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                              CORILLIAN CORPORATION

                        2000 EMPLOYEE STOCK PURCHASE PLAN

                               SECTION 1. PURPOSE

         The purposes of the Corillian Corporation 2000 Employee Stock
Purchase Plan (the "Plan") are (a) to assist employees of Corillian
Corporation, an Oregon corporation (the "Company"), and its designated
subsidiaries in acquiring a stock ownership interest in the Company pursuant
to a plan that is intended to qualify as an "employee stock purchase plan"
under Section 423 of the Internal Revenue Code of 1986, as amended, and (b)
to encourage employees to remain in the employ of the Company and its
subsidiaries.

                             SECTION 2. DEFINITIONS

         For purposes of the Plan, the following terms shall be defined as
set forth below:

         "BOARD" means the Board of Directors of the Company.

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

         "COMMITTEE" means the Company's Compensation Committee or any other
committee appointed by the Board to administer the Plan.

         "COMMON STOCK" means the common stock, no par value, of the Company.

         "COMPANY" means Corillian Corporation, an Oregon corporation.

         "CORPORATE TRANSACTION" means either of the following events:

                  (a) Consummation of any merger or consolidation of the Company
         with or into another corporation or

                  (b) Consummation of any sale, lease, exchange or other
         transfer in one transaction or a series of related transactions of all
         or substantially all the Company's outstanding securities or all or
         substantially all the Company's assets other than a transfer of the
         Company's securities or assets to a majority-owned Subsidiary
         Corporation of the Company.

         "DESIGNATED SUBSIDIARY" has the meaning set forth under the
definition of "Eligible Employee" in this Section 2.

         "ELIGIBLE COMPENSATION" means all salary and wages, including
overtime, cash bonuses and commissions. Regular cash compensation does not
include severance pay, hiring and relocation bonuses, pay in lieu of
vacations, sick leave, gain from stock option exercises or any other special
payments.


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         "ELIGIBLE EMPLOYEE" means any employee of the Company, a domestic
Subsidiary Corporation or any other Subsidiary Corporation designated by the
Board or the Committee (each, a "Designated Subsidiary"), who is in the
employ of the Company (or any Designated Subsidiary) on one or more Offering
Dates and who meets the following criteria:

                  (a) the employee does not, immediately after the Option is
         granted, own stock (as defined by the Code) possessing 5% or more of
         the total combined voting power or value of all classes of stock of the
         Company or of a Parent Corporation or Subsidiary Corporation of the
         Company;

                  (b) the employee's customary employment is for 20 hours or
         more per week; provided, however, that the Plan Administrator may
         decrease this minimum hours requirement for a future Offering;

                  (c) if specified by the Plan Administrator for a future
         Offering, the employee customarily works a minimum of five months per
         year or any lesser number of months established by the Plan
         Administrator; and

                  (d) if specified by the Plan Administrator for a future
         Offering, the employee has been employed for a certain minimum period
         of time as of an Offering Date; provided, however, that any such
         minimum employment period may not exceed two years.

If the Company permits any employee of a Designated Subsidiary to participate
in the Plan, then all employees of that Designated Subsidiary who meet the
requirements of this paragraph shall also be considered Eligible Employees.

         "ENROLLMENT PERIOD" has the meaning set forth in Section 7.1.

         "ESPP BROKER" has the meaning set forth in Section 10.1.

         "FAIR MARKET VALUE" shall be as established in good faith by the
Plan Administrator or (a) if the Common Stock is listed on the Nasdaq
National Market, the closing sales price for the Common Stock as reported by
the Nasdaq National Market on the Offering Date or the Purchase Date, as
applicable, unless the Plan Administrator determines otherwise for a future
Offering or (b) if the Common Stock is listed on the New York Stock Exchange
or the American Stock Exchange, the closing sales price for the Common Stock
as such price is officially quoted in the composite tape of transactions on
such exchange on the Offering Date or the Purchase Date, as applicable,
unless the Plan Administrator determines otherwise for a future Offering;
provided, however, that for the first Offering Date under the Plan that
occurs on the date shares of Common Stock are first offered to the public in
an underwritten initial public offering filed with and declared effective by
the Securities and Exchange Commission, Fair Market Value shall be the Common
Stock's initial public offering price as set forth in Section 6(a). If there
is no such reported price for the Common Stock for the date in question, then
such price on the last preceding date for which such price exists shall be
determinative of Fair Market Value.


