
common stock subject to such Stock Award unless and until such Participant has
satisfied all requirements for exercise of the Stock Award pursuant to its
terms.

     (c) No Employment or Other Service Rights. Nothing in the Plan or any
instrument executed or Option granted pursuant thereto shall confer upon any
Participant any right to continue in the employ of the Company or any Affiliate
(or to continue acting as a Director or Consultant) or shall affect the right
of the Company or any Affiliate to terminate (i) the employment of any Employee
with or without cause, (ii) the right of the Company's Board of Directors
and/or the Company's stockholders to remove any Director pursuant to the terms
of the Company's By-Laws and applicable law, (iii) or the right to terminate
the relationship of any Consultant pursuant to the terms of such Consultant's
agreement with the Company or Affiliate.

     (d) Incentive Stock Option $100,000 Limitation. To the extent that the
aggregate Fair Market Value (determined at the time of grant) of common stock
with respect to which Incentive Stock Options are exercisable for the first
time by any Optionee during any calendar

                                      19.
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year under all plans of the Company and its Affiliates exceeds one hundred
thousand dollars ($100,000), the Options or portions thereof which exceed such
limit (according to the order in which they were granted) shall be treated as
Nonstatutory Stock Options.

     (e) Investment Assurances. The Company may require a Participant, as a
condition of exercising or acquiring Common Stock under any Stock Award, (i) to
give written assurances satisfactory to the Company as to the Participant's
knowledge and experience in financial and business matters and/or to employ a
purchaser representative reasonably satisfactory to the Company who is
knowledgeable and experienced in financial and business matters and that he or
she is capable of evaluating, alone or together with the purchaser
representative, the merits and risks of exercising the Stock Award; and (ii) to
give written assurances satisfactory to the Company stating that the
Participant is acquiring Common Stock subject to the Stock Award for the
Participant's own account and not with any present intention of selling or
otherwise distributing the Common Stock. The foregoing requirements, and any
assurances given pursuant to such requirements, shall be inoperative if (iii)
the issuance of the shares of Common Stock upon the exercise or acquisition of
Common Stock under the Stock Award has been registered under a then currently
effective registration statement under the Securities Act or (iv) as to any
particular requirement, a determination is made by counsel for the Company that
such requirement need not be met in the circumstances under the then applicable
securities laws. The Company may, upon advice of counsel to the Company, place
legends on stock certificates issued under the Plan as such counsel deems
necessary or appropriate in order to comply with applicable securities laws,
including, but not limited to, legends restricting the transfer of the Common
Stock.

                                      20.
<PAGE>


     (f) Withholding Obligations. To the extent provided by the terms of a
Stock Award Agreement, the Participant may satisfy any federal, state or local
tax withholding obligation relating to the exercise or acquisition of Common
Stock under a Stock Award by any of the following means (in addition to the
Company's right to withhold from any compensation paid to the Participant by
the Company) or by a combination of such means: (i) tendering a cash payment;
(ii) authorizing the Company to withhold shares of Common Stock from the shares
of Common Stock otherwise issuable to the participant as a result of the
exercise or acquisition of Common Stock under the Stock Award; or (iii)
delivering to the Company owned and unencumbered shares of Common Stock.

     (g) Repurchase Limitation. The terms of any repurchase option shall be
specified in the Stock Award and may be either at Fair Market Value at the time
of repurchase or at not less than the original purchase price. To the extent
required by Section 260.140.41 and Section 260.140.42 of Title 10 of the
California Code of Regulations at the time a Stock Award is made, any
repurchase option contained in a Stock Award granted prior to the Listing Date
to a person who is not an Officer, Director or Consultant shall be upon the
terms described below:

          (i) Fair Market Value. If the repurchase option gives the Company the
     right to repurchase the shares of Common Stock upon termination of
     employment at not less than the Fair Market Value of the shares of Common
     Stock to be purchased on the date of termination of Continuous Service,
     then (i) the right to repurchase shall be exercised for cash or
     cancellation of purchase money indebtedness for the shares of Common Stock
     within ninety (90) days of termination of Continuous Service (or in the
     case of shares of Common Stock issued upon exercise of Stock Awards after
     such date of termination, within ninety (90) days after the date of

                                      21.
<PAGE>


     the exercise) or such longer period as may be agreed to by the Company and
     the Participant (for example, for purposes of satisfying the requirements
     of Section 1202(c)(3) of the Code regarding "qualified small business
     stock") and (ii) the right terminates when the shares of Common Stock
     become publicly traded.

          (ii) Original Purchase Price. If the repurchase option gives the
     Company the right to repurchase the shares of Common Stock upon
     termination of Continuous Service at the original purchase price, then (i)
     the right to repurchase at the original purchase price shall lapse at the
     rate of at least twenty percent (20%) of the shares of Common Stock per
     year over five (5) years from the date the Stock Award is granted (without
     respect to the date the Stock Award was exercised or became exercisable)
     and (ii) the right to repurchase shall be exercised for cash or
     cancellation of purchase money indebtedness for the shares of Common Stock
     within ninety (90) days of termination of Continuous Service (or in the
     case of shares of Common Stock issued upon exercise of Options after such
     date of termination, within ninety (90) days after the date of the
     exercise) or such longer period as may be agreed to by the Company and the
     Participant (for example, for purposes of satisfying the requirements of
     Section 1202(c)(3) of the Code regarding "qualified small business
     stock").

