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                                                                    EXHIBIT 10.2



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                             SIGNALSOFT CORPORATION


                         NON-QUALIFIED STOCK OPTION PLAN

                          (EFFECTIVE NOVEMBER 22, 2000)



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                                TABLE OF CONTENTS

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ARTICLE I -    INTRODUCTION...................................................1
      1.1      ESTABLISHMENT..................................................1
      1.2      PURPOSES.......................................................1
      1.3      EFFECTIVE DATE.................................................1

ARTICLE II -   DEFINITIONS....................................................1
      2.1      DEFINITIONS....................................................1
      2.2      GENDER AND NUMBER..............................................3

ARTICLE III -  PLAN ADMINISTRATION............................................3
      3.1      GENERAL........................................................3
      3.2      DELEGATION BY COMMITTEE........................................3

ARTICLE IV -   STOCK SUBJECT TO THE PLAN......................................4
      4.1      NUMBER OF SHARES...............................................4
      4.2      OTHER SHARES OF STOCK..........................................4
      4.3      ADJUSTMENTS FOR STOCK SPLIT, STOCK DIVIDEND, ETC...............4
      4.4      OTHER DISTRIBUTIONS AND CHANGES IN THE STOCK...................4
      4.5      GENERAL ADJUSTMENT RULES.......................................5
      4.6      DETERMINATION BY THE COMMITTEE, ETC............................5

ARTICLE V -    CORPORATE REORGANIZATION; CHANGE IN CONTROL....................5
      5.1      ADJUSTMENT OF AWARDS...........................................5
      5.2      ASSUMPTION OR SUBSTITUTION OF OPTIONS..........................5
      5.3      CORPORATE TRANSACTION..........................................5

ARTICLE VI -   PARTICIPATION..................................................6

ARTICLE VII -  NON-QUALIFIED OPTIONS..........................................7
      7.1      GRANT OF OPTIONS...............................................7
      7.2      STOCK OPTION CERTIFICATES......................................7
      7.3      TRANSFERABILITY................................................9
      7.4      SHAREHOLDER PRIVILEGES........................................10

ARTICLE VIII - RIGHTS OF PARTICIPANTS........................................10
      8.1      SERVICE.......................................................10
      8.2      NO PLAN FUNDING...............................................10

ARTICLE IX -   GENERAL RESTRICTIONS..........................................10
      9.1      INVESTMENT REPRESENTATIONS....................................10
      9.2      COMPLIANCE WITH SECURITIES LAWS...............................10
      9.3      CHANGES IN ACCOUNTING RULES...................................11

ARTICLE X -    OTHER EMPLOYEE BENEFITS.......................................11
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<TABLE>
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ARTICLE XI -   PLAN AMENDMENT, MODIFICATION AND TERMINATION..................11

ARTICLE XII -  WITHHOLDING...................................................11
      12.1     WITHHOLDING REQUIREMENT.......................................11
      12.2     WITHHOLDING WITH STOCK........................................11

ARTICLE XIII - REQUIREMENTS OF LAW...........................................12
      13.1     REQUIREMENTS OF LAW...........................................12
      13.2     GOVERNING LAW.................................................12

ARTICLE XIV -  DURATION OF THE PLAN..........................................12
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                             SIGNALSOFT CORPORATION

                         NON-QUALIFIED STOCK OPTION PLAN


                                    ARTICLE I

                                  INTRODUCTION

         1.1 ESTABLISHMENT. SignalSoft Corporation, a Delaware corporation,
effective November 22, 2000, hereby establishes the SignalSoft Corporation
Non-Qualified Stock Option Plan (the "Plan") for certain eligible employees of
the Company (as defined in subsection 2.1(e)) and certain consultants to the
Company. The Plan permits the grant of Non-Qualified Options to certain
employees of the Company and to certain consultants to the Company.

         1.2 PURPOSES. The purposes of the Plan are to provide those who are
selected for participation in the Plan with added incentives to continue in the
long-term service of the Company and to create in such persons a more direct
interest in the future success of the operations of the Company by relating
incentive compensation to increases in shareholder value, so that the income of
those participating in the Plan is more closely aligned with the income of the
Company's shareholders. The Plan is also designed to provide a financial
incentive that will help the Company attract, retain and motivate the most
qualified employees and consultants.