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         "OFFERING" has the meaning set forth in Section 5.1.

         "OFFERING DATE" means the first day of an Offering.

         "OPTION" means an option granted under the Plan to an Eligible
Employee to purchase shares of Common Stock.

         "PARENT CORPORATION" means any corporation, other than the Company,
in an unbroken chain of corporations ending with the Company, if, at the time
of the granting of the Option, each of the corporations, other than the
Company, owns stock possessing 50% or more of the total combined voting power
of all classes of stock in one of the other corporations in such chain.

         "PARTICIPANT" means any Eligible Employee who has elected to
participate in an Offering in accordance with the procedures set forth in
Section 7.1 and who has not withdrawn from the Plan or whose participation in
the Plan is not otherwise terminated.

         "PLAN" means the Corillian Corporation 2000 Employee Stock Purchase
Plan.

         "PURCHASE DATE" means the last day of each Purchase Period.

         "PURCHASE PERIOD" has the meaning set forth in Section 5.2.

         "PURCHASE PRICE" has the meaning set forth in Section 6.

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

         "SUBSCRIPTION" has the meaning set forth in Section 7.1.

         "SUBSIDIARY CORPORATION" means any corporation, other than the
Company, in an unbroken chain of corporations beginning with the Company, if,
at the time of the granting of the Option, each of the corporations, other
than the last corporation in the unbroken chain, owns stock possessing 50% or
more of the total combined voting power of all classes of stock in one of the
other corporations in such chain.

                            SECTION 3. ADMINISTRATION

3.1      PLAN ADMINISTRATOR

         The Plan shall be administered by the Board and/or the Committee or,
if and to the extent the Board or the Committee designates an executive
officer of the Company to administer the Plan, by such executive officer
(each, the "Plan Administrator"). Any decisions made by the Plan
Administrator shall be applicable equally to all Eligible Employees.

3.2      ADMINISTRATION AND INTERPRETATION BY THE PLAN ADMINISTRATOR

         Subject to the provisions of the Plan, the Plan Administrator shall
have the authority, in its sole discretion, to determine all matters relating
to Options granted under the Plan, including all terms, conditions,
restrictions and limitations of Options; provided, however, that all


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Participants granted Options pursuant to the Plan shall have the same rights
and privileges within the meaning of Code Section 423. The Plan Administrator
shall also have exclusive authority to interpret the Plan and may from time
to time adopt, and change, rules and regulations of general application for
the Plan's administration. The Plan Administrator's interpretation of the
Plan and its rules and regulations, and all actions taken and determinations
made by the Plan Administrator pursuant to the Plan, unless reserved to the
Board or the Committee, shall be conclusive and binding on all parties
involved or affected. The Plan Administrator may delegate administrative
duties to such of the Company's other officers or employees as the Plan
Administrator so determines.

                        SECTION 4. STOCK SUBJECT TO PLAN

         Subject to adjustment from time to time as provided in Section 21.1,
the maximum number of shares of Common Stock that shall be available for
issuance under the Plan shall be:

                  (a)      500,000 shares, plus

                  (b) an annual increase to be added on the first day of the
Company's fiscal year beginning in 2002 equal to the least of (i) 500,000
shares of Common Stock; (ii) 2% of the adjusted average common shares
outstanding of the Company used to calculate fully diluted earnings per share
as reported in the annual report to shareholders for the preceding year; and
(iii) a lesser amount determined by the Board; provided, however, that any
shares from any increases in previous years that are not actually issued
shall be added to the aggregate number of shares available for issuance under
the Plan. Shares issued under the Plan shall be drawn from authorized and
unissued shares or shares subsequently acquired by the Company.

