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                                                                    EXHIBIT 4.04

                                NANOBIZ.COM, INC.

                            2000 STOCK INCENTIVE PLAN

        1.     Purposes of the Plan. The purposes of this Stock Incentive Plan
               --------------------
are to attract and retain the best available personnel, to provide additional
incentive to Employees, Directors and Consultants and to promote the success of
the Company's business.

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

           a.  "Administrator" means the Board or any of the Committees
                -------------
               appointed to administer the Plan.

           b.  "Applicable Laws" means the legal requirements relating to the
                ---------------
               administration of stock incentive plans, if any, under applicable
               provisions of federal and state securities laws, the corporate
               laws of California and, to the extent other than California, the
               corporate law of the state of the Company's incorporation, the
               Code, the rules of any applicable stock exchange or national
               market system, and the rules of any foreign jurisdiction
               applicable to Awards granted to residents therein.

           c.  "Award" means the grant of an Option, Restricted Stock, SAR,
                -----
               Dividend Equivalent Right, Performance Unit, Performance Share,
               or other right or benefit under the Plan.

           d.  "Award Agreement" means the written agreement evidencing the
                ---------------
               grant of an Award executed by the Company and the Grantee,
               including any amendments thereto.

           e.  "Board" means the Board of Directors of the Company.
                -----

           f.  "Cause" means, with respect to the termination by the Company or
                -----
               a Related Entity of the Grantee's Continuous Service, that such
               termination is for "Cause" as such term is expressly defined in a
               then-effective written agreement between the Grantee and the
               Company or such Related Entity, or in the absence of such then-
               effective written agreement and definition, is based on, in the
               determination of the Administrator, the Grantee's: (i) refusal or
               failure to act in accordance with any specific, lawful direction
               or order of the Company or a Related Entity; (ii) unfitness or
               unavailability for service or unsatisfactory performance (other
               than as a result of Disability); (iii) performance of any act or
               failure to perform any act in bad faith and to the detriment of
               the Company or a Related Entity; (iv) dishonesty, intentional
               misconduct or material breach of any agreement with the Company
               or a Related Entity; or (v) commission of a crime involving
               dishonesty, breach of trust, or physical or emotional harm to any
               person. At least 30 days prior to the termination of the
               Grantee's Continuous Service pursuant to (i) or (ii) above, the
               Company shall provide the Grantee with notice of the Company's or
               such Related Entity's intent to terminate, the reason therefor,
               and an opportunity for the Grantee to cure such defects in his or
               her service to the Company's or such Related Entity's
               satisfaction. During this 30 day (or longer) period, no Award
               issued to the Grantee under the Plan may be exercised or
               purchased.

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

           h.  "Committee" means any committee appointed by the Board to
                ---------
               administer the Plan.

           i.  "Common Stock" means the common stock of the Company.
                ------------

           j.  "Company" means Nanobiz, Inc., a Delaware corporation.
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           k.  "Consultant" means any person (other than an Employee or a
                ----------
               Director, solely with respect to rendering services in such
               person's capacity as a Director) who is engaged by the Company or
               any Related Entity to render consulting or advisory services to
               the Company or such Related Entity.

           l.  "Continuous Service" means that the provision of services to the
                ------------------
               Company or a Related Entity in any capacity of Employee, Director
               or Consultant, is not interrupted or terminated. Continuous
               Service shall not be considered interrupted in the case of (i)
               any approved leave of absence, (ii) transfers among the Company,
               any Related Entity, or any successor, in any capacity of
               Employee, Director or Consultant, or (iii) any change in status
               as long as the individual remains in the service of the Company
               or a Related Entity in any capacity of Employee, Director or
               Consultant (except as otherwise provided in the Award Agreement).
               An approved leave of absence shall include sick leave, military
               leave, or any other authorized personal leave. For purposes of
               each Incentive Stock Option granted under the Plan, if such leave
               exceeds ninety (90) days, and reemployment upon expiration of
               such leave is not guaranteed by statute or contract, then the
               Incentive Stock Option shall be treated as a Non-Qualified Stock
               Option on the day three (3) months and one (1) day following the
               expiration of such ninety (90) day period.

           m.  "Corporate Transaction" means any of the following transactions
                ---------------------
               to which the Company is a party:

                    i.    a merger or consolidation in which the Company is not
                    the surviving entity, except for a transaction the principal
                    purpose of which is to change the state in which the Company
                    is incorporated;

                    ii.   the sale, transfer or other disposition of all or
                    substantially all of the assets of the Company (including
                    the capital stock of the Company's subsidiary corporations);

                    iii.  approval by the Company's stockholders of any plan or
                    proposal for the complete liquidation or dissolution of the
                    Company;

                    iv.   any reverse merger in which the Company is the
                    surviving entity but in which securities possessing more
                    than fifty percent (50%) of the total combined voting power
                    of the Company's outstanding securities are transferred to a
                    person or persons different from those who held such
                    securities immediately prior to such merger; or

                    v.   acquisition by any person or related group of persons
                    (other than the Company or by a Company-sponsored employee
                    benefit plan) of beneficial ownership (within the meaning of
                    Rule 13d-3 of the Exchange Act) of securities possessing
                    more than fifty percent (50%) of the total combined voting
                    power of the Company's outstanding securities, but excluding
                    any such transaction that the Administrator determines shall
                    not be a Corporate Transaction.

