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                                                                    EXHIBIT 4.03

                            MICRON ELECTRONICS, INC.

                           2001 EQUITY INCENTIVE PLAN

               An Assumption and Amendment and Restatement of the
                 HostPro, Inc. 2000 Equity Incentive Plan I and
                   HostPro, Inc. 2000 Equity Incentive Plan II

      1.    PURPOSE. The purpose of this Plan is to provide incentives to
attract, retain and motivate eligible persons whose present and potential
contributions are important to the success of Micron Electronics, the Company
and other Subsidiaries, by offering them an opportunity to participate in the
future performance of Micron Electronics through awards of Options and
Restricted Stock. Capitalized terms not defined in the text are defined in
Section 22 hereof. This Plan, as amended and restated, constitutes the
assumption and the amendment and restatement of the HostPro, Inc. 2000 Equity
Incentive Plan I and HostPro, Inc. 2000 Equity Incentive Plan II (the "PRIOR
PLANS").

      2.    SHARES SUBJECT TO THE PLAN.

            2.1   Number of Shares Available. Subject to Sections 2.2 and 17
hereof, the total number of Shares reserved for issuance pursuant to this Plan
will be 6,858,000 Shares, which includes shares issued under the Prior Plans.(1)
Subject to Sections 2.2 and 17 hereof, Shares subject to Awards previously
granted under this Plan or the Prior Plans will again be available for grant and
issuance in connection with future Awards under this Plan to the extent such
Shares: (i) cease to be subject to issuance of Options without being exercised;
(ii) are subject to an Award granted hereunder but the Shares subject to such
Award are forfeited or repurchased by Micron Electronics at the original issue
price; or (iii) are subject to an Award that otherwise terminates without Shares
being issued. At all times Micron Electronics will reserve and keep available a
sufficient number of Shares as will be required to satisfy the requirements of
all Awards granted and outstanding under this Plan.

            2.2   Adjustment of Shares. In the event that the number of
outstanding shares of Micron Electronics Common Stock is changed by a stock
dividend, recapitalization, stock split, reverse stock split, subdivision,
combination, reclassification or similar change in the capital structure of
Micron Electronics without consideration, then (i) the number of Shares reserved
for issuance under this Plan, (ii) the Exercise Prices of and number of Shares
subject to outstanding Options, (iii) the number of Shares that may be granted
pursuant to Section 3, below, and (iv) the Purchase Prices of and number of
Shares subject to other outstanding Awards will be proportionately adjusted,
subject to any required action by the Board or the stockholders of Micron
Electronics and compliance with applicable securities laws; provided, however,
that fractions of a Share will not be issued but will either be paid in cash at
the Fair Market Value of such fraction of a Share or will be rounded down to the
nearest whole Share, as determined by the Committee; and provided, further, that
the Exercise Price of any Option may not be decreased to below the par value of
the Shares.

      3.    ELIGIBILITY. Options and Restricted Stock Awards may be granted to
employees, officers, directors and consultants of Micron Electronics or a
Subsidiary; provided such consultants render bona fide services not in
connection with the offer and sale of securities in a capital-raising
transaction. Neither Options nor Restricted Stock granted to Insiders may exceed
in the aggregate fifty percent (50%) of all awards of Options or Restricted
Stock under the Plan and employees who are not Insiders must receive at least
fifty percent (50%) of such Options and Restricted Stock. A person may be
granted more than one Award under this Plan. No person will be eligible to
receive more than 2,000,000 Shares in any calendar year under this Plan pursuant
to the grant of Awards hereunder,

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1  As of the date of this amendment and restatement to the Prior Plans,
   4,027,418 of the reserved Shares had been granted.


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other than new employees of Micron Electronics or a Subsidiary (including new
employees who are also officers and directors of Micron Electronics or a
Subsidiary), who are eligible to receive up to a maximum of 4,000,000 Shares in
the calendar year in which they commence their employment.

      4.    ADMINISTRATION.

            4.1   Committee Authority. This Plan will be administered by the
Committee or the Board if no Committee is created by the Board or to the extent
required by the Code. Subject to the general purposes, terms and conditions of
this Plan, and to the direction of the Board, the Committee will have full power
to implement and carry out this Plan. Without limitation, the Committee will
have the authority to:

            (a)   construe and interpret this Plan, any Notice of Grant and any
                  other agreement or document executed pursuant to this Plan;

            (b)   prescribe, amend and rescind rules and regulations relating to
                  this Plan;

            (c)   approve persons to receive Awards;

            (d)   determine the form and terms of Awards;

            (e)   determine the number of Shares or other consideration subject
                  to Awards;

            (f)   determine whether Awards will be granted singly, in
                  combination with, in tandem with, in replacement of, or as
                  alternatives to, other Awards under this Plan or awards under
                  any other incentive or compensation plan of Micron Electronics
                  or a Subsidiary;

            (g)   grant waivers of any conditions of this Plan or any Award;

            (h)   determine the terms of vesting, exercisability and payment of
                  Awards;

            (i)   extend the vesting period or exercise period beyond a
                  Participant's Termination Date;

            (j)   accelerate the vesting or exercisability of any Award,
                  including but not limited to acceleration following a
                  Corporate Transaction;

            (k)   correct any defect, supply any omission, or reconcile any
                  inconsistency in this Plan, any Award, any Notice of Grant,
                  any Exercise Agreement and any Restricted Stock Purchase
                  Agreement;

            (l)   determine whether an Award has been earned; and

            (m)   make all other determinations necessary or advisable for the
                  administration of this Plan.

            4.2   Committee Discretion. Unless in contravention of any express
terms of this Plan or Award, any determination made by the Committee with
respect to any Award will be made in its sole discretion either (i) at the time
of grant of the Award, or (ii) subject to Section 5.8 hereof, at any later time.
Any such determination will be final and binding on Micron Electronics, any
Subsidiary and on all persons having an interest in any Award under this Plan.
The Board or the Committee may delegate to one or more officers who are members
of the Board of Micron Electronics the authority to grant an Award under this
Plan to non-Section 16 officers.

      5.    OPTIONS. The Committee may grant nonqualified stock options, the
number of Shares subject to the Option, the Exercise Price of the Option, the
period during which the Option may be exercised, and all other terms and
conditions of the Option, subject to the following:



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            5.1   Form of Option Grant. Each Option granted under this Plan will
be evidenced by a Notice of Grant ("NOTICE OF GRANT"), and will be in such form
and contain such provisions (which need not be the same for each Participant) as
the Committee may from time to time approve, and which will comply with and be
subject to the terms and conditions of this Plan.