         1.3 EFFECTIVE DATE. The effective date of the Plan is November 22,
2000.


                                   ARTICLE II

                                   DEFINITIONS

         2.1 DEFINITIONS. The following terms shall have the meanings set forth
below:

                  (a) "AFFILIATED CORPORATION" means any corporation or other
entity that is affiliated with SignalSoft Corporation through stock ownership or
otherwise and is designated as an "Affiliated Corporation" by the Board.

                  (b) "BOARD" means the Board of Directors of SignalSoft
Corporation.

                  (c) "CODE" means the Internal Revenue Code of 1986, as it may
be amended from time to time.

                  (d) "COMMITTEE" means a committee consisting of members of the
Board who are empowered hereunder to take actions in the administration of the
Plan. If applicable, the Committee shall be so constituted at all times as to
permit the Plan to comply with Rule 16b-3 or any successor rule promulgated
under the Securities Exchange Act of 1934 (the "1934 Act"). Except as provided
in Section 3.2, the Committee shall select Participants from Eligible Employees
and Eligible Consultants of the Company and shall determine the awards to be
made pursuant to the Plan and the terms and conditions thereof.

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                  (e) "COMPANY" means SignalSoft Corporation and the Affiliated
Corporations.

                  (f) "DISABLED" or "DISABILITY" shall have the meaning given to
such terms in Section 22(e)(3) of the Code.

                  (g) "EFFECTIVE DATE" means the effective date of the Plan,
November 22, 2000.

                  (h) "ELIGIBLE EMPLOYEES" means those employees of the Company
or any subsidiary or division thereof, upon whose judgment, initiative and
efforts the Company is, or will become, largely dependent for the successful
conduct of its business, provided, however, that Company officers and other
employees who are subject to the provisions of Section 16 of the 1934 Act shall
not be eligible to receive Options under this Plan. For purposes of the Plan, an
employee is any individual who provides services to the Company or any
subsidiary or division thereof as a common law employee and whose remuneration
is subject to the withholding of federal income tax pursuant to section 3401 of
the Code. Employee shall not include any individual (A) who provides services to
the Company or any subsidiary or division thereof under an agreement, contract,
or any other arrangement pursuant to which the individual is initially
classified as an independent contractor or (B) whose remuneration for services
has not been treated initially as subject to the withholding of federal income
tax pursuant to section 3401 of the Code even if the individual is subsequently
reclassified as a common law employee as a result of a final decree of a court
of competent jurisdiction or the settlement of an administrative or judicial
proceeding. Leased employees shall not be treated as employees under this Plan.

                  (i) "ELIGIBLE CONSULTANTS" means those consultants to the
Company who are determined, by the Committee, to be individuals whose services
are important to the Company and who are eligible to receive Non-Qualified
Options under the Plan, provided, however, that consultants who are subject to
the provisions of Section 16 of the 1934 Act shall not be eligible to receive
Options under this Plan.

                  (j) "FAIR MARKET VALUE" means the average of the mean between
the bid and the asked prices of the Stock or the closing price, as applicable,
on the principal stock exchange or other market on which the Stock is traded,
over the five consecutive trading days ending on a particular date or the value
determined by such other method as the Committee, or the individual or
individuals to whom the Committee has delegated authority to grant Awards, may
specify at the time an Award is granted. If the price of the Stock is not
reported on any securities exchange or national market system, the Fair Market
Value of the Stock on a particular date shall be as determined by the Committee.
If, upon exercise of an Option, the exercise price is paid by a broker's
transaction as provided in subsection 7.2(g)(ii)(D), Fair Market Value, for
purposes of the exercise, shall be the price at which the Stock is sold by the
broker.

                  (k) "NON-QUALIFIED OPTION" means an Option that is not an
"Incentive Stock Option" within the meaning of Section 422 of the Code.

                  (l) "OPTION" means a right to purchase Stock at a stated or
formula price for a specified period of time. Options granted under the Plan
shall be Non-Qualified Options.

                  (m) "OPTION CERTIFICATE" shall have the meaning given to such
term in Section 7.2 hereof.



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                  (n) "OPTION HOLDER" means a Participant who has been granted
one or more Options under the Plan.

                  (o) "OPTION PRICE" means the price at which each share of
Stock subject to an Option may be purchased, determined in accordance with
subsection 7.2(b).

                  (p) "PARTICIPANT" means an Eligible Employee or Eligible
Consultant designated by the Committee from time to time during the term of the
Plan to receive one or more Options under the Plan.

                  (q) "SHARE" means a share of Stock.