     (h) The Board or the Committee shall have the authority to effect, at any
time and from time to time (i) the repricing of any outstanding Stock Awards
under the Plan and/or (ii) with the consent of the affected Participants, the
cancellation of any outstanding Stock Awards and the grant in substitution
therefor of new Stock Awards under the Plan covering the same or different
numbers of shares of common stock, but, in the case of an Incentive Stock
Option, having an exercise price per share not less than (i) one hundred
percent (100%) of the

                                      22.
<PAGE>


Fair Market Value per share of common stock on the new grant date, or, (ii) for
a ten percent (10%) stockholder (as defined in subsection 5(b)), not less than
one hundred and ten percent (110%) of the Fair Market Value per share of common
stock on the new grant date. Notwithstanding the foregoing, the Board may grant
a Stock Award with an exercise price lower than that set forth above if such
Stock Award is granted as part of a transaction to which section 424(c) of the
Code applies.

11. ADJUSTMENTS UPON CHANGES IN STOCK.

     (a) If any change is made in the common stock subject to the Plan, or
subject to any Stock Award, without the receipt of consideration by the Company
(through merger, consolidation, reorganization, reincorporation,
recapitalization, stock dividend, dividend in property other than cash, stock
split, liquidating dividend, combination of shares, exchange of shares, change
in corporate structure or other transaction not involving the receipt of
consideration by the Company), the Plan will be appropriately adjusted in the
class(es) and maximum number of shares subject to the Plan pursuant to
subsection 4(a), and the outstanding Stock Awards will be appropriately
adjusted in the class(es) and number of shares and price per share of stock
subject to such outstanding Stock Awards. Such adjustments shall be made by the
Board or Committee, the determination of which shall be final, binding and
conclusive. (The conversion of any convertible securities of the Company shall
not be treated as a "transaction not involving the receipt of consideration by
the Company.")

     (b) In the event of: (1) a dissolution, liquidation, or sale of all or
substantially all of the assets of the Company; (2) a merger or consolidation
in which the Company is not the

                                      23.
<PAGE>


surviving corporation; (3) a reverse merger in which the Company is the
surviving corporation but the shares of the Company's common stock outstanding
immediately preceding the merger are converted by virtue of the merger into
other property, whether in the form of securities, cash or otherwise; or (4)
the acquisition by any person, entity or group within the meaning of Section
13(d) or 14(d) of the Exchange Act, or any comparable successor provisions
(excluding any employee benefit plan, or related trust, sponsored or maintained
by the Company or any Affiliate of the Company) of the beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the Exchange Act, or
comparable successor rule) of securities of the Company representing at least
fifty percent (50%) of the combined voting power entitled to vote in the
election of directors, then to the extent permitted by applicable law: (i) any
surviving or acquiring corporation shall assume any Options outstanding under
the Plan or shall substitute similar Stock Awards (including an option to
acquire the same consideration paid to the stockholders in the transaction
described in this subsection 11(b)) for those outstanding under the Plan, or
(ii) such Stock Awards shall continue in full force and effect. In the event
any surviving or acquiring corporation refuses to assume such Stock Awards, or
to substitute similar options for those outstanding under the Plan, then, with
respect to Stock Awards held by such Participant, then such Stock Awards shall
be fully vested and the time during which such Stock Awards may be exercised
shall be accelerated prior to such event and the Stock Awards terminated if not
exercised after such acceleration and at or prior to such event.

12. AMENDMENT OF THE PLAN AND STOCK AWARDS.

     (a) The Board at any time, and from time to time, may amend the Plan.
However, except as provided in Section 11 relating to adjustments upon changes
in common stock, no

                                      24.
<PAGE>


amendment shall be effective unless approved by the stockholders of the Company
within twelve (12) months before or after the adoption of the amendment where
the amendment requires stockholder approval in order for the Plan to satisfy
the requirements of Section 422 of the Code (including an increase in the
number of shares reserved for issuance under the Plan, Rule 16b-3 or any Nasdaq
or securities exchange listing requirements).

     (b) The Board may, in its sole discretion, submit any other amendment to
the Plan for stockholder approval.

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

     (d) Rights and obligations under any Stock Award granted before amendment
of the Plan shall not be impaired by any amendment of the Plan unless (i) the
Company requests the consent of the Participant and (ii) such Participant
consents in writing.

     (e) The Board at any time, and from time to time, may amend the terms of
any one or more Stock Awards; provided, however, that the rights and
obligations under any Stock Award shall not be impaired by any such amendment
unless (i) the Company requests the consent of Participant and (ii) such
Participant consents in writing.

                                      25.
<PAGE>


13. TERMINATION OR SUSPENSION OF THE PLAN.

     (a) The Board may suspend or terminate the Plan at any time. Unless sooner
terminated, the Plan shall terminate ten (10) years from the date the Plan is
adopted by the Board or approved by the stockholders of the Company, whichever
is earlier. No Stock Awards may be granted under the Plan while the Plan is
suspended or after it is terminated.

     (b) Rights and obligations under any Stock Award granted while the Plan is
in effect shall not be impaired by suspension or termination of the Plan,
except with the written consent of the Participant.

14. EFFECTIVE DATE OF PLAN.

     The Plan shall become effective as determined by the Board, but no Options
granted under the Plan shall be exercised unless and until the Plan has been
approved by the stockholders of the Company, which approval shall be within
twelve (12) months before or after the date the Plan is adopted by the Board.

                                      26.