            5.2   Date of Grant. The date of grant of an Option will be the date
on which the Committee makes the determination to grant such Option, unless a
later date is otherwise specified by the Committee. The Notice of Grant and a
copy of this Plan will be delivered to the Participant within a reasonable time
after the granting of the Option.

            5.3   Exercise Period. Options may be exercisable immediately but
subject to repurchase pursuant to Section 11 hereof or may be exercisable within
the times or upon the events determined by the Committee as set forth in the
Notice of Grant governing such Option; provided, however, that no Option will be
exercisable after the expiration of ten (10) years from the date the Option is
granted. The Committee also may provide for Options to become exercisable at one
time or from time to time, periodically or otherwise, in such number of Shares
or percentage of Shares as the Committee determines.

            5.4   Exercise Price. The Exercise Price of an Option will be
determined by the Committee when the Option is granted and may have an Exercise
Price that is less than Fair Market Value (but more than par value) on the date
of grant. Payment for the Shares purchased must be made in accordance with
Section 7 hereof.

            5.5   Method of Exercise. Options may be exercised only by delivery
to Micron Electronics of a written stock option exercise agreement (the
"EXERCISE AGREEMENT") in a form approved by the Committee (which need not be the
same for each Participant). The Exercise Agreement will state (i) the number of
Shares being purchased, (ii) the restrictions imposed on the Shares purchased
under such Exercise Agreement, if any, and (iii) such representations and
agreements regarding Participant's investment intent and access to information
and other matters, if any, as may be required or desirable by Micron Electronics
to comply with applicable securities laws. Participant shall execute and deliver
to Micron Electronics the Exercise Agreement together with payment in full of
the Exercise Price, and any applicable taxes, for the number of Shares being
purchased.

            5.6   Termination. Subject to earlier termination pursuant to
Section 17 hereof and notwithstanding the exercise periods set forth in the
Notice of Grant, exercise of an Option will always be subject to the following:

            (a)   If the Participant is Terminated for any reason other than
                  death, Disability or for Cause, then the Participant may
                  exercise such Participant's Options only to the extent that
                  such Options are exercisable upon the Termination Date or as
                  otherwise determined by the Committee. Such Options must be
                  exercised by the Participant, if at all, as to all or some of
                  the Vested Shares calculated as of the Termination Date or
                  such other date determined by the Committee, within thirty
                  (30) days after the Termination Date (or within such longer
                  time period, not exceeding five (5) years, after the
                  Termination Date as may be determined by the Committee), but
                  in any event, no later than the expiration date of the
                  Options.

            (b)   If the Participant is Terminated because of Participant's
                  death or Disability (or the Participant dies within thirty
                  (30) days after a Termination other than for Cause), then
                  Participant's Options may be exercised only to the extent that
                  such Options are exercisable by Participant on the Termination
                  Date or as otherwise determined by the Committee. Such options
                  must be exercised by Participant (or Participant's legal
                  representative or authorized assignee), if at all, as to all
                  or some of the Vested Shares calculated as of the Termination
                  Date or such other date determined by the Committee, within
                  twelve (12) months after the Termination Date (or within such
                  shorter time period, not less than six (6) months, or within
                  such longer time period, not exceeding five (5)



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                  years, after the Termination Date as may be determined by the
                  Committee), but in any event no later than the expiration date
                  of the Options.

            (c)   If the Participant is terminated for Cause, then Participant's
                  Options shall expire on such Participant's Termination Date,
                  or at such later time and on such conditions as are determined
                  by the Committee.

            5.7   Limitations on Exercise. The Committee may specify a
reasonable minimum number of Shares that may be purchased on any exercise of an
Option, provided that such minimum number will not prevent Participant from
exercising the Option for the full number of Shares for which it is then
exercisable.

            5.8   Modification, Extension or Renewal. The Committee may modify,
extend or renew outstanding Options and authorize the grant of new Options in
substitution therefor, provided that any such action may not, without the
written consent of a Participant, impair any of such Participant's rights under
any Option previously granted. The Committee may reduce the Exercise Price of
outstanding Options without the consent of Participants by a written notice to
them; provided, however, that the Exercise Price may not be reduced below the
minimum Exercise Price that would be permitted under Section 5.4 hereof for
Options granted on the date the action is taken to reduce the Exercise Price;
provided, further, that the Exercise Price will not be reduced below the par
value of the Shares, if any.

      6.    RESTRICTED STOCK.

            6.1   Restricted Stock. A Restricted Stock Award is an offer by
Micron Electronics to sell to an eligible person Shares that are subject to
certain specified restrictions. The Committee will determine to whom an offer
will be made, the number of Shares the person may purchase, the Purchase Price,
the restrictions to which the Shares will be subject, and all other terms and
conditions of the Restricted Stock Award, subject to the following:

                  (a)   Form of Restricted Stock Award. All purchases under a
Restricted Stock Award made pursuant to this Plan will be evidenced by a Notice
of Grant ("RESTRICTED STOCK PURCHASE AGREEMENT") that will be in such form
(which need not be the same for each Participant) as the Committee will from
time to time approve, and will comply with and be subject to the terms and
conditions of this Plan. The Restricted Stock Award will be accepted by the
Participant's execution and delivery of the Restricted Stock Purchase Agreement
and full payment for the Shares to Micron Electronics within thirty (30) days
from the date the Restricted Stock Purchase Agreement is delivered to the
person. If such person does not execute and deliver the Restricted Stock
Purchase Agreement along with full payment for the Shares to Micron Electronics
within such thirty (30) days, then the offer will terminate, unless otherwise
determined by the Committee.

                  (b)   Purchase Price. The Purchase Price of Shares sold
pursuant to a Restricted Stock Award will be determined by the Committee and may
be less than the Fair Market Value of the Shares on the date the Restricted
Stock Award is granted or at the time the purchase is consummated. Payment of
the Purchase Price must be made in accordance with Section 7 hereof.

                  (c)   Restrictions. Restricted Stock Awards may be subject to
the restrictions set forth in Section 11 hereof.