           n.  "Director" means a member of the Board or the board of directors
                --------
               of any Related Entity.

           o.  "Disability" means a Grantee would qualify for benefit payments
                ----------
               under the long-term disability policy of the Company or the
               Related Entity to which the Grantee provides services regardless
               of whether the Grantee is covered by such policy. If the Company
               or the Related Entity to which the Grantee provides service does
               not have a long-term disability plan in place, "Disability" means
               that a Grantee is permanently unable to carry out the
               responsibilities and functions of the position held by the
               Grantee by reason of any medically determinable physical or
               mental impairment. A Grantee will not be considered to have
               incurred a Disability unless he or she furnishes proof of such
               impairment sufficient to satisfy the Administrator in its
               discretion.

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          p.   "Employee" means any person, including an Officer or Director,
                --------
               who is an employee of the Company or any Related Entity. The
               payment of a director's fee by the Company or a Related Entity
               shall not be sufficient to constitute "employment" by the
               Company.

          q.   "Exchange Act" means the Securities Exchange Act of 1934, as
                ------------
               amended.

          r.   "Fair Market Value" means, as of any date, the value of Common
                -----------------
               Stock determined as follows:

                    i.  Where there exists a public market for the Common Stock,
                    the Fair Market Value shall be (A) the closing price for a
                    Share for the last market trading day prior to the time of
                    the determination (or, if no closing price was reported on
                    that date, on the last trading date on which a closing price
                    was reported) on the stock exchange determined by the
                    Administrator to be the primary market for the Common Stock
                    or the Nasdaq National Market, whichever is applicable or
                    (B) if the Common Stock is not traded on any such exchange
                    or national market system, the average of the closing bid
                    and asked prices of a Share on the Nasdaq Small Cap Market
                    for the day prior to the time of the determination (or, if
                    no such prices were reported on that date, on the last date
                    on which such prices were reported), in each case, as
                    reported in The Wall Street Journal or such other source as
                    the Administrator deems reliable; or

                    ii. In the absence of an established market for the Common
                    Stock of the type described in (i), above, the Fair Market
                    Value thereof shall be determined by the Administrator in
                    good faith and in a manner consistent with Section
                    260.140.50 of Title 10 of the California Code of
                    Regulations.

          s.   "Good Reason" means the occurrence after a Corporate Transaction
                -----------
               of any of the following events or conditions unless consented to
               by the Grantee:

                    i.  (A) a change in the Grantee's status, title, position or
                    responsibilities which represents an adverse change from the
                    Grantee's status, title, position or responsibilities as in
                    effect at any time within six (6) months preceding the date
                    of a Corporate Transaction or at any time thereafter or (B)
                    the assignment to the Grantee of any duties or
                    responsibilities which are inconsistent with the Grantee's
                    status, title, position or responsibilities as in effect at
                    any time within six (6) months preceding the date of a
                    Corporate Transaction or at any time thereafter;

                    ii.  reduction in the Grantee's base salary to a level below
                    that in effect at any time within six (6) months preceding
                    the date of a Corporate Transaction or at any time
                    thereafter; or

                    iii. requiring the Grantee to be based at any place outside
                    a 50-mile radius from the Grantee's job location prior to
                    the Corporate Transaction except for reasonably required
                    travel on business which is not materially greater than such
                    travel requirements prior to the Corporate Transaction.

          t.   "Grantee" means an Employee, Director or Consultant who receives
                -------
               an Award under the Plan.

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

          v.   "Non-Qualified Stock Option" means an Option not intended to
                --------------------------
               qualify as an Incentive Stock Option.

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           w.  "Officer" means a person who is an officer of the Company or a
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               Related Entity within the meaning of Section 16 of the Exchange
               Act and the rules and regulations promulgated thereunder.

           x.  "Option" means an option to purchase Shares pursuant to an Award
                ------
               Agreement granted under the Plan.