                  (r) "STOCK" means the $0.001 par value common stock of
SignalSoft Corporation.

         2.2 GENDER AND NUMBER. Except when otherwise indicated by the context,
the masculine gender shall also include the feminine gender, and the definition
of any term herein in the singular shall also include the plural.


                                   ARTICLE III

                               PLAN ADMINISTRATION

         3.1 GENERAL. The Plan shall be administered by the Committee. In
accordance with the provisions of the Plan, the Committee shall, in its sole
discretion, select the Participants from among the Eligible Employees and
Eligible Consultants, determine the Option grants to be made pursuant to the
Plan, and the time at which such Option grants are to be made, fix the Option
Price, period and manner in which an Option becomes exercisable, and establish
such other terms and requirements of the Options under the Plan as the Committee
may deem necessary or desirable and consistent with the terms of the Plan. The
Committee shall determine the form or forms of the agreements with Participants
that shall evidence the particular provisions, terms, conditions, rights and
duties of the Company and the Participants with respect to Options granted
pursuant to the Plan, which provisions need not be identical except as may be
provided herein. The Committee may from time to time adopt such rules and
regulations for carrying out the purposes of the Plan as it may deem proper and
in the best interests of the Company. The Committee may correct any defect,
supply any omission or reconcile any inconsistency in the Plan or in any
agreement entered into hereunder in the manner and to the extent it shall deem
expedient and it shall be the sole and final judge of such expediency. No member
of the Committee shall be liable for any action or determination made in good
faith. The determinations, interpretations and other actions of the Committee
pursuant to the provisions of the Plan shall be binding and conclusive for all
purposes and on all persons.

         3.2 DELEGATION BY COMMITTEE. The Committee may, from time to time,
delegate, to specified officers of the Company, the power and authority to grant
Options under the Plan to specified groups of employees and consultants, subject
to such restrictions and conditions as the Committee, in its sole discretion,
may impose. The delegation shall be as broad or as narrow as the Committee shall
determine. To the extent that the Committee has delegated the authority to
determine certain terms and conditions of an Option, all references in the Plan
to the Committee's exercise of authority in determining such terms and
conditions shall be construed to include the officer or officers to whom the
Committee has delegated the power and authority to make such determination.


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                                   ARTICLE IV

                            STOCK SUBJECT TO THE PLAN

         4.1 NUMBER OF SHARES. The maximum aggregate number of Shares that may
be issued under the Plan pursuant to Options is 1,000,000 Shares. The Shares may
be either authorized and unissued Shares or previously issued Shares acquired by
the Company. Such maximum number may be increased from time to time by approval
of the Board and by the stockholders of the Company if, in the opinion of
counsel for the Company, stockholder approval is required. The Company shall at
all times during the term of the Plan and while any Options are outstanding
retain as authorized and unissued Stock at least the number of Shares from time
to time required under the provisions of the Plan, or otherwise assure itself of
its ability to perform its obligations hereunder.

         4.2 OTHER SHARES OF STOCK. Any shares of Stock that are subject to an
Option that expires or for any reason is terminated unexercised, and any shares
of Stock withheld for the payment of taxes or received by the Company as payment
of the exercise price of an Option shall automatically become available for use
under the Plan.

         4.3 ADJUSTMENTS FOR STOCK SPLIT, STOCK DIVIDEND, ETC. If the Company
shall at any time increase or decrease the number of its outstanding Shares or
change in any way the rights and privileges of such Shares by means of the
payment of a stock dividend or any other distribution upon such shares payable
in Stock, or through a stock split, subdivision, consolidation, combination,
reclassification or recapitalization involving the Stock, then in relation to
the Stock that is affected by one or more of the above events, the numbers,
rights and privileges of the following shall be increased, decreased or changed
in like manner as if they had been issued and outstanding, fully paid and
nonassessable at the time of such occurrence: (i) the Shares as to which Options
may be granted under the Plan, (ii) the Shares then included in each outstanding
Option granted hereunder, and (iii) the number of Shares subject to a delegation
of authority under Section 3.2 of this Plan.