      7.    PAYMENT FOR SHARE PURCHASES.

            7.1   Payment. Payment for Shares purchased pursuant to this Plan
may be made in cash (by check) or, where expressly approved for the Participant
by the Committee and where permitted by law:

            (a)   by cancellation of indebtedness of Micron Electronics or a
                  Subsidiary owed to the Participant;



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            (b)   by surrender of shares that: (i) either (A) have been owned by
                  Participant for more than six (6) months and have been paid
                  for within the meaning of SEC Rule 144 (and, if such shares
                  were purchased from Micron Electronics by use of a promissory
                  note, such note has been fully paid with respect to such
                  shares) or (B) were obtained by Participant in the public
                  market and (ii) are clear of all liens, claims, encumbrances
                  or security interests;

            (c)   by tender of a full recourse promissory note having such terms
                  as may be approved by the Committee and bearing interest at a
                  rate sufficient to avoid imputation of income under Sections
                  483 and 1274 of the Code and any adverse accounting
                  treatments; provided, however, that Participants who are not
                  employees or directors of Micron Electronics or a Subsidiary
                  will not be entitled to purchase Shares with a promissory note
                  unless the note is adequately secured by collateral other than
                  the Shares; provided, further, that the portion of the
                  Exercise Price or Purchase Price, as the case may be, equal to
                  the par value of the Shares must be paid in cash or other
                  legal consideration permitted by law;

            (d)   by waiver of compensation due or accrued to the Participant
                  from Micron Electronics or a Subsidiary for services rendered;

            (e)   with respect only to purchases upon exercise of an Option, and
                  provided that a public market for Micron Electronics's stock
                  exists: through a "same day sale" commitment from the
                  Participant and a broker-dealer that is a member of the
                  National Association of Securities Dealers (an "NASD DEALER")
                  whereby the Participant irrevocably elects to exercise the
                  Option and to sell a portion of the Shares so purchased
                  sufficient to pay the total Exercise Price, and whereby the
                  NASD Dealer irrevocably commits upon receipt of such Shares to
                  forward the total Exercise Price directly to Micron
                  Electronics; or

            (f)   by any combination of the foregoing.

            7.2   Loan Guarantees. The Committee may, in its sole discretion,
elect to assist the Participant in paying for Shares purchased under this Plan
by authorizing a guarantee by Micron Electronics of a third-party loan to the
Participant.

      8.    WITHHOLDING TAXES.

            8.1   Withholding Generally. Whenever Shares are to be issued in
satisfaction of Awards granted under this Plan, Micron Electronics may require
the Participant to remit to Micron Electronics an amount sufficient to satisfy
federal, state and local withholding tax requirements prior to the delivery of
any certificate or certificates for such Shares. Whenever, under this Plan,
payments in satisfaction of Awards are to be made in cash by Micron Electronics,
such payment will be net of an amount sufficient to satisfy federal, state, and
local income and employment withholding tax requirements.

            8.2   Stock Withholding. When, under applicable tax laws, a
Participant incurs tax liability in connection with the exercise or vesting of
any Award that is subject to tax withholding and the Participant is obligated to
pay Micron Electronics the amount required to be withheld, the Committee may in
its sole discretion allow the Participant to satisfy the minimum withholding tax
obligation by electing to have Micron Electronics withhold from the Shares to be
issued that minimum number of Shares having a Fair Market Value equal to the
minimum amount required to be withheld, determined on the date that the amount
of tax to be withheld is to be determined; but in no event will Micron
Electronics withhold Shares if such withholding would result in adverse
accounting consequences to Micron Electronics or a Subsidiary. All elections by
a Participant to have Shares withheld for this purpose will be made in
accordance with the requirements established by the Committee for such elections
and be in writing in a form acceptable to the Committee.

      9.    PRIVILEGES OF STOCK OWNERSHIP.



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            9.1   Voting and Dividends. No Participant will have any of the
rights of a stockholder with respect to any Shares until the Shares are issued
to the Participant. After Shares are issued to the Participant, the Participant
will be a stockholder and have all the rights of a stockholder with respect to
such Shares, including the right to vote and receive all dividends or other
distributions made or paid with respect to such Shares; provided, that if such
Shares are Restricted Stock, then any new, additional or different securities
the Participant may become entitled to receive with respect to such Shares by
virtue of a stock dividend, stock split or any other change in the corporate or
capital structure of Micron Electronics will be subject to the same restrictions
as the Restricted Stock. The Participant will have no right to retain such stock
dividends or stock distributions with respect to Unvested Shares that are
repurchased pursuant to Section 11 hereof. Micron Electronics will comply with
any state blue sky regulations with respect to the voting rights of Common
Stock.

      10.   TRANSFERABILITY.

            10.1  General Rule. Except as otherwise provided in this Section 10,
Awards granted under this Plan, and any interest therein, will not be
transferable or assignable by Participant, and may not be made subject to
execution, attachment or similar process, otherwise than by will or by the laws
of descent and distribution or as determined by the Committee and set forth in
the Notice of Grant.

            10.2  NQSOs. Unless otherwise restricted by the Committee, an NQSO
shall be exercisable: (i) during the Participant's lifetime only by (A) the
Participant, (B) the Participant's guardian or legal representative, (C) a
Family Member of the Participant who has acquired the NQSO by "permitted
transfer;" or (ii) after Participant's death, by the legal representative of the
Participant's heirs or legatees. "Permitted transfer" means, as authorized by
this Plan and the Committee in an NQSO, any transfer effected by the Participant
during the Participant's lifetime of an interest in such NQSO but only such
transfers which are by gift or domestic relations order. A permitted transfer
does not include any transfer for value and neither of the following are
transfers for value: (a) a transfer of under a domestic relations order in
settlement of marital property rights or (b) a transfer to an entity in which
more than fifty percent of the voting interests are owned by Family Members or
the Participant in exchange for an interest in that entity.

      11.   RESTRICTIONS ON SHARES. At the discretion of the Committee, Micron
Electronics may reserve to itself and/or its assignee(s) in the Notice of Grant
a right to repurchase Unvested Shares held by a Participant for cash and/or
cancellation of purchase money indebtedness owed to Micron Electronics or a
Subsidiary by the Participant following such Participant's Termination at any
time within the later of ninety (90) days after the Participant's Termination
Date and the date the Participant purchases Shares under the Plan at the
Participant's Exercise Price or Purchase Price, as the case may be.

      12.   CERTIFICATES. All certificates for Shares or other securities
delivered under this Plan will be subject to such stock transfer orders, legends
and other restrictions as the Committee may deem necessary or advisable,
including restrictions under any applicable federal, state or foreign securities
law, or any rules, regulations and other requirements of the SEC or any stock
exchange or automated quotation system upon which the Shares may be listed or
quoted.