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

           z.  "Performance Shares" means Shares or an Award denominated in
                ------------------
               Shares which may be earned in whole or in part upon attainment of
               performance criteria established by the Administrator.

           aa. "Plan" means this 2000 Stock Incentive Plan.
                ----

           bb. "Post-Termination Exercise Period" means the period specified in
                --------------------------------
               the Award Agreement of not less than three (3) months commencing
               on the date of termination (other than termination by the Company
               or any Related Entity for Cause) of the Grantee's Continuous
               Service, or such longer period as may be applicable upon death or
               Disability.

           cc. "Registration Date" means the first to occur of (i) the closing
                -----------------
               of the first sale to the general public of (A) the Common Stock
               or (B) the same class of securities of a successor corporation
               (or its Parent) issued pursuant to a Corporate Transaction in
               exchange for or in substitution of the Common Stock, pursuant to
               a registration statement filed with and declared effective by the
               Securities and Exchange Commission under the Securities Act of
               1933, as amended; and (ii) in the event of a Corporate
               Transaction, the date of the consummation of the Corporate
               Transaction if the same class of securities of the successor
               corporation (or its Parent) issuable in such Corporate
               Transaction shall have been sold to the general public pursuant
               to a registration statement filed with and declared effective by
               the Securities and Exchange Commission under the Securities Act
               of 1933, as amended, on or prior to the date of consummation of
               such Corporate Transaction.

           dd. "Related Entity" means any Parent, Subsidiary and any business,
                --------------
               corporation, partnership, limited liability company or other
               entity in which the Company, a Parent or a Subsidiary holds a
               substantial ownership interest, directly or indirectly.

           ee. "Restricted Stock" means Shares issued under the Plan to the
                ----------------
               Grantee for such consideration, if any, and subject to such
               restrictions on transfer, rights of first refusal, repurchase
               provisions, forfeiture provisions, and other terms and conditions
               as established by the Administrator.

           ff. "Share" means a share of the Common Stock.
                -----

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

       3.      Stock Subject to the Plan.
               -------------------------

            a. Subject to the provisions of Section 11 (a) below, the maximum
               aggregate number of Shares which may be issued pursuant to all
               Awards (including Incentive Stock Options) is three million three
               hundred thousand (3,300,000) Shares. The Shares may be
               authorized, but unissued, or reacquired Common Stock.

            b. Any Shares covered by an Award (or portion of an Award) which is
               forfeited or canceled, expires or is settled in cash, shall be
               deemed not to have been issued for purposes of determining the
               maximum aggregate number of Shares which may be issued under the
               Plan. If any unissued

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               Shares are retained by the Company upon exercise of an Award in
               order to satisfy the exercise price for such Award or any
               withholding taxes due with respect to such Award, such retained
               Shares subject to such Award shall become available for future
               issuance under the Plan (unless the Plan has terminated). Shares
               that actually have been issued under the Plan pursuant to an
               Award shall not be returned to the Plan and shall not become
               available for future issuance under the Plan, except that if
               unvested Shares are forfeited, or repurchased by the Company at
               their original purchase price, such Shares shall become available
               for future grant under the Plan.

         4.    Administration of the Plan.
               --------------------------

           a.  Plan Administrator. With respect to grants of Awards to
               ------------------
               Employees, Directors, or Consultants, the Plan shall be
               administered by (A) the Board or (B) a Committee (or a
               subcommittee of the Committee) designated by the Board, which
               Committee shall be constituted in such a manner as to satisfy
               Applicable Laws. Once appointed, such Committee shall continue to
               serve in its designated capacity until otherwise directed by the
               Board.

           b.  Multiple Administrative Bodies. The Plan may be administered by
               ------------------------------
               different bodies with respect to Directors, Officers,
               Consultants, and Employees who are neither Directors nor
               Officers.

           c.  Powers of the Administrator. Subject to Applicable Laws and the
               ---------------------------
               provisions of the Plan (including any other powers given to the
               Administrator hereunder), and except as otherwise provided by the
               Board, the Administrator shall have the authority, in its
               discretion:

                    i.    to select the Employees, Directors and Consultants to
                    whom Awards may be granted from time to time hereunder;

                    ii.   to determine whether and to what extent Awards are
                    granted hereunder;

                    iii.  to determine the number of Shares or the amount of
                    other consideration to be covered by each Award granted
                    hereunder;

                    iv.    to approve forms of Award Agreements for use under
                    the Plan;

                    v.     to determine the terms and conditions of any Award
                    granted hereunder;

                    vi.    to establish additional terms, conditions, rules or
                    procedures to accommodate the rules or laws of applicable
                    foreign jurisdictions and to afford Grantees favorable
                    treatment under such rules or laws; provided, however, that
                    no Award shall be granted under any such additional terms,
                    conditions, rules or procedures with terms or conditions
                    which are inconsistent with the provisions of the Plan;

                    vii.   to amend the terms of any outstanding Award granted
                    under the Plan, provided that any amendment that would
                    adversely affect the Grantee's rights under an outstanding
                    Award shall not be made without the Grantee's written
                    consent;

                    viii.  to construe and interpret the terms of the Plan and
                    Awards, including without limitation, any notice of award or
                    Award Agreement, granted pursuant to the Plan; and

                    ix.    to take such other action, not inconsistent with the
                    terms of the Plan, as the Administrator deems appropriate.