         4.4 OTHER DISTRIBUTIONS AND CHANGES IN THE STOCK. If

                  (a) The Company shall at any time distribute with respect to
the Stock assets or securities of persons other than the Company (excluding cash
or distributions referred to in Section 4.3), or

                  (b) The Company shall at any time grant to the holders of its
Stock rights to subscribe pro rata for additional shares thereof or for any
other securities of the Company, or

                  (c) there shall be any other change (except as described in
Section 4.3) in the number or kind of outstanding Shares or of any stock or
other securities into which the Stock shall be changed or for which it shall
have been exchanged,

and if the Committee shall in its discretion determine that the event described
in subsection (a), (b), or (c) above equitably requires an adjustment in the
number or kind of Shares subject to an Option, an adjustment in the Option Price
or the taking of any other action by the Committee, including without
limitation, the setting aside of any property for delivery to the Participant
upon the exercise of an Option, then such adjustments shall be made, or other
action shall be taken, by the Committee and shall be effective for all purposes
of the Plan and on each outstanding Option that involves the particular type of
stock for which a change was effected.



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         4.5 GENERAL ADJUSTMENT RULES. No adjustment or substitution provided
for in this Article IV shall require the Company to sell a fractional share of
Stock under any Option, or otherwise issue a fractional share of Stock, and the
total substitution or adjustment with respect to each Option shall be limited by
deleting any fractional share. In the case of any such substitution or
adjustment, the aggregate Option Price for the total number of shares of Stock
then subject to an Option shall remain unchanged but the Option Price per share
under each such Option shall be equitably adjusted by the Committee to reflect
the greater or lesser number of shares of Stock or other securities into which
the Stock subject to the Option may have been changed.

         4.6 DETERMINATION BY THE COMMITTEE, ETC. Adjustments under this Article
IV shall be made by the Committee, whose determinations with regard thereto
shall be final and binding upon all parties thereto.


                                    ARTICLE V

                   CORPORATE REORGANIZATION; CHANGE IN CONTROL

         5.1 ADJUSTMENT OF AWARDS. Upon the occurrence of a Corporate
Transaction (as defined in Section 5.3), the Committee may take any one or more
of the following actions with respect to outstanding Options:

                  (a) Provide that any or all Options shall become fully
exercisable regardless of whether all conditions of exercise relating to length
of service, attainment of financial performance goals or otherwise have been
satisfied;

                  (b) Provide for the assumption or substitution of any or all
Options as described in Section 5.2;

                  (c) Make any other provision for outstanding Options as the
Committee deems appropriate.

The Committee may provide that any Options that are outstanding at the time the
Corporate Transaction is closed shall expire at the time of the closing. The
Committee need not take the same action with respect to all outstanding Options.

         5.2 ASSUMPTION OR SUBSTITUTION OF OPTIONS. The Company, or the
successor or purchaser, as the case may be, may make adequate provision for the
assumption of the outstanding Options or the substitution of new options for the
outstanding Options on terms comparable to the outstanding Options.

         5.3 CORPORATE TRANSACTION. A Corporate Transaction shall include the
following:

                  (a) MERGER; REORGANIZATION: the merger or consolidation of the
Company with or into another corporation or other reorganization (other than a
reorganization under the United States Bankruptcy Code) of the Company (other
than a consolidation, merger, or reorganization in which the Company is the
continuing corporation and which does not result in any reclassification or
change of outstanding shares of Stock); or

                  (b) SALE: the sale or conveyance of the property of the
Company as an entirety or substantially as an entirety (other than a sale or
conveyance in which the Company continues as a holding



                                                                               5

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company of an entity or entities that conduct the business or businesses
formerly conducted by the Company);

                  (c) LIQUIDATION: the dissolution or liquidation of the
Company;

                  (d) CHANGE IN CONTROL: A "Change in Control" shall be deemed
to have occurred if either (i) any individual, entity, or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the 1934 Act), other than a trustee
or other fiduciary holding securities under an employee benefit plan of the
Company, acquires beneficial ownership (within the meaning of Rule 13d-3
promulgated under the 1934 Act) of 50 percent (50%) or more of either (A) the
then-outstanding shares of Stock ("Outstanding Shares") or (B) the combined
voting power of the then-outstanding voting securities of the Company entitled
to vote generally in the election of directors ("Voting Power") or (ii) at any
time during any period of three consecutive years (not including any period
prior to the Effective Date), individuals who at the beginning of such period
constitute the Board (and any new director whose election by the Board or whose
nomination for election by the Company's stockholders was approved by a vote of
at least two-thirds of the directors then still in office who either were
directors at the beginning of such period or whose election or nomination for
election was previously so approved) cease for any reason to constitute a
majority thereof; or

                  (e) OTHER TRANSACTIONS: any other transaction that the Board
determines by resolution to be a Corporate Transaction.