      13.   ESCROW; PLEDGE OF SHARES. To enforce any restrictions on a
Participant's Shares set forth in Section 11 hereof, the Committee may require
the Participant to deposit all certificates representing Shares, together with
stock powers or other instruments of transfer approved by the Committee,
appropriately endorsed in blank, with Micron Electronics or an agent designated
by Micron Electronics to hold in escrow until such restrictions have lapsed or
terminated. The Committee may cause a legend or legends referencing such
restrictions to be placed on the certificates. Any Participant who is permitted
to execute a promissory note as partial or full consideration for the purchase
of Shares under this Plan will be required to pledge and deposit with Micron
Electronics all or part of the Shares so purchased as collateral to secure the
payment of Participant's obligation to Micron Electronics under the promissory
note; provided, however, that the Committee may require or accept other or
additional forms of collateral to secure the payment of such obligation and, in
any event, Micron Electronics will have full recourse against the Participant
under the promissory note notwithstanding any pledge of the Participant's Shares
or other



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collateral. In connection with any pledge of the Shares, Participant will be
required to execute and deliver a written pledge agreement in such form as the
Committee will from time to time approve.

      14.   EXCHANGE AND BUYOUT OF AWARDS. The Committee may, at any time or
from time to time, authorize Micron Electronics, with the consent of the
respective Participants, to issue new Awards in exchange for the surrender and
cancellation of any or all outstanding Awards. The Committee may at any time buy
from a Participant an Award previously granted with payment in cash, shares of
Common Stock of Micron Electronics (including Restricted Stock) or other
consideration, based on such terms and conditions as the Committee and the
Participant may agree.

      15.   SECURITIES LAW AND OTHER REGULATORY COMPLIANCE. An Award will not be
effective unless such Award is in compliance with all applicable federal and
state securities laws, rules and regulations of any governmental body, and the
requirements of any stock exchange or automated quotation system upon which the
Shares may then be listed or quoted, as they are in effect on the date of grant
of the Award and also on the date of exercise or other issuance. Notwithstanding
any other provision in this Plan, Micron Electronics will have no obligation to
issue or deliver certificates for Shares under this Plan prior to (i) obtaining
any approvals from governmental agencies that Micron Electronics determines are
necessary or advisable, and/or (ii) compliance with any exemption, completion of
any registration or other qualification of such Shares under any state or
federal law or ruling of any governmental body that Micron Electronics
determines to be necessary or advisable. Micron Electronics will not be under an
obligation to register the Shares with the SEC or to effect compliance with the
exemption, registration, qualification or listing requirements of any state
securities laws, stock exchange or automated quotation system, and neither
Micron Electronics nor any Subsidiary will have any liability for any inability
or failure to do so.

      16.   NO OBLIGATION TO EMPLOY. Nothing in this Plan or any Award granted
under this Plan will confer or be deemed to confer on any Participant any right
to continue in the employ of, or to continue any other relationship with Micron
Electronics or a Subsidiary or limit in any way the right of Micron Electronics
or a Subsidiary to terminate Participant's employment or other relationship at
any time, with or without Cause.

      17.   CORPORATE TRANSACTIONS.

            17.1  Assumption or Replacement of Awards by Successor. In the event
of (i) a dissolution or liquidation of Micron Electronics, (ii) a merger or
consolidation in which Micron Electronics is not the surviving corporation
(other than a merger or consolidation with a wholly-owned subsidiary, a
reincorporation of Micron Electronics in a different jurisdiction, or other
transaction in which there is no substantial change in the stockholders of
Micron Electronics or their relative stock holdings and the Awards granted under
this Plan are assumed, converted or replaced by the successor corporation, which
assumption will be binding on all Participants), or (iii) a merger in which
Micron Electronics is the surviving corporation but after which the stockholders
of Micron Electronics immediately prior to such merger (other than any
stockholder that merges, or which owns or controls another corporation that
merges, with Micron Electronics in such merger) cease to own their shares or
other equity interest in Micron Electronics, (each, a "CORPORATE TRANSACTION"),
any or all outstanding Awards may be assumed, converted or replaced by the
successor or acquiring corporation (if any), which assumption, conversion or
replacement will be binding on all Participants. In the alternative, the
successor or acquiring corporation may substitute equivalent Awards or provide
substantially similar consideration to Participants as was provided to
stockholders (after taking into account the existing provisions of the Awards).
The successor or acquiring corporation may also issue, in place of outstanding
unvested Shares of Micron Electronics held by the Participants, substantially
similar shares or other property subject to repurchase restrictions no less
favorable to the Participant.

            In the event such successor or acquiring corporation (if any)
refuses to assume or substitute Awards, as provided above, pursuant to a
Corporate Transaction described in this Subsection 17.1, then notwithstanding
any other provision in this Plan to the contrary, the vesting of such Awards
will accelerate and the Options will become exercisable in full prior to the
consummation of such event at such times and on such conditions as the Committee
determines, and if such Options are not exercised prior to the consummation of
the Corporate Transaction, they shall terminate in accordance with the
provisions of this Plan. Notwithstanding



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anything in this Plan to the contrary, the Committee may, in its sole
discretion, provide that the vesting of any or all Awards granted pursuant to
this Plan will accelerate upon a Corporate Transaction described in this Section
17. If the Committee exercises such discretion with respect to Options, such
Options will become exercisable in full prior to the consummation of such event
at such time and on such conditions as the Committee determines, and if such
Options are not exercised prior to the consummation of the Corporate
Transaction, they shall terminate at such time as determined by the Committee.

            17.2  Other Treatment of Awards. Subject to any greater rights
granted to Participants under the foregoing provisions of this Section 17, in
the event of the occurrence of any transaction described in Section 17.1 hereof,
any outstanding Awards will be treated as provided in the applicable agreement
or plan of merger, consolidation, dissolution, liquidation or sale of assets.

            17.3  Assumption of Awards by Micron Electronics. Micron
Electronics, from time to time, also may substitute or assume outstanding awards
granted by another company, whether in connection with an acquisition of such
other company or otherwise, by either (i) granting an Award under this Plan in
substitution of such other company's award or (ii) assuming such award as if it
had been granted under this Plan if the terms of such assumed award could be
applied to an Award granted under this Plan. Such substitution or assumption
will be permissible if the holder of the substituted or assumed award would have
been eligible to be granted an Award under this Plan if the other company had
applied the rules of this Plan to such grant. In the event Micron Electronics
assumes an award granted by another company, the terms and conditions of such
award will remain unchanged (except that the exercise price and the number and
nature of shares issuable upon exercise of any such option will be adjusted
appropriately). In the event Micron Electronics elects to grant a new Option
rather than assuming an existing option, such new Option may be granted with a
similarly adjusted Exercise Price.