         5.    Eligibility. Awards other than Incentive Stock Options may be
               -----------
granted to Employees, Directors and Consultants. Incentive Stock Options may be
granted only to Employees of the Company, a Parent or a

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Subsidiary. An Employee, Director or Consultant who has been granted an Award
may, if otherwise eligible, be granted additional Awards. Awards may be granted
to such Employees, Directors or Consultants who are residing in foreign
jurisdictions as the Administrator may determine from time to time.

        6.     Terms and Conditions of Awards.
               ------------------------------

           a.  Type of Awards. The Administrator is authorized under the Plan to
               --------------
               award any type of arrangement to an Employee, Director or
               Consultant that is not inconsistent with the provisions of the
               Plan and that by its terms involves or might involve the issuance
               of (i) Shares, (ii) an Option or similar right with a fixed or
               variable price related to the Fair Market Value of the Shares and
               with an exercise or conversion privilege related to the passage
               of time, the occurrence of one or more events, or the
               satisfaction of performance criteria or other conditions, or
               (iii) any other security with the value derived from the value of
               the Shares. Such awards include, without limitation, Options, or
               sales or bonuses of Restricted Stock and an Award may consist of
               one such security or benefit, or two (2) or more of them in any
               combination or alternative.

           b.  Designation of Award. Each Award shall be designated in the Award
               --------------------
               Agreement. In the case of an Option, the Option shall be
               designated as either an Incentive Stock Option or a Non-Qualified
               Stock Option. However, notwithstanding such designation, to the
               extent that the aggregate Fair Market Value of Shares subject to
               Options designated as Incentive Stock Options which become
               exercisable for the first time by a Grantee during any calendar
               year (under all plans of the Company or any Parent or Subsidiary)
               exceeds $100,000, such excess Options, to the extent of the
               Shares covered thereby in excess of the foregoing limitation,
               shall be treated as Non-Qualified Stock Options. For this
               purpose, Incentive Stock Options shall be taken into account in
               the order in which they were granted, and the Fair Market Value
               of the Shares shall be determined as of the grant date of the
               relevant Option.

           c.  Conditions of Award. Subject to the terms of the Plan, the
               -------------------
               Administrator shall determine the provisions, terms, and
               conditions of each Award including, but not limited to, the Award
               vesting schedule, repurchase provisions, rights of first refusal,
               forfeiture provisions, form of payment (cash, Shares, or other
               consideration) upon settlement of the Award, payment
               contingencies, and satisfaction of any performance criteria. The
               performance criteria established by the Administrator may be
               based on any one of, or combination of, increase in share price,
               earnings per share, total stockholder return, return on equity,
               return on assets, return on investment, net operating income,
               cash flow, revenue, economic value added, personal management
               objectives, or other measure of performance selected by the
               Administrator. Partial achievement of the specified criteria may
               result in a payment or vesting corresponding to the degree of
               achievement as specified in the Award Agreement.

           d.  Acquisitions and Other Transactions. The Administrator may issue
               -----------------------------------
               Awards under the Plan in settlement, assumption or substitution
               for, outstanding awards or obligations to grant future awards in
               connection with the Company or a Related Entity acquiring another
               entity, an interest in another entity or an additional interest
               in a Related Entity whether by merger, stock purchase, asset
               purchase or other form of transaction.

           e.  Deferral of Award Payment. The Administrator may establish one or
               -------------------------
               more programs under the Plan to permit selected Grantees the
               opportunity to elect to defer receipt of consideration upon
               exercise of an Award, satisfaction of performance criteria, or
               other event that absent the election would entitle the Grantee to
               payment or receipt of Shares or other consideration under an
               Award. The Administrator may establish the election procedures,
               the timing of such elections, the mechanisms for payments of, and
               accrual of interest or other earnings, if any, on amounts, Shares
               or other consideration so deferred, and such other terms,
               conditions, rules and procedures that the Administrator deems
               advisable for the administration of any such deferral program.

                                       6
<PAGE>

           f.  Award Exchange Programs. The Administrator may establish one or
               -----------------------
               more programs under the Plan to permit selected Grantees to
               exchange an Award under the Plan for one or more other types of
               Awards under the Plan on such terms and conditions as determined
               by the Administrator from time to time.

           g.  Separate Programs. The Administrator may establish one or more
               -----------------
               separate programs under the Plan for the purpose of issuing
               particular forms of Awards to one or more classes of Grantees on
               such terms and conditions as determined by the Administrator from
               time to time.

           h.  Early Exercise. The Award Agreement may, but need not, include a
               --------------
               provision whereby the Grantee may elect at any time while an
               Employee, Director or Consultant to exercise any part or all of
               the Award prior to full vesting of the Award. Any unvested Shares
               received pursuant to such exercise may be subject to a repurchase
               right in favor of the Company or a Related Entity or to any other
               restriction the Administrator determines to be appropriate.