                                   ARTICLE VI

                                  PARTICIPATION

         Participants in the Plan shall be those Eligible Employees who, in the
judgment of the Committee, are performing, or during the term of their incentive
arrangement will perform, vital services in the management, operation and
development of the Company, and significantly contribute, or are expected to
significantly contribute, to the achievement of long-term corporate economic
objectives. Eligible Consultants shall be selected from those non-employee
consultants to the Company who are performing services important to the
operation and growth of the Company. Participants may be granted from time to
time one or more Options; provided, however, that the grant of each such Option
shall be separately approved by the Committee and receipt of one such Option
shall not result in automatic receipt of any other Option. Upon determination by
the Committee that an Option is to be granted to a Participant, written notice
shall be given to such person, specifying the terms, conditions, rights and
duties related thereto. Each Participant shall, if required by the Committee,
enter into an agreement with the Company, in such form as the Committee shall
determine and which is consistent with the provisions of the Plan, specifying
such terms, conditions, rights and duties. Options shall be deemed to be granted
as of the date specified in the grant resolution of the Committee, which date
shall be the date of any related agreement with the Participant. In the event of
any inconsistency between the provisions of the Plan and any such agreement
entered into hereunder, the provisions of the Plan shall govern.


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                                   ARTICLE VII

                              NON-QUALIFIED OPTIONS

         7.1 GRANT OF OPTIONS. Coincident with or following designation for
participation in the Plan, a Participant may be granted one or more Options. An
Option shall be considered as having been granted on the date specified in the
grant resolution of the Committee.

         7.2 STOCK OPTION CERTIFICATES. Each Option granted under the Plan shall
be evidenced by a written stock option certificate or agreement (an "Option
Certificate"). An Option Certificate shall be issued by the Company in the name
of the Participant to whom the Option is granted (the "Option Holder") and in
such form as may be approved by the Committee. The Option Certificate shall
incorporate and conform to the conditions set forth in this Section 7.2 as well
as such other terms and conditions that are not inconsistent as the Committee
may consider appropriate in each case.

                  (a) NUMBER OF SHARES. Each Option Certificate shall state that
it covers a specified number of shares of Stock, as determined by the Committee.

                  (b) PRICE. The price at which each share of Stock covered by
an Option may be purchased shall be determined in each case by the Committee and
set forth in the Option Certificate.

                  (c) DURATION OF OPTIONS; RESTRICTIONS ON EXERCISE. Each Option
Certificate shall state the period of time, determined by the Committee, within
which the Option may be exercised by the Option Holder (the "Option Period").
The Option Certificate shall also set forth any installment or other
restrictions on exercise of the Option during such period, if any, as may be
determined by the Committee. Each Option shall become exercisable (vest) over
such period of time, if any, or upon such events, as determined by the
Committee.

                  (d) TERMINATION OF SERVICES, DEATH, DISABILITY, ETC. The
Committee may specify the period, if any, during which an Option may be
exercised following termination of the Option Holder's services. The effect of
this subsection 7.2(d) shall be limited to determining the consequences of a
termination and nothing in this subsection 7.2(d) shall restrict or otherwise
interfere with the Company's discretion with respect to the termination of any
individual's services. If the Committee does not otherwise specify, the
following shall apply:

                           (i) If the services of the Option Holder are
terminated within the Option Period for "cause", as determined by the Company,
the Option shall thereafter be void for all purposes. As used in this subsection
7.2(d), "cause" shall mean willful misconduct, a willful failure to perform the
Option Holder's duties, insubordination, theft, dishonesty, conviction of a
felony or any other willful conduct that is materially detrimental to the
Company or such other cause as the Board in good faith reasonably determines
provides cause for the discharge of an Option Holder.

                           (ii) If the Option Holder becomes Disabled, the
Option may be exercised by the Option Holder within one year following the
Option Holder's termination of services on account of Disability (provided that
such exercise must occur within the Option Period), but not thereafter. In any
such case, the Option may be exercised only as to the shares as to which the
Option had become exercisable on or before the date of the Option Holder's
termination of services because of Disability.


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                           (iii) If the Option Holder dies during the Option
Period while still performing services for the Company or within the one year
period referred to in (ii) above or the three-month period referred to in (iv)
below, the Option may be exercised by those entitled to do so under the Option
Holder's will or by the laws of descent and distribution within one year
following the Option Holder's death, (provided that such exercise must occur
within the Option Period), but not thereafter. In any such case, the Option may
be exercised only as to the shares as to which the Option had become exercisable
on or before the date of the Option Holder's death.