      18.   ADOPTION. This Plan will become effective on the date that it is
adopted by the Board (the "EFFECTIVE DATE").

      19.   TERM OF PLAN/GOVERNING LAW. Unless earlier terminated as provided
herein, this Plan will terminate ten (10) years from the Effective Date or, if
earlier, the date of stockholder approval. This Plan and all agreements
hereunder shall be governed by and construed in accordance with the laws of the
State of Minnesota.

      20.   AMENDMENT OR TERMINATION OF PLAN. Subject to Section 5.8 hereof, the
Board may at any time terminate or amend this Plan in any respect, including
without limitation amendment of any form of Notice of Grant or instrument to be
executed pursuant to this Plan

      21.   NONEXCLUSIVITY OF THE PLAN. Neither the adoption of this Plan by the
Board nor any provision of this Plan will be construed as creating any
limitations on the power of the Board to adopt such additional compensation
arrangements as it may deem desirable, including, without limitation, the
granting of stock options and other equity awards otherwise than under this
Plan, and such arrangements may be either generally applicable or applicable
only in specific cases.

      22.   DEFINITIONS. As used in this Plan, the following terms will have the
following meanings:

            "AWARD" means any award under this Plan, including any Option or
Restricted Stock Award.

            "BOARD" means the Board of Directors of Micron Electronics.

            "CAUSE" means Termination because of (i) any willful, material
violation by the Participant of any law or regulation applicable to the business
of Micron Electronics or a Subsidiary, the Participant's conviction for, or
guilty plea to, a felony or a crime involving moral turpitude, or any willful
perpetration by the Participant of a common law fraud, (ii) the Participant's
commission of an act of personal dishonesty which involves personal profit in
connection with Micron Electronics, a Subsidiary or any other entity having a
business relationship with Micron Electronics, (iii) any material breach by the
Participant of any provision of any agreement or understanding between Micron
Electronics or a Subsidiary and the Participant regarding the terms of the
Participant's service as an



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<PAGE>   9

employee, officer, director or consultant to Micron Electronics or a Subsidiary,
including without limitation, the willful and continued failure or refusal of
the Participant to perform the material duties required of such Participant as
an employee, officer, director or consultant of Micron Electronics or a
Subsidiary, other than as a result of having a Disability, or a breach of any
applicable invention assignment and confidentiality agreement or similar
agreement between Micron Electronics or a Subsidiary and the Participant, (iv)
Participant's disregard of the policies of Micron Electronics or a Subsidiary so
as to cause loss, damage or injury to the property, reputation or employees of
Micron Electronics or a Subsidiary, or (v) any other misconduct by the
Participant which is materially injurious to the financial condition or business
reputation of, or is otherwise materially injurious to, Micron Electronics or a
Subsidiary.

            "CODE" means the Internal Revenue Code of 1986, as amended.

            "COMMITTEE" means the committee created and appointed by the Board
to administer this Plan, or if no committee is created and appointed, the Board.

            "COMPANY" means HostPro, Inc., or any successor corporation.

            "DISABILITY" means a disability, whether temporary or permanent,
partial or total, as determined by the Committee.

            "EXERCISE PRICE" means the price at which a holder of an Option may
purchase the Shares issuable upon exercise of the Option.

            "FAIR MARKET VALUE" means, as of any date, the value of a share of
Micron Electronics Common Stock determined as follows:

            (a)   if such Common Stock is then quoted on the Nasdaq National
                  Market, its closing price on the Nasdaq National Market on the
                  date of determination as reported in The Wall Street Journal;

            (b)   if such Common Stock is publicly traded and is then listed on
                  a national securities exchange, its closing price on the date
                  of determination on the principal national securities exchange
                  on which the Common Stock is listed or admitted to trading as
                  reported in The Wall Street Journal;

            (c)   if such Common Stock is publicly traded but is not quoted on
                  the Nasdaq National Market nor listed or admitted to trading
                  on a national securities exchange, the average of the closing
                  bid and asked prices on the date of determination as reported
                  by The Wall Street Journal (or, if not so reported, as
                  otherwise reported by any newspaper or other source as the
                  Board may determine); or

            (d)   if none of the foregoing is applicable, by the Committee in
                  good faith.

            "FAMILY MEMBER" includes any of the following:

            (a)   child, stepchild, grandchild, parent, stepparent, grandparent,
                  spouse, former spouse, sibling, niece, nephew, mother-in-law,
                  father-in-law, son-in-law, daughter-in-law, brother-in-law, or
                  sister-in-law of the Participant, including any such person
                  with such relationship to the Participant by adoption;

            (b)   any person (other than a tenant or employee) sharing the
                  Participant's household;



                                       9
<PAGE>   10

            (c)   a trust in which the persons in (a) and (b) have more than
                  fifty percent of the beneficial interest;

            (d)   a foundation in which the persons in (a) and (b) or the
                  Participant control the management of assets; or

            (e)   any other entity in which the persons in (a) and (b) or the
                  Participant own more than fifty percent of the voting
                  interest.

            "INSIDER" means an officer or director of Micron Electronics, Inc.
or a Subsidiary or any other person whose transactions in Micron Electronics
Common Stock are subject to Section 16 of the Securities Exchange Act of 1934,
as amended.

            "MICRON ELECTRONICS" means Micron Electronics, Inc.

            "NOTICE OF GRANT" means, with respect to each Award, the written
agreement between Micron Electronics and the Participant setting forth the terms
and conditions of the Award, including the Restricted Stock Purchase Agreement.

            "OPTION" means an award of an option to purchase Shares pursuant to
Section 5 hereof.

            "PARTICIPANT" means a person who receives an Award under this Plan.

            "PLAN" means this Micron Electronics, Inc. 2001 Equity Incentive
Plan, as amended from time to time.

            "PURCHASE PRICE" means the price at which a Participant may purchase
Restricted Stock.

            "RESTRICTED STOCK" means Shares purchased pursuant to a Restricted
Stock Award.

            "RESTRICTED STOCK AWARD" means an award of Shares pursuant to
Section 6 hereof.

            "SEC" means the Securities and Exchange Commission.

            "SECURITIES ACT" means the Securities Act of 1933, as amended.