                            SECTION 5. OFFERING DATES

5.1      OFFERINGS

         (a) Except as otherwise set forth below, the Plan shall be
implemented by a series of Offerings of 24 months' duration (each, an
"Offering"). Offerings shall commence on February 1 and August 1 of each year
and end on the next January 31 and July 31, respectively, occurring
thereafter; provided, however, that the first Offering shall begin on the day
(the "IPO Date") on which shares of Common Stock are first offered to the
public in an underwritten initial public offering of such Common Stock
pursuant to a registration statement filed with and declared effective by the
Securities and Exchange Commission (such day being the first trading day for
the Common Stock on the Nasdaq National Market, the New York Stock Exchange
or other applicable trading market), and shall end on January 31, 2002.

         (b) Notwithstanding the foregoing, the Plan Administrator may
establish (i) a different term for one or more future Offerings and (ii)
different commencing and ending dates for such future Offerings; provided,
however, that an Offering may not exceed five years; and provided, further,
that if the Purchase Price may be less than 85% of the Fair Market Value of
the Common Stock on the Purchase Date, the Offering may not exceed 27 months.


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         (c) In the event the first or the last day of an Offering is not a
regular business day, then the first day of the Offering shall be deemed to
be the next regular business day and the last day of the Offering shall be
deemed to be the last preceding regular business day.

5.2      PURCHASE PERIODS

         (a) Each Offering shall consist of four consecutive purchase periods
of six months' duration (each, a "Purchase Period"). The last day of each
Purchase Period shall be the Purchase Date for such Purchase Period. Except
as otherwise set forth below, a Purchase Period shall commence on February 1
and August 1 of each year and end on the next July 31 and January 31,
respectively, occurring thereafter; provided, however, that the Purchase
Period for the first Offering shall commence on the IPO Date and shall end on
July 31, 2000.

         (b) Notwithstanding the foregoing, the Plan Administrator may
establish for a future Offering (i) a different term for one or more future
Purchase Periods and (ii) different commencing and ending dates for any such
Purchase Period.

         (c) In the event the first or last day of a Purchase Period is not a
regular business day, then the first day of the Purchase Period shall be
deemed to be the next regular business day and the last day of the Purchase
Period shall be deemed to be the last preceding regular business day.

5.3      GOVERNMENTAL APPROVAL; SHAREHOLDER APPROVAL

         Notwithstanding any other provision of the Plan to the contrary, an
Option granted pursuant to the Plan shall be subject to (a) obtaining all
necessary governmental approvals and qualifications for the Plan, the
issuance of Options and the sale of Common Stock pursuant to the Plan and (b)
obtaining shareholder approval of the Plan.

                            SECTION 6. PURCHASE PRICE

         (a) The purchase price (the "Purchase Price") at which Common Stock
may be acquired in an Offering pursuant to the exercise of all or any portion
of an Option shall be 85% of the lesser of (i) the Fair Market Value of the
Common Stock on the Offering Date of such Offering and (ii) the Fair Market
Value of the Common Stock on the Purchase Date; provided, however, that the
Purchase Price for the first Offering that begins on the IPO Date shall be
the lesser of (A) 100% of the initial public offering price per share of
Common Stock, before underwriters' discounts or concessions, set forth in
that certain Underwriting Agreement between the Company and the
representatives of the underwriters and executed in connection with the
Company's initial public offering of the Common Stock and (B) 85% of the Fair
Market Value of the Common Stock on the Purchase Date.

         (b) Notwithstanding the foregoing, if an increase in the number of
shares authorized for issuance under the Plan (other than an annual increase
pursuant to Section 4) is approved and all or a portion of such additional
shares are to be issued during one or more Offerings that are underway at the
time of shareholder approval of such increase (the "Additional Shares"),
then, if as of the date of such shareholder approval, the Fair Market Value
of a share of Common Stock


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is higher than the Fair Market Value on the Offering Date for any such
Offering, the Purchase Price for the Additional Shares shall be 85% of the
lesser of (i) the Common Stock's Fair Market Value on the date of such
shareholder approval and (ii) the Fair Market Value of the Common Stock on
the Purchase Date.