                           (iv) If the services of the Option Holder are
terminated (which for this purpose means that the Option Holder is no longer
employed by the Company or performing services for the Company) by the Company
within the Option Period for any reason other than cause, Disability, or death,
the Option may be exercised by the Option Holder within three months following
the date of such termination (provided that such exercise must occur within the
Option Period), but not thereafter. In any such case, the Option may be
exercised only as to the shares as to which the Option had become exercisable on
or before the date of termination of services.

                  (e) CONSIDERATION FOR GRANT OF OPTION. Each Option Holder
agrees to remain in the employment of the Company or to continue providing
consulting services to the Company, as the case may be, at the pleasure of the
Company, for a continuous period of at least one year after the date the Option
is granted, at the rate of compensation in effect on the date of such agreement
or at such changed rate as may be fixed, from time to time, by the Company.
Nothing in this paragraph shall limit or impair the Company's right to terminate
the employment of any employee or to terminate the consulting services of any
consultant.

                  (f) EXERCISE, PAYMENTS, ETC.

                           (i) MANNER OF EXERCISE. The method for exercising
each Option granted hereunder shall be by delivery to the Company of written
notice specifying the number of Shares with respect to which such Option is
exercised. The purchase of such Shares shall take place at the principal offices
of the Company within thirty days following delivery of such notice, at which
time the Option Price of the Shares shall be paid in full by any of the methods
set forth below or a combination thereof. Except as set forth in the next
sentence, the Option shall be exercised when the Option Price for the number of
shares as to which the Option is exercised is paid to the Company in full. If
the Option Price is paid by means of a broker's loan transaction described in
subsection 7.2(f)(ii)(D), in whole or in part, the closing of the purchase of
the Stock under the Option shall take place (and the Option shall be treated as
exercised) on the date on which, and only if, the sale of Stock upon which the
broker's loan was based has been closed and settled, unless the Option Holder
makes an irrevocable written election, at the time of exercise of the Option, to
have the exercise treated as fully effective for all purposes upon receipt of
the Option Price by the Company regardless of whether or not the sale of the
Stock by the broker is closed and settled. A properly executed certificate or
certificates representing the Shares shall be delivered to or at the direction
of the Option Holder upon payment therefor. If Options on less than all shares
evidenced by an Option Certificate are exercised, the Company shall deliver a
new Option Certificate evidencing the Option on the remaining shares upon
delivery of the Option Certificate for the Option being exercised.

                           (ii) The exercise price shall be paid by any of the
following methods or any combination of the following methods at the election of
the Option Holder, or by any other method approved by the Committee upon the
request of the Option Holder:

                                    (A) in cash;


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<PAGE>   12




                                    (B) by certified check, cashier's check or
other check acceptable to the Company, payable to the order of the Company;

                                    (C) by delivery to the Company of
certificates representing the number of shares then owned by the Option Holder,
the Fair Market Value of which equals the purchase price of the Stock purchased
pursuant to the Option, properly endorsed for transfer to the Company; provided
however, that no Option may be exercised by delivery to the Company of
certificates representing Stock, unless such Stock has been held by the Option
Holder for more than six months; for purposes of this Plan, the Fair Market
Value of any shares of Stock delivered in payment of the purchase price upon
exercise of the Option shall be the Fair Market Value as of the exercise date;
the exercise date shall be the day of delivery of the certificates for the Stock
used as payment of the Option Price; or

                                    (D) by delivery to the Company of a properly
executed notice of exercise together with irrevocable instructions to a broker
to deliver to the Company promptly the amount of the proceeds of the sale of all
or a portion of the Stock or of a loan from the broker to the Option Holder
required to pay the Option Price.

                  (g) DATE OF GRANT. An Option shall be considered as having
been granted on the date specified in the grant resolution of the Committee.

                  (h) WITHHOLDING. Upon exercise of an Option, the Option Holder
shall make appropriate arrangements with the Company to provide for the amount
of additional withholding required by Sections 3102 and 3402 of the Code and
applicable state and local income tax laws, including payment of such taxes
through delivery of shares of Stock or by withholding Stock to be issued under
the Option, as provided in Article XII.