            "SHARES" means shares of the Micron Electronics, Inc. Common Stock,
$0.01 par value, reserved for issuance under this Plan, as adjusted pursuant to
Sections 2 and 17 hereof, and any successor security.

            "SUBSIDIARY" means any corporation (other than Micron Electronics),
including the Company, in an unbroken chain of corporations beginning with
Micron Electronics if each of the corporations other than the last corporation
in the unbroken chain owns stock representing fifty percent (50%) or more of the
total combined voting power of all classes of stock in one of the other
corporations in such chain.

            "TERMINATION" or "TERMINATED" means, for purposes of this Plan with
respect to a Participant, that the Participant has for any reason ceased to
provide services as an employee, officer, director or consultant to Micron
Electronics or a Subsidiary. A Participant will not be deemed to have ceased to
provide services in the case of (i) sick leave, (ii) military leave, or (iii)
any other leave of absence approved by the Committee, provided that such leave
is for a period of not more than ninety (90) days (a) unless reinstatement upon
the expiration of such leave is guaranteed by contract or statute, or (b) unless
provided otherwise pursuant to formal policy adopted from time to time by the
Board and issued and promulgated in writing. In the case of any Participant on
(i) sick leave, (ii) military leave or (iii) an approved leave of absence, the
Committee may make such provisions respecting suspension of vesting of the Award
while on leave from Micron Electronics or a Subsidiary as it may deem
appropriate, except that in no event may an Option be exercised after the
expiration of the term set forth in the Notice of Grant. The



                                       10
<PAGE>   11

Committee will have sole discretion to determine whether a Participant has
ceased to provide services and the effective date on which the Participant
ceased to provide services (the "TERMINATION DATE").

            "UNVESTED SHARES" means "Unvested Shares" as defined in the Notice
of Grant.

            "VESTED SHARES" means "Vested Shares" as defined in the Notice of
Grant.



                                       11
<PAGE>   12

                                                                 NO. ___________

                            MICRON ELECTRONICS, INC.

                           2001 EQUITY INCENTIVE PLAN

                                 NOTICE OF GRANT

      This Notice of Grant (the "AGREEMENT") is made and entered into as of the
date of grant set forth below (the "DATE OF GRANT") by and between Micron
Electronics, Inc., a Minnesota corporation ("MICRON ELECTRONICS"), and the
participant named below (the "PARTICIPANT"). Capitalized terms not defined
herein shall have the meaning ascribed to them in Micron Electronics, Inc. 2001
Equity Incentive Plan.

PARTICIPANT:                    ___________________________________

TOTAL OPTION SHARES:            ___________________________________

EXERCISE PRICE PER SHARE:       ___________________________________

DATE OF GRANT:                  ___________________________________

FIRST VESTING DATE:             ___________________________________

EXPIRATION DATE:                (unless earlier terminated under Section 3 below
                                or Section 5.6 of the Plan)

TYPE OF STOCK OPTION:           NONQUALIFIED STOCK OPTION


      IN WITNESS WHEREOF, Micron Electronics, Inc. has caused this Agreement to
be executed in triplicate by its duly authorized representative and Participant
has executed this Agreement in duplicate, effective as of the Date of Grant.


MICRON ELECTRONICS, INC.                  PARTICIPANT

By:___________________________________    _____________________________________
                                          (Signature)


______________________________________    _____________________________________
(Please print name)                       (Please print name)


______________________________________
(Please print title)



<PAGE>   13

                              TERMS AND CONDITIONS
                               OF NOTICE OF GRANT

      1.    GRANT OF OPTION. Micron Electronics hereby grants to Participant an
option (this "OPTION") to purchase the total number of shares of Common Stock,
 .01 par value, of Micron Electronics set forth above as Total Option Shares (the
"SHARES") at the Exercise Price Per Share set forth above (the "EXERCISE
PRICE"), subject to all of the terms and conditions of this Agreement and the
Plan.

      2.    EXERCISE PERIOD.

            2.1   Exercise Period of Option. Provided Participant continues to
provide services to Micron Electronics or a Subsidiary or, for so long as it
owns 50% or more of the total combined voting power of Micron Electronics, to
Micron Technology, Inc., the Option will become vested and exercisable as to
portions of the Shares as follows: (i) this Option shall not vest nor be
exercisable with respect to any of the Shares until the First Vesting Date set
forth on the first page of this Agreement (the "FIRST VESTING DATE"); (ii) on
the First Vesting Date the Option will become vested and exercisable as to
twenty-five percent (25%) of the Shares; and (iii) thereafter at the end of each
full succeeding month the Option will become vested and exercisable as to
2.08333% of the Shares until the Shares are vested with respect to one hundred
percent (100%) of the Shares. If application of the vesting percentage causes a
fractional share, such share shall be rounded down to the nearest whole share
for each month except for the last month in such vesting period, at the end of
which last month this Option shall become exercisable for the full remainder of
the Shares.

            2.2   Vesting of Options. Shares that are vested pursuant to the
schedule set forth in Section 2.1 are "VESTED SHARES." Shares that are not
vested pursuant to the schedule set forth in Section 2.1 are "UNVESTED SHARES."

            2.3   Expiration. The Option shall expire on the Expiration Date set
forth above or earlier as provided in Section 3 below or pursuant to Section 5.6
of the Plan.

      3.    TERMINATION.

            3.1   Termination for Any Reason Except Death, Disability or Cause.
If Participant is Terminated for any reason other than death, Disability or for
Cause, then the Participant may exercise such Participant's Options only to the
extent that such Options are exercisable upon the Termination Date or as
otherwise determined by the Committee. Such Options must be exercised by the
Participant, if at all, as to all or some of the Vested Shares calculated as of
the Termination Date or such other date determined by the Committee, within
thirty (30) days after the Termination Date but in any event, no later than the
expiration date of the Options.

            3.2   Termination Because of Death or Disability. If Participant is
Terminated because of Participant's death or Disability (or the Participant dies
within thirty (30) days after a Termination other than for Cause), then
Participant's Options may be exercised only to the extent that such Options are
exercisable by Participant on the Termination Date or as otherwise determined by
the Committee. Such options must be exercised by Participant (or Participant's
legal representative or authorized assignee), if at all, as to all or some of
the Vested Shares calculated as of the Termination Date or such other date
determined by the Committee, within twelve (12) months after the Termination
Date but in any event no later than the expiration date of the Options.