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

           j.  Transferability of Awards. Non-Qualified Stock Options shall be
               -------------------------
               transferable (i) to the extent provided in the Award Agreement
               and in a manner consistent with Section 260.140.41 of Title 10 of
               the California Code of Regulations and (ii) by will, and by the
               laws of descent and distribution. Incentive Stock Options and
               other Awards may not be sold, pledged, assigned, hypothecated,
               transferred, or disposed of in any manner other than by will or
               by the laws of descent or distribution and may be exercised,
               during the lifetime of the Grantee, only by the Grantee.

           k.  Time of Granting Awards. The date of grant of an Award shall for
               -----------------------
               all purposes be the date on which the Administrator makes the
               determination to grant such Award, or such other date as is
               determined by the Administrator. Notice of the grant
               determination shall be given to each Employee, Director or
               Consultant to whom an Award is so granted within a reasonable
               time after the date of such grant.

       7.      Award Exercise or Purchase Price, Consideration and Taxes.
               ---------------------------------------------------------

           a.  Exercise or Purchase Price. The exercise or purchase price, if
               --------------------------
               any, for an Award shall be as follows:

                    i.  In the case of an Incentive Stock Option:

                        (1)  granted to an Employee who, at the time of the
                        grant of such Incentive Stock Option owns stock
                        representing more than ten percent (10%) of the voting
                        power of all classes of stock of the Company or any
                        Parent or Subsidiary, the per Share exercise price shall
                        be not less than one hundred ten percent (110%) of the
                        Fair Market Value per Share on the date of grant; or

                        (2)  granted to any Employee other than an Employee
                        described in the preceding paragraph, the per Share
                        exercise price shall be not less than one hundred
                        percent (100%) of the Fair Market Value per Share on the
                        date of grant.

                                       7
<PAGE>

          ii.     In the case of a Non-Qualified Stock Option:

                  (1) granted to a person who, at the time of the grant of such
                  Option, owns stock representing more than ten percent (10%) of
                  the voting power of all classes of stock of the Company or any
                  Parent or Subsidiary, the per Share exercise price shall be
                  not less than one hundred ten percent (110%) of the Fair
                  Market Value per Share on the date of grant; or

                  (2) granted to any person other than a person described in the
                  preceding paragraph, the per Share exercise price shall be not
                  less than eighty-five percent (85%) of the Fair Market Value
                  per Share on the date of grant.

          iii.    In the case of the sale of Shares:

                  (1) granted to a person who, at the time of the grant of such
                  Award, or at the time the purchase is consummated, owns stock
                  representing more than ten percent (10%) of the voting power
                  of all classes of stock of the Company or any Parent or
                  Subsidiary, the per Share purchase price shall be not less
                  than one hundred percent (100%) of the Fair Market Value per
                  Share on the date of grant; or

                  (2) granted to any person other than a person described in the
                  preceding paragraph, the per Share purchase price shall be not
                  less than eighty-five percent (85%) of the Fair Market Value
                  per Share on the date of grant.

          iv.     In the case of other Awards, such price as is determined by
                  the Administrator.

          v.      Notwithstanding the foregoing provisions of this Section 7(a),
          in the case of an Award issued pursuant to Section 6(d), above, the
          exercise or purchase price for the Award shall be determined in
          accordance with the principles of Section 424(a) of the Code.

b.   Consideration. Subject to Applicable Laws, the consideration to be paid for
     -------------
     the Shares to be issued upon exercise or purchase of an Award including the
     method of payment, shall be determined by the Administrator (and, in the
     case of an Incentive Stock Option, shall be determined at the time of
     grant). In addition to any other types of consideration the Administrator
     may determine, the Administrator is authorized to accept as consideration
     for Shares issued under the Plan the following; provided that the portion
     of the consideration equal to the par value of the Shares must be paid in
     cash or other legal consideration permitted by the Delaware General
     Corporation Law:

         i.    cash;

         ii.   check;

         iii.  delivery of Grantee's promissory note with such recourse,
         interest, security, and redemption provisions as the Administrator
         determines as appropriate;

         iv.   if the exercise or purchase occurs on or after the Registration
         Date, surrender of Shares or delivery of a properly executed form of
         attestation of ownership of Shares as the Administrator may require
         (including withholding of Shares otherwise deliverable upon exercise of
         the Award) which have a Fair Market Value on the date of surrender or
         attestation equal to the aggregate exercise price of the Shares as to
         which said Award shall be exercised (but only to the extent that such
         exercise of the Award would not result in an