         7.3 TRANSFERABILITY.

                  (a) GENERAL RULE: NO LIFETIME TRANSFERS. An Option shall not
be transferable by the Option Holder except by will or pursuant to the laws of
descent and distribution. An Option shall be exercisable during the Option
Holder's lifetime only by him or her, or in the event of Disability or
incapacity, by his or her guardian or legal representative. The Option Holder's
guardian or legal representative shall have all of the rights of the Option
Holder under this Plan.

                  (b) INTERVIVOS TRANSFER TO CERTAIN FAMILY MEMBERS. The
Committee may, however, provide at the time of grant or thereafter that the
Option Holder may transfer an Option to a member of the Option Holder's
immediate family, a trust of which members of the Option Holder's immediate
family are the only beneficiaries, or a partnership of which members of the
Option Holder's immediate family or trusts for the sole benefit of the Option
Holder's immediate family are the only partners (the "InterVivos Transferee").
Immediate family means the Option Holder's spouse, issue (by birth or adoption),
parents, grandparents, siblings (including half brothers and sisters and adopted
siblings) and nieces and nephews. No transfer shall be effective unless the
Option Holder shall have notified the Company of the transfer in writing and has
furnished a copy of the documents that effect the transfer to the Company. The
InterVivos Transferee shall be subject to all of the terms of this Plan and the
Option, including, but not limited to, the vesting schedule, termination
provisions, and the manner in which the Option may be exercised. The Committee
may require the Option Holder and the InterVivos Transferee to enter into an
appropriate agreement with the Company providing for, among other things, the
satisfaction of required tax withholding with respect to the exercise of the
transferred Option and the satisfaction of any Stock retention requirements
applicable to the Option Holder, together with such other terms and conditions
as may be specified by the

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Committee. Except to the extent provided otherwise in such agreement, the
InterVivos Transferee shall have all of the rights and obligations of the Option
Holder under this Plan; provided that the InterVivos Transferee shall not have
any Stock withheld to pay withholding taxes pursuant to Section 12.2 unless the
agreement referred to in the preceding sentence specifically provides otherwise.

                  (c) NO ASSIGNMENT. No right or interest of any Option Holder
in an Option granted pursuant to the Plan shall be assignable or transferable
during the lifetime of the Option Holder, either voluntarily or involuntarily,
or be subjected to any lien, directly or indirectly, by operation of law, or
otherwise, including execution, levy, garnishment, attachment, pledge or
bankruptcy, except as set forth above.

         7.4 SHAREHOLDER PRIVILEGES. No Option Holder shall have any rights as a
shareholder with respect to any shares of Stock covered by an Option until the
Option Holder becomes the holder of record of such Stock, and no adjustments
shall be made for dividends or other distributions or other rights as to which
there is a record date preceding the date such Option Holder becomes the holder
of record of such Stock, except as provided in Article IV.


                                  ARTICLE VIII

                             RIGHTS OF PARTICIPANTS

         8.1 SERVICE. Nothing contained in the Plan or in any Option granted
under the Plan shall confer upon any Participant any right with respect to the
continuation of his employment by, or consulting relationship with, the Company,
or interfere in any way with the right of the Company, subject to the terms of
any separate employment agreement or other contract to the contrary, at any time
to terminate such services or to increase or decrease the compensation of the
Participant from the rate in existence at the time of the grant of an Option.
Whether an authorized leave of absence, or absence in military or government
service, shall constitute a termination of service shall be determined by the
Committee at the time.

         8.2 NO PLAN FUNDING. Obligations to Participants under the Plan will
not be funded, trusteed, insured or secured in any manner. The Participants
under the Plan shall have no security interest in any assets of the Company, and
shall be only general creditors of the Company.


                                   ARTICLE IX

                              GENERAL RESTRICTIONS

         9.1 INVESTMENT REPRESENTATIONS. The Company may require any person to
whom an Option is granted, as a condition of exercising such Option, to give
written assurances in substance and form satisfactory to the Company and its
counsel to the effect that such person is acquiring the Stock for his own
account for investment and not with any present intention of selling or
otherwise distributing the same, and to such other effects as the Company deems
necessary or appropriate in order to comply with Federal and applicable state
securities laws. Legends evidencing such restrictions may be placed on the Stock
certificates.