                      SECTION 7. PARTICIPATION IN THE PLAN

7.1      INITIAL PARTICIPATION

         An Eligible Employee shall become a Participant on the first
Offering Date after satisfying the eligibility requirements and delivering to
the Company during the enrollment period established by the Plan
Administrator (the "Enrollment Period") a subscription (the "Subscription"):

         (a) indicating the Eligible Employee's election to participate in
the Plan;

         (b) authorizing payroll deductions and stating the amount to be
deducted regularly from the Participant's pay; and

         (c) authorizing the purchase of Common Stock for the Participant in
each Purchase Period.

         An Eligible Employee who does not deliver a Subscription as provided
above during the Enrollment Period shall not participate in the Plan for that
Offering or for any subsequent Offering unless such Eligible Employee
subsequently enrolls in the Plan by filing a Subscription with the Company
during the Enrollment Period for such subsequent Offering. The Company may,
from time to time, change the Enrollment Period for a future Offering as
deemed advisable by the Plan Administrator, in its sole discretion, for the
proper administration of the Plan.

         Except as provided in Section 7.2, an employee who becomes eligible
to participate in the Plan after an Offering has commenced shall not be
eligible to participate in such Offering but may participate in any
subsequent Offering, provided that such employee is still an Eligible
Employee as of the commencement of any such subsequent Offering. Eligible
Employees may not participate in more than one Offering at a time.

7.2      ALTERNATIVE INITIAL PARTICIPATION

         Notwithstanding any other provision of the Plan, the Board or the
Committee may provide for a future Offering that any employee of the Company
or any Designated Subsidiary who first meets the requirements of
subparagraphs (b) through (d) of the paragraph "Eligible Employee" in Section
2 during the course of an Offering shall, on a date or dates specified in the
Offering that coincide with the day on which such person first meets such
requirements or that occurs on a specified date thereafter, receive an Option
under that Offering which Option shall thereafter be deemed to be a part of
that Offering. Such Option shall have the same characteristics as any Options
originally granted under that Offering, except that


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         (a) the date on which such Option is granted shall be the "Offering
Date" of such Option for all purposes, including determining the Purchase
Price of such Option; provided, however, that if the Fair Market Value of the
Common Stock on the date on which such Option is granted is less than the
Fair Market Value of Common Stock on the first day of the Offering, then,
solely for the purpose of determining the Purchase Price of such Option, the
first day of the Offering shall be the "Offering Date" for such Option;

         (b) the Purchase Period(s) for such Option shall begin on its
Offering Date and end coincident with the remaining Purchase Date(s) for such
Offering; and

         (c) the Board or the Committee may provide that if such person first
meets such requirements within a specified period of time before the end of a
Purchase Period for such Offering, he or she will not receive an Option for
that Purchase Period.

7.3      CONTINUED PARTICIPATION

         A Participant shall automatically participate in the next Offering
until such time as such Participant ceases payroll contributions to the Plan,
withdraws from the Plan pursuant to Section 11.2 or terminates employment as
provided in Section 13.

               SECTION 8. LIMITATIONS ON RIGHT TO PURCHASE SHARES

8.1      NUMBER OF SHARES PURCHASED

         (a) No Participant shall be entitled to purchase Common Stock under
the Plan (or any other employee stock purchase plan that is intended to meet
the requirements of Code Section 423 sponsored by the Company, a Parent
Corporation or a Subsidiary Corporation) with a Fair Market Value exceeding
$25,000 (such value determined as of the Offering Date for each Offering or
such other limit as may be imposed by the Code) in any calendar year in which
a Participant participates in the Plan (or other employee stock purchase plan
described in this Section 8.1).

         (b) No Participant shall be entitled to purchase more than 5,000
shares of Common Stock (or such other number as the Board or the Committee
shall specify for a future Offering) under the Plan in any single Purchase
Period.