            3.3   Termination for Cause. If Participant is terminated for Cause,
then Participant's Options shall expire on such Participant's Termination Date,
or at such later time and on such conditions as are determined by the Committee.

            3.4   No Obligation to Employ. Nothing in the Plan or this Agreement
shall confer on Participant any right to continue in the employ of, or other
relationship with, Micron Electronics or a Subsidiary or limit in any



                                       2
<PAGE>   14

way the right of Micron Electronics or a Subsidiary to terminate Participant's
employment or other relationship at any time, with or without Cause.

            3.5   Confidentiality. Participant agrees that information regarding
this Option, including, but not limited to, the issuance of the Option to
Participant and the number of Shares subject to the Option, is Micron
Electronics confidential information, and is subject to Participant's
obligations to maintain such information in confidence. Participant agrees not
to disclose such information to any third party, except to his or her immediate
family members, accountants, financial advisors and attorneys (each of whom
shall be informed of the confidential nature of the information and agree not to
disclose the information to any third party), or as required by law. Participant
agrees that the Committee may, at its discretion, immediately terminate all or
part of this Option if Participant violates this Section 3.5.

      4.    MANNER OF EXERCISE.

            4.1   Stock Option Exercise Agreement. To exercise this Option,
Participant (or in the case of exercise after Participant's death or incapacity,
Participant's executor, administrator, heir or legatee, as the case may be) must
deliver to Micron Electronics an executed stock option exercise agreement in
such form as may be approved by the Committee from time to time (the "EXERCISE
AGREEMENT"), which shall set forth, inter alia, (i) Participant's election to
exercise the Option, (ii) the number of Shares being purchased, (iii) any
restrictions imposed on the Shares and (iv) any representations, warranties and
agreements regarding Participant's investment intent and access to information
as may be required by Micron Electronics to comply with applicable securities
laws. If someone other than Participant exercises the Option, then such person
must submit documentation reasonably acceptable to Micron Electronics verifying
that such person has the legal right to exercise the Option and such person
shall be subject to all of the restrictions contained herein as if such person
were the Participant.

            4.2   Limitations on Exercise. The Option may not be exercised
unless such exercise is in compliance with all applicable federal and state
securities laws, as they are in effect on the date of exercise. The Option may
not be exercised as to fewer than one hundred (100) Shares unless it is
exercised as to all Shares as to which the Option is then exercisable.

            4.3   Payment. The Exercise Agreement shall be accompanied by full
payment of the Exercise Price for the shares being purchased in cash (by check),
or where permitted by law:

            (a)   by cancellation of indebtedness of Micron Electronics or a
                  Subsidiary to the Participant;

            (b)   by surrender of shares of Micron Electronics's Common Stock
                  that (i) either (A) have been owned by Participant for more
                  than six (6) months and have been paid for within the meaning
                  of SEC Rule 144 (and, if such shares were purchased from
                  Micron Electronics by use of a promissory note, such note has
                  been fully paid with respect to such shares); or (B) were
                  obtained by Participant in the open public market; and (ii)
                  are clear of all liens, claims, encumbrances or security
                  interests;

            (c)   by waiver of compensation due or accrued to Participant from
                  Micron Electronics or a Subsidiary for services rendered;

            (d)   provided that a public market for Micron Electronics's stock
                  exists: (i) through a "same day sale" commitment from
                  Participant and a broker-dealer that is a member of the
                  National Association of Securities Dealers (an "NASD DEALER")
                  whereby Participant irrevocably elects to exercise the Option
                  and to sell a portion of the Shares so purchased sufficient to
                  pay for the total Exercise Price and whereby the NASD Dealer
                  irrevocably commits upon receipt of such Shares to forward the
                  total Exercise Price directly to Micron Electronics, or (ii)
                  through a "margin" commitment from Participant and an NASD
                  Dealer whereby Participant irrevocably elects to exercise the
                  Option and to pledge



                                       3
<PAGE>   15

                  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 total Exercise Price, and whereby the NASD Dealer
                  irrevocably commits upon receipt of such Shares to forward the
                  total Exercise Price directly to Micron Electronics; or

            (e)   any other form of consideration approved by the Committee; or

            (f)   by any combination of the foregoing.

            4.4   Tax Withholding. Prior to the issuance of the Shares upon
exercise of the Option, Participant must pay or provide for any applicable
federal, state and local withholding obligations of Micron Electronics or any
Subsidiary. If the Committee permits, Participant may provide for payment of
withholding taxes upon exercise of the Option by requesting that Micron
Electronics retain the minimum number of Shares with a Fair Market Value equal
to the minimum amount of taxes required to be withheld; but in no event will
Micron Electronics withhold Shares if such withholding would result in adverse
accounting consequences to Micron Electronics or any Subsidiary. In such case,
Micron Electronics shall issue the net number of Shares to the Participant by
deducting the Shares retained from the Shares issuable upon exercise.

            4.5   Issuance of Shares. Provided that the Exercise Agreement and
payment are in form and substance satisfactory to counsel for Micron
Electronics, Micron Electronics shall issue the Shares registered in the name of
Participant, Participant's authorized assignee, or Participant's legal
representative, and shall deliver certificates representing the Shares with the
appropriate legends affixed thereto.

      5.    CORPORATE TRANSACTIONS.

            5.1   Assumption or Replacement of Options by Successor. In the
event of (i) a dissolution or liquidation of Micron Electronics, (ii) a merger
or consolidation in which Micron Electronics is not the surviving corporation
(other than a merger or consolidation with a wholly-owned subsidiary, a
reincorporation of Micron Electronics in a different jurisdiction, or other
transaction in which there is no substantial change in the stockholders of
Micron Electronics or their relative stock holdings and the Options granted
under the Plan are assumed, converted or replaced by the successor corporation,
which assumption will be binding on all Participants), or (iii) a merger in
which Micron Electronics is the surviving corporation but after which the
stockholders of Micron Electronics immediately prior to such merger (other than
any stockholder that merges, or which owns or controls another corporation that
merges, with Micron Electronics in such merger) cease to own their shares or
other equity interest in Micron Electronics (each, a "CORPORATE TRANSACTION"),
any or all outstanding Options may be assumed, converted or replaced by the
successor or acquiring corporation (if any), which assumption, conversion or
replacement will be binding on all Participants. In the alternative, the
successor or acquiring corporation may substitute equivalent Options or provide
substantially similar consideration to Participants as was provided to
shareholders (after taking into account the existing provisions of the Options).
The successor or acquiring corporation may also issue, in place of outstanding
unvested Shares of Micron Electronics held by the Participants, substantially
similar shares or other property subject to repurchase restrictions no less
favorable to the Participant.