         9.2 COMPLIANCE WITH SECURITIES LAWS. Each Option grant shall be subject
to the requirement that, if at any time counsel to the Company shall determine
that the listing, registration or qualification of


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the shares subject to such Option grant upon any securities exchange or under
any state or federal law, or the consent or approval of any governmental or
regulatory body, is necessary as a condition of, or in connection with, the
issuance or purchase of shares thereunder, such grant may not be accepted or
exercised in whole or in part unless such listing, registration, qualification,
consent or approval shall have been effected or obtained on conditions
acceptable to the Committee. Nothing herein shall be deemed to require the
Company to apply for or to obtain such listing, registration or qualification.

         9.3 CHANGES IN ACCOUNTING RULES. Except as provided otherwise at the
time an Option is granted, notwithstanding any other provision of the Plan to
the contrary, if, during the term of the Plan, any changes in the financial or
tax accounting rules applicable to Options shall occur which, in the sole
judgment of the Committee, may have a material adverse effect on the reported
earnings, assets or liabilities of the Company, the Committee shall have the
right and power to modify as necessary, any then outstanding and unexercised
Options as to which the applicable services or other restrictions have not been
satisfied.


                                    ARTICLE X

                             OTHER EMPLOYEE BENEFITS

         The amount of any compensation deemed to be received by a Participant
as a result of the exercise of an Option or sale of shares received upon such
exercise, shall not constitute "earnings" or "compensation" with respect to
which any other employee benefits of such employee are determined, including
without limitation benefits under any pension, profit sharing, 401(k), life
insurance or salary continuation plan.


                                   ARTICLE XI

                  PLAN AMENDMENT, MODIFICATION AND TERMINATION

         The Board may at any time terminate, and from time to time may amend or
modify the Plan provided, however, that no amendment or modification may become
effective without approval of the amendment or modification by the shareholders
if shareholder approval is required to enable the Plan to satisfy any applicable
statutory or regulatory requirements, or if the Company, on the advice of
counsel, determines that shareholder approval is otherwise necessary or
desirable.

         No amendment, modification or termination of the Plan shall in any
manner adversely affect any Options theretofore granted under the Plan, without
the consent of the Participant holding such Options.


                                   ARTICLE XII

                                   WITHHOLDING

         12.1 WITHHOLDING REQUIREMENT. The Company's obligations to deliver
shares of Stock upon the exercise of any Option shall be subject to the
Participant's satisfaction of all applicable federal, state and local income and
other tax withholding requirements.

         12.2 WITHHOLDING WITH STOCK. At the time the Committee grants an
Option, or at any time thereafter, it may, in its sole discretion, grant the
Participant an election to pay all such amounts of tax


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withholding, or any part thereof, by electing (a) to have the Company withhold
from shares otherwise issuable to the Participant, shares of Stock having a
value equal to the amount required to be withheld or such lesser amount as may
be elected by the Participant; provided however, that the amount of Stock so
withheld shall not exceed the minimum amount required to be withheld under the
method of withholding that results in the smallest amount of withholding, or (b)
to transfer to the Company a number of shares of Stock that were acquired by the
Participant more than six months prior to the transfer to the Company and that
have a value equal to the amount required to be withheld or such lesser amount
as may be elected by the Participant. All elections shall be subject to the
approval or disapproval of the Committee. The value of shares of Stock to be
withheld shall be based on the Fair Market Value of the Stock on the date that
the amount of tax to be withheld is to be determined (the "Tax Date"). Any such
elections by Participants to have shares of Stock withheld for this purpose will
be subject to the following restrictions:

                  (a) All elections must be made prior to the Tax Date; and

                  (b) All elections shall be irrevocable.


                                  ARTICLE XIII

                               REQUIREMENTS OF LAW

         13.1 REQUIREMENTS OF LAW. The issuance of Stock and the payment of cash
pursuant to the Plan shall be subject to all applicable laws, rules and
regulations.

         13.2 GOVERNING LAW. The Plan and all agreements hereunder shall be
construed in accordance with and governed by the laws of the State of Delaware.


                                   ARTICLE XIV

                              DURATION OF THE PLAN

         Unless sooner terminated by the Board of Directors, the Plan shall
terminate at the close of business on November 22, 2010, and no Option shall be
granted, or offer to purchase Stock made, after such termination. Options
outstanding at the time of the Plan termination may continue to be exercised, or
become free of restrictions, or paid, in accordance with their terms.

Dated: November 22, 2000

                                   SIGNALSOFT CORPORATION,
                                   a Delaware corporation


                                   By: /s/ David A. Hose
                                       -----------------------------------------
                                   Name:  David A. Hose
                                   Title: President, Chief Executive Officer and
                                          Chairman of the Board of Directors



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