                                       8
<PAGE>

               accounting compensation charge with respect to the Shares used to
               pay the exercise price unless otherwise determined by the
               Administrator);

               v.  with respect to Options, if the exercise occurs on or after
               the Registration Date, payment through a broker-dealer sale and
               remittance procedure pursuant to which the Grantee (A) shall
               provide written instructions to a Company designated brokerage
               firm to effect the immediate sale of some or all of the purchased
               Shares and remit to the Company, out of the sale proceeds
               available on the settlement date, sufficient funds to cover the
               aggregate exercise price payable for the purchased Shares and (B)
               shall provide written directives to the Company to deliver the
               certificates for the purchased Shares directly to such brokerage
               firm in order to complete the sale transaction; or

               vi. any combination of the foregoing methods of payment.

     c.   Taxes. No Shares shall be delivered under the Plan to any Grantee or
          -----
          other person until such Grantee or other person has made arrangements
          acceptable to the Administrator for the satisfaction of any foreign,
          federal, state, or local income and employment tax withholding
          obligations, including, without limitation, obligations incident to
          the receipt of Shares or the disqualifying disposition of Shares
          received on exercise of an Incentive Stock Option. Upon exercise of an
          Award the Company shall withhold or collect from Grantee an amount
          sufficient to satisfy such tax obligations.

     d.   Reload Options. In the event the exercise price or tax withholding of
          --------------
          an Option is satisfied by the Company or the Grantee's employer
          withholding shares otherwise deliverable to the Grantee, the
          Administrator may issue the Grantee an additional Option, with terms
          identical to the Award Agreement under which the Option was exercised,
          but at an exercise price as determined by the Administrator in
          accordance with the Plan.

   8.     Exercise of Award.
          -----------------

     a.   Procedure for Exercise; Rights as a Stockholder.
          -----------------------------------------------

               i.   Any Award granted hereunder shall be exercisable at such
               times and under such conditions as determined by the
               Administrator under the terms of the Plan and specified in the
               Award Agreement but in the case of an Option, in no case at a
               rate of less than twenty percent (20%) per year over five (5)
               years from the date the Option is granted, subject to reasonable
               conditions such as continued employment. Notwithstanding the
               foregoing, in the case of an Option granted to an Officer,
               Director or Consultant, the Award Agreement may provide that the
               Option may become exercisable, subject to reasonable conditions
               such as such Officer's, Director's or Consultant's Continuous
               Service, at any time or during any period established in the
               Award Agreement.

               ii.  An Award shall be deemed to be exercised when written notice
               of such exercise has been given to the Company in accordance with
               the terms of the Award by the person entitled to exercise the
               Award and full payment for the Shares with respect to which the
               Award is exercised, including, to the extent selected, use of the
               broker-dealer sale and remittance procedure to pay the purchase
               price as provided in Section 7(b)(v). Until the issuance (as
               evidenced by the appropriate entry on the books of the Company or
               of a duly authorized transfer agent of the Company) of the stock
               certificate evidencing such Shares, no right to vote or receive
               dividends or any other rights as a stockholder shall exist with
               respect to Shares subject to an Award, notwithstanding the
               exercise of an Option or other Award. No adjustment will be made
               for a dividend or other right for which the record date is prior
               to the date the stock certificate is issued, except as provided
               in the Award Agreement or Section 11(a), below.

                                       9
<PAGE>

     b.   Exercise of Award Following Termination of Continuous Service. In the
          -------------------------------------------------------------
          event of termination of a Grantee's Continuous Service for any reason
          other than Disability or death (but not in the event of a Grantee's
          change of status from Employee to Consultant or from Consultant to
          Employee), such Grantee may, but only during the Post-Termination
          Exercise Period (but in no event later than the expiration date of the
          term of such Award as set forth in the Award Agreement), exercise the
          Award to the extent that the Grantee was entitled to exercise it at
          the date of such termination or to such other extent as may be
          determined by the Administrator. The Grantee's Award Agreement may
          provide that upon the termination of the Grantee's Continuous Service
          for Cause, the Grantee's right to exercise the Award shall terminate
          concurrently with the termination of Grantee's Continuous Service. In
          the event of a Grantee's change of status from Employee to Consultant,
          an Employee's Incentive Stock Option shall convert automatically to a
          Non-Qualified Stock Option on the day three (3) months and one day
          following such change of status. To the extent that the Grantee is not
          entitled to exercise the Award at the date of termination, or if the
          Grantee does not exercise such Award to the extent so entitled within
          the Post-Termination Exercise Period, the Award shall terminate.