            In the event such successor or acquiring corporation (if any)
refuses to assume or substitute Options, as provided above, pursuant to a
Corporate Transaction described in this Subsection 5.1, then notwithstanding any
other provision in the Plan or Notice of Grant to the contrary, the vesting of
such Options will accelerate and the Options will become exercisable in full
prior to the consummation of such event at such times and on such conditions as
the Committee determines, and if such Options are not exercised prior to the
consummation of the Corporate Transaction, they shall terminate in accordance
with the provisions of the Plan. Notwithstanding anything in the Plan or the
Notice of Grant to the contrary, the Committee may, in its sole discretion,
provide that the vesting of any or all Options granted pursuant to the Plan will
accelerate upon a Corporate Transaction described in this Section 5. If the
Committee exercises such discretion with respect to Options, such Options will
become exercisable in full prior to the consummation of such event at such time
and on such conditions as the Committee determines, and if such Options are not
exercised prior to the consummation of the Corporate Transaction, they shall
terminate at such time as determined by the Committee.



                                       4
<PAGE>   16

            5.2   Other Treatment of Options. Subject to any greater rights
granted to Participants under the foregoing provisions of this Section 5, in the
event of the occurrence of any transaction described in Section 5.1 hereof, any
outstanding Options will be treated as provided in the applicable agreement or
plan of merger, consolidation, dissolution, liquidation or sale of assets.

      6.    COMPLIANCE WITH LAWS AND REGULATIONS. The exercise of the Option and
the issuance and transfer of Shares shall be subject to compliance by Micron
Electronics and Participant with all applicable requirements of federal and
state securities laws and with all applicable requirements of any stock exchange
on which Micron Electronics's Common Stock may be listed at the time of such
issuance or transfer. Participant understands that neither Micron Electronics
nor any Subsidiary is under any obligation to register or qualify the Shares
with the SEC, any state securities commission or any stock exchange to effect
such compliance.

      7.    NONTRANSFERABILITY OF OPTION. The Option may not be transferred in
any manner other than by will or by the laws of descent and distribution or as
determined by the Committee. The terms of the Option shall be binding upon the
executors, administrators, successors and assigns of Participant. Unless
otherwise restricted by the Committee, the Option shall be exercisable: (i)
during the Participant's lifetime only by (A) the Participant, (B) the
Participant's guardian or legal representative, (C) a Family Member of the
Participant who has acquired the Option by "permitted transfer;" and (ii) after
Participant's death, by the legal representative of the Participant's heirs or
legatees. "Permitted transfer" means, as authorized by this Plan and the
Committee in an Option, any transfer effected by the Participant during the
Participant's lifetime of an interest in such Option but only such transfers
which are by gift or domestic relations order. A permitted transfer does not
include any transfer for value and neither of the following are transfers for
value: (a) a transfer of under a domestic relations order in settlement of
marital property rights or (b) a transfer to an entity in which more than fifty
percent of the voting interests are owned by Family Members or the Participant
in exchange for an interest in that entity.

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

            8.1   Exercise of Nonqualified Stock Option. There may be a regular
federal and state income tax liability upon the exercise of the Option.
Participant 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 the date of exercise over the Exercise Price. If Participant is
a current or former employee of Micron Electronics or a Subsidiary, Micron
Electronics may be required to withhold from Participant's compensation or
collect from Participant and pay to the applicable taxing authorities an amount
equal to a percentage of this compensation income at the time of exercise.

            8.2   Disposition of Shares. The following tax consequences may
apply upon disposition of the Shares. If the Shares are held for more than
twelve (12) months after the date of purchase of the Shares pursuant to the
exercise of an Option, any gain realized on disposition of the Shares will be
treated as long term capital gain. If the Shares are disposed of within this
twelve (12) month period, any gain realized on such disposition will be treated
as compensation income. Micron Electronics may be required to withhold from the
Participant's compensation or collect from the Participant and pay to the
applicable taxing authorities an amount equal to a percentage of this
compensation income.

      9.    PRIVILEGES OF STOCK OWNERSHIP. Participant shall not have any of the
rights of a stockholder with respect to any Shares until the Shares are issued
to Participant.

      10.   INTERPRETATION. Any dispute regarding the interpretation of this
Agreement shall be submitted by Participant or Micron Electronics to the
Committee for review. The resolution of such a dispute by the Committee shall be
final and binding on Micron Electronics and Participant.



                                       5
<PAGE>   17

      11.   ENTIRE AGREEMENT. The Plan is incorporated herein by reference. This
Agreement and the Plan constitute the entire agreement of the parties and
supersede all prior undertakings and agreements with respect to the subject
matter hereof.

      12.   NOTICES. Any notice required to be given or delivered to Micron
Electronics under the terms of this Agreement shall be in writing and addressed
to the Corporate Secretary of Micron Electronics at its principal corporate
offices. Any notice required to be given or delivered to Participant shall be in
writing and addressed to Participant at the address indicated above or to such
other address as such party may designate in writing from time to time to Micron
Electronics. All notices shall be deemed to have been given or delivered upon:
(i) personal delivery; (ii) three (3) days after deposit in the United States
mail by certified or registered mail (return receipt requested); (iii) one (1)
business day after deposit with any return receipt express courier (prepaid); or
(iv) one (1) business day after transmission by facsimile, rapifax or
telecopier.

      13.   SUCCESSORS AND ASSIGNS. Micron Electronics may assign any of its
rights under this Agreement. This Agreement shall be binding upon and inure to
the benefit of the successors and assigns of Micron Electronics. Subject to the
restrictions on transfer set forth herein, this Agreement shall be binding upon
Participant and Participant's heirs, executors, administrators, legal
representatives, successors and assigns.

      14.   GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Minnesota. If any provision of this
Agreement is determined by a court of law to be illegal or unenforceable, then
such provision will be enforced to the maximum extent possible and the other
provisions will remain fully effective and enforceable.

      15.   ACCEPTANCE. Participant hereby acknowledges receipt of a copy of the
Plan and this Agreement. Participant has read and understands the terms and
provisions thereof, and accepts the Option subject to all the terms and
conditions of the Plan and this Agreement. Participant acknowledges that there
may be adverse tax consequences upon exercise of the Option or disposition of
the Shares and that Participant should consult a tax adviser prior to such
exercise or disposition.



                                       6