         (c) For a future Offering, the Board or the Committee may specify a
maximum number of shares that may be purchased by any Participant, as well as
a maximum aggregate number of shares that may be purchased by all
Participants, pursuant to such Offering. In addition, for a future Offering
with more than one Purchase Date, the Board or the Committee may specify a
maximum aggregate number of shares that may be purchased by all Participants
on any given Purchase Date under the Offering.


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8.2      PRO RATA ALLOCATION

         In the event the number of shares of Common Stock that might be
purchased by all Participants exceeds the number of shares of Common Stock
available in the Plan, the Plan Administrator shall make a pro rata
allocation of the remaining shares of Common Stock in as uniform a manner as
shall be practicable and as the Plan Administrator shall determine to be
equitable. Fractional shares may not be issued under the Plan unless the Plan
Administrator determines otherwise for a future Offering.

                      SECTION 9. PAYMENT OF PURCHASE PRICE

9.1      GENERAL RULES

         Subject to Section 9.11, Common Stock that is acquired pursuant to
the exercise of all or any portion of an Option may be paid for only by means
of payroll deductions from the Participant's Eligible Compensation. Except as
set forth in this Section 9, the amount of compensation to be withheld from a
Participant's Eligible Compensation during each pay period shall be
determined by the Participant's Subscription.

9.2      PERCENT WITHHELD

         The amount of payroll withholding for each Participant for purchases
pursuant to the Plan during any pay period shall be at least 1% but shall not
exceed 15% of the Participant's Eligible Compensation for such pay period (or
such other higher percentage as the Plan Administrator may establish from
time to time for a future Offering). Amounts shall be withheld in whole
percentages only.

9.3      PAYROLL DEDUCTIONS

         Payroll deductions shall commence on the first payday following the
Offering Date and shall continue through the last payday of the Offering
unless sooner altered or terminated as provided in the Plan.

9.4      MEMORANDUM ACCOUNTS

         Individual accounts shall be maintained for each Participant for
memorandum purposes only. All payroll deductions from a Participant's
compensation shall be credited to such account but shall be deposited with
the general funds of the Company. All payroll deductions received or held by
the Company may be used by the Company for any corporate purpose.

9.5      NO INTEREST

         No interest shall be paid on payroll deductions received or held by
the Company.


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9.6      ACQUISITION OF COMMON STOCK

         On each Purchase Date of an Offering, each Participant shall
automatically acquire, pursuant to the exercise of the Participant's Option,
the number of shares of Common Stock arrived at by dividing the total amount
of the Participant's accumulated payroll deductions for the Purchase Period
by the Purchase Price; provided, however, that the number of shares of Common
Stock purchased by the Participant shall not exceed the number of whole
shares of Common Stock so determined, unless the Plan Administrator has
determined for a future Offering that fractional shares may be issued under
the Plan; and provided, further, that the number of shares of Common Stock
purchased by the Participant shall not exceed the number of shares for which
Options have been granted to the Participant pursuant to Section 8.1.

9.7      REFUND OF EXCESS AMOUNTS

         Any cash balance remaining in the Participant's account at the
termination of each Purchase Period shall be refunded to the Participant as
soon as practical after the Purchase Date without the payment of any
interest; provided, however, that if the Participant participates in the next
Purchase Period, any cash balance remaining in the Participant's account
shall be applied to the purchase of Common Stock in the new Purchase Period,
provided such purchase complies with Section 8.1.

9.8      WITHHOLDING OBLIGATIONS

         At the time the Option is exercised, in whole or in part, or at the
time some or all the Common Stock is disposed of, the Participant shall make
adequate provision for federal and state withholding obligations of the
Company, if any, that arise upon exercise of the Option or upon disposition
of the Common Stock. The Company may withhold from the Participant's
compensation the amount necessary to meet such withholding obligations.

9.9      TERMINATION OF PARTICIPATION

         No Common Stock shall be purchased on behalf of a Participant on a
Purchase Date if his or her participation in the Plan has terminated on or
before such Purchase Date.