     c.   Disability of Grantee. In the event of termination of a Grantee's
          ---------------------
          Continuous Service as a result of his or her Disability, Grantee may,
          but only within twelve (12) months from the date of such termination
          (and in no event later than the expiration date of the term of such
          Award as set forth in the Award Agreement), exercise the Award to the
          extent that the Grantee was otherwise entitled to exercise it at the
          date of such termination; provided, however, that if such Disability
          is not a "disability" as such term is defined in Section 22(e)(3) of
          the Code, in the case of an Incentive Stock Option such Incentive
          Stock Option shall automatically convert to a Non-Qualified Stock
          Option on the day three (3) months and one day following such
          termination. To the extent that the Grantee is not entitled to
          exercise the Award at the date of termination, or if Grantee does not
          exercise such Award to the extent so entitled within the time
          specified herein, the Award shall terminate.

     d.   Death of Grantee. In the event of a termination of the Grantee's
          ----------------
          Continuous Service as a result of his or her death, or in the event of
          the death of the Grantee during the Post-Termination Exercise Period
          or during the twelve (12) month period following the Grantee's
          termination of Continuous Service as a result of his or her
          Disability, the Grantee's estate or a person who acquired the right to
          exercise the Award by bequest or inheritance may exercise the Award,
          but only to the extent that the Grantee was entitled to exercise the
          Award as of the date of termination, within twelve (12) months from
          the date of death (but in no event later than the expiration of the
          term of such Award as set forth in the Award Agreement). To the extent
          that, at the time of death, the Grantee was not entitled to exercise
          the Award, or if the Grantee's estate or a person who acquired the
          right to exercise the Award by bequest or inheritance does not
          exercise such Award to the extent so entitled within the time
          specified herein, the Award shall terminate.

9.        Conditions Upon Issuance of Shares.
          ----------------------------------

     a.   Shares shall not be issued pursuant to the exercise of an Award unless
          the exercise of such Award and the issuance and delivery of such
          Shares pursuant thereto shall comply with all Applicable Laws, and
          shall be further subject to the approval of counsel for the Company
          with respect to such compliance.

     b.   As a condition to the exercise of an Award, the Company may require
          the person exercising such Award to represent and warrant at the time
          of any such exercise that the Shares are being purchased only for
          investment and without any present intention to sell or distribute
          such Shares if, in the opinion of counsel for the Company, such a
          representation is required by any Applicable Laws.

                                       1
<PAGE>

     10.    Repurchase Rights. If the provisions of an Award Agreement grant to
            -----------------
the Company the right to repurchase Shares upon termination of the Grantee's
Continuous Service, the Award Agreement shall (or may, with respect to Awards
granted or issued to Officers, Directors or Consultants) provide that:

        a.  the right to repurchase must be exercised, if at all, within ninety
            (90) days of the termination of the Grantee's Continuous Service (or
            in the case of Shares issued upon exercise of Awards after the date
            of termination of the Grantee's Continuous Service, within ninety
            (90) days after the date of the Award exercise);

        b.  the consideration payable for the Shares upon exercise of such
            repurchase right shall be made in cash or by cancellation of
            purchase money indebtedness within the ninety (90) day periods
            specified in Section 10(a);

        c.  the amount of such consideration shall (i) be equal to the original
            purchase price paid by Grantee for each such Share; provided, that
            the right to repurchase such Shares at the original purchase price
            shall lapse at the rate of at least twenty percent (20%) of the
            Shares subject to the Award per year over five (5) years from the
            date the Award is granted (without respect to the date the Award was
            exercised or became exercisable), and (ii) with respect to Shares,
            other than Shares subject to repurchase at the original purchase
            price pursuant to clause (i) above, not less than the Fair Market
            Value of the Shares to be repurchased on the date of termination of
            Grantee's Continuous Service; and

        d.  the right to repurchase Shares, other than the right to repurchase
            Shares at the original purchase price pursuant to clause (i) of
            Section 10(c), shall terminate on the Registration Date.

     11.    Adjustments Upon Changes in Capitalization or Corporate Transaction.
            -------------------------------------------------------------------

        a.  Adjustments upon Changes in Capitalization. Subject to any required
            ------------------------------------------
            action by the stockholders of the Company, the number of Shares
            covered by each outstanding Award, and the number of Shares which
            have been authorized for issuance under the Plan but as to which no
            Awards have yet been granted or which have been returned to the
            Plan, the exercise or purchase price of each such outstanding Award,
            as well as any other terms that the Administrator determines require
            adjustment shall be proportionately adjusted for (i) any increase or
            decrease in the number of issued Shares resulting from a stock
            split, reverse stock split, stock dividend, combination or
            reclassification of the Shares, or similar transaction affecting the
            Shares, (ii) any other increase or decrease in the number of issued
            Shares effected without receipt of consideration by the Company, or
            (iii) as the Administrator may determine in its discretion, any
            other transaction with respect to Common Stock to which Section
            424(a) of the Code applies or a similar transaction; provided,
            however that conversion of any convertible securities of the Company
            shall not be deemed to have been "effected without receipt of
            consideration." Such adjustment shall be made by the Administrator
            and its determination shall be final, binding and conclusive. Except
            as the Administrator determines, no issuance by the Company of
            shares of stock of any class, or securities convertible into shares
            of stock of any class, shall affect, and no adjustment by reason
            hereof shall be made with respect to, the number or price of Shares
            subject to an Award.

        b.  Corporate Transaction.
            ---------------------

                 i.   Termination of Award if Not Assumed. In the event of a
                      -----------------------------------
                 Corporate Transaction, each Award will terminate upon the
                 consummation of the Corporate Transaction, unless the Award is
                 assumed by the successor corporation or Parent thereof in
                 connection with the Corporate Transaction, including
                 affirmation of the Award by the Company in the event of a
                 Corporate Transaction as defined in Section 2(m)(iv) and
                 2(m)(v), above ("Assumed").

                                       1
<PAGE>

                    ii.   Acceleration of Award Upon Corporate Transaction.
                          ------------------------------------------------
                    Except as provided otherwise in a an individual Award
                    Agreement, in the event of a Corporate Transaction and in
                    the event an Award which is at the time outstanding under
                    the Plan is not assumed by the successor corporation or the
                    Parent thereof, each such Award shall automatically become
                    fully vested and exercisable and be released from any
                    restrictions on transfer (other than transfer restrictions
                    applicable to Incentive Stock Options) and repurchase or
                    forfeiture rights, immediately prior to the specified
                    effective date of such Corporate Transaction, for all of the
                    Shares at the time represented by such Award.

        12.    Effective Date and Term of Plan. The Plan shall become effective
               -------------------------------
upon the earlier to occur of its adoption by the Board or its approval by the
stockholders of the Company. It shall continue in effect for a term of ten (10)
years unless sooner terminated. Subject to Section 17, below, and Applicable
Laws, Awards may be granted under the Plan upon its becoming effective.

        13.    Amendment, Suspension or Termination of the Plan.
               ------------------------------------------------

           a.  The Board may at any time amend, suspend or terminate the Plan.
               To the extent necessary to comply with Applicable Laws, the
               Company shall obtain stockholder approval of any Plan amendment
               in such a manner and to such a degree as required. 14

           b.  No Award may be granted during any suspension of the Plan or
               after termination of the Plan.

           c.  Any amendment, suspension or termination of the Plan (including
               termination of the Plan under Section 12, above) shall not affect
               Awards already granted, and such Awards shall remain in full
               force and effect as if the Plan had not been amended, suspended
               or terminated, unless mutually agreed otherwise between the
               Grantee and the Administrator, which agreement must be in writing
               and signed by the Grantee and the Company.

        14.    Reservation of Shares.
               ---------------------

           a.  The Company, during the term of the Plan, will at all times
               reserve and keep available such number of Shares as shall be
               sufficient to satisfy the requirements of the Plan.

           b.  The inability of the Company to obtain authority from any
               regulatory body having jurisdiction, which authority is deemed by
               the Company's counsel to be necessary to the lawful issuance and
               sale of any Shares hereunder, shall relieve the Company of any
               liability in respect of the failure to issue or sell such Shares
               as to which such requisite authority shall not have been
               obtained.

        15.    No Effect on Terms of Employment/Consulting Relationship. The
               --------------------------------------------------------
Plan shall not confer upon any Grantee any right with respect to the Grantee's
Continuous Service, nor shall it interfere in any way with his or her right or
the Company's right to terminate the Grantee's Continuous Service at any time,
with or without Cause and with or without notice. The Company's ability to
terminate the employment of a Grantee who is employed at will is in no way
affected by its determination that the Grantee's Continuous Service has been
terminated for Cause for the purposes of this Plan.

        16.    No Effect on Retirement and Other Benefit Plans. Except as
               -----------------------------------------------
specifically provided in a retirement or other benefit plan of the Company or a
Related Entity, Awards shall not be deemed compensation for purposes of
computing benefits or contributions under any retirement plan of the Company or
a Related Entity, and shall not affect any benefits under any other benefit plan
of any kind or any benefit plan subsequently instituted under which the
availability or amount of benefits is related to level of compensation. The Plan
is not a "Retirement Plan" or "Welfare Plan" under the Employee Retirement
Income Security Act of 1974, as amended.

                                       1
<PAGE>

        17.    Stockholder Approval. Continuance of the Plan shall be subject to
               -------------------
approval by the stockholders of the Company within twelve (12) months before or
after the date the Plan is adopted. Such stockholder approval shall be obtained
in the degree and manner required under Applicable Laws. Any Award exercised
before stockholder approval is obtained shall be rescinded if stockholder
approval is not obtained within the time prescribed, and Shares issued on the
exercise of any such Award shall not be counted in determining whether
stockholder approval is obtained.

        18.    Information to Grantees. The Company shall provide to each
               -----------------------
Grantee, during the period for which such Grantee has one or more Awards
outstanding, copies of financial statements at least annually.

                                       1