9.10     PROCEDURAL MATTERS

         The Company may, from time to time, establish (a) limitations on the
frequency and/or number of any permitted changes in the amount withheld
during an Offering, as set forth in Section 11.1, (b) an exchange ratio
applicable to amounts withheld in a currency other than U.S. dollars, (c)
payroll withholding in excess of the amount designated by a Participant in
order to adjust for delays or mistakes in the Company's processing of
properly completed withholding elections, and (d) such other limitations or
procedures as deemed advisable by the Company in the Company's sole
discretion that are consistent with the Plan and in accordance with the
requirements of Code Section 423.


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9.11     LEAVES OF ABSENCE

         During leaves of absence approved by the Company and meeting the
requirements of the applicable Treasury Regulations promulgated under the
Code, a Participant may elect to continue participation in the Plan by
delivering cash payments to the Company on the Participant's normal paydays
equal to the amount of his or her payroll deduction under the Plan had the
Participant not taken a leave of absence. Currently, the Treasury Regulations
provide that a Participant may continue participation in the Plan only during
the first 90 days of a leave of absence unless the Participant's reemployment
rights are guaranteed by statute or contract.

                SECTION 10. COMMON STOCK PURCHASED UNDER THE PLAN

10.1     ESPP BROKER

         If the Plan Administrator designates or approves a stock brokerage
or other financial services firm (the "ESPP Broker") to hold shares purchased
under the Plan for the accounts of Participants, the following procedures
shall apply. Promptly following each Purchase Date, the number of shares of
Common Stock purchased by each Participant shall be deposited into an account
established in the Participant's name with the ESPP Broker. Each Participant
shall be the beneficial owner of the Common Stock purchased under the Plan
and shall have all rights of beneficial ownership in such Common Stock. A
Participant shall be free to undertake a disposition of the shares of Common
Stock in his or her account at any time, but, in the absence of such a
disposition, the shares of Common Stock must remain in the Participant's
account at the ESPP Broker until the holding period set forth in Code Section
423 has been satisfied. With respect to shares of Common Stock for which the
holding period set forth above has been satisfied, the Participant may move
those shares of Common Stock to another brokerage account of the
Participant's choosing or request that a stock certificate be issued and
delivered to him or her. Dividends paid in the form of shares of Common Stock
with respect to Common Stock in a Participant's account shall be credited to
such account. A Participant who is not subject to payment of U.S. income
taxes may move his or her shares of Common Stock to another brokerage account
of his or her choosing or request that a stock certificate be delivered to
him or her at any time, without regard to the Code Section 423 holding period.

10.2     NOTICE OF DISPOSITION

         By entering the Plan, each Participant agrees to promptly give the
Company notice of any Common Stock disposed of within the later of one year
from the Purchase Date and two years from the Offering Date for such Common
Stock, showing the number of such shares disposed of and the Purchase Date
and Offering Date for such Common Stock. This notice shall not be required if
and so long as the Company has a designated ESPP Broker.


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                 SECTION 11. CHANGES IN WITHHOLDING AMOUNTS AND
                              VOLUNTARY WITHDRAWAL

11.1     CHANGES IN WITHHOLDING AMOUNTS

         (a) Unless the Plan Administrator establishes otherwise for a future
Offering, during a Purchase Period, a Participant may elect to reduce payroll
contributions to 0% by completing and filing with the Company an amended
Subscription authorizing cessation of payroll deductions. The change in rate
shall be effective as of the beginning of the next calendar month following
the date of filing the amended Subscription if the amended Subscription is
filed at least ten days prior to such date (the "Change Notice Date") and, if
not, as of the beginning of the next succeeding calendar month. All payroll
deductions accrued by a Participant as of a Change Notice Date shall continue
to be applied toward the purchase of Common Stock on the Purchase Date,
unless a Participant withdraws from the Plan, pursuant to Section 11.2. An
amended Subscription shall remain in effect until the Participant changes
such Subscription in accordance with the terms of the Plan.

         (b) Unless the Plan Administrator determines otherwise for a future
Offering, a Participant may elect to increase or decrease the amount to be
withheld from his or her compensation for future Purchase Periods by filing
with the Company an amended Subscription; provided, however, that notice of
such election must be delivered to the Company at least ten days prior to
such Purchase Period in such form and in accordance with such terms as the
Plan Administrator may establish for an Offering. An amended Subscription
shall remain in effect until the Participant changes such Subscription in
accordance with the terms of the Plan.

         (c) Notwithstanding the foregoing, to the extent necessary to comply
with Code Section 423 and Section 8.1, a Participant's payroll deductions may
be decreased to 0% during any Purchase Period if the aggregate of all payroll
deductions accumulated with respect to one or more Purchase Periods ending
within the same calendar year exceeds $25,000 based on the Fair Market Value
of the Common Stock determined as of the first day of an Offering ($21,250 if
the Purchase Price is 85% of the Fair Market Value of the Common Stock on the
Offering Date of the Offering). Payroll deductions shall re-commence at the
rate provided in such Participant's Subscription at the beginning of the
first Purchase Period that is scheduled to end in the following calendar
year, unless the Participant terminates participation in the Plan or
indicates otherwise in an amended Subscription..

11.2     WITHDRAWAL FROM THE PLAN

         A Participant may withdraw from the Plan by completing and
delivering to the Company a written notice of withdrawal on a form provided
by the Company for such purpose. Such notice must be delivered prior to the
end of the Purchase Period for which such withdrawal is to be effective. If a
Participant withdraws after the Purchase Date for a Purchase Period of an
Offering, the withdrawal shall not affect Common Stock acquired by the
Participant in that Purchase Period or any earlier Purchase Periods. A
Participant may not resume participation in the same Offering at any time
upon withdrawal from the Plan, but may participate in any subsequent Offering
under the Plan by again satisfying the definition of Eligible Employee and


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re-enrolling in the Plan in accordance with Section 7. The Company may, from
time to time, impose a requirement that the notice of withdrawal be on file
with the Company for a reasonable period prior to the effectiveness of the
Participant's withdrawal.

11.3     RETURN OF PAYROLL DEDUCTIONS

         Upon withdrawal from the Plan pursuant to Section 11.2, the
withdrawing Participant's accumulated payroll deductions that have not been
applied to the purchase of Common Stock shall be returned as soon as
practical after the withdrawal, without the payment of any interest, to the
Participant and the Participant's interest in the Offering shall terminate.
Such accumulated payroll deductions may not be applied to any other Offering
under the Plan.

                        SECTION 12. AUTOMATIC WITHDRAWAL

         If the Fair Market Value of the Common Stock on any Purchase Date of
an Offering is less than the Fair Market Value of the Common Stock on the
Offering Date for such Offering, then every Participant shall automatically
(a) be withdrawn from such Offering at the close of such Purchase Date and
after the acquisition of the shares of Common Stock for such Purchase Period
and (b) be enrolled in the Offering commencing on the first business date
subsequent to such Purchase Period, provided the Participant is eligible to
participate in the Plan and has not elected to terminate participation in the
Plan pursuant to Section 11.2.

                      SECTION 13. TERMINATION OF EMPLOYMENT

         Termination of a Participant's employment with the Company for any
reason, including retirement, death or the failure of a Participant to remain
an Eligible Employee, shall immediately terminate the Participant's
participation in the Plan. The payroll deductions credited to the
Participant's account since the last Purchase Date shall, as soon as
practical, be returned to the Participant or, in the case of a Participant's
death, to the Participant's legal representative or designated beneficiary as
provided in Section 14.2, and all the Participant's rights under the Plan
shall terminate. Interest shall not be paid on sums returned to a Participant
pursuant to this Section 13.

                     SECTION 14. RESTRICTIONS ON ASSIGNMENT

14.1     TRANSFERABILITY

         An Option granted under the Plan shall not be transferable and such
Option shall be exercisable during the Participant's lifetime only by the
Participant. The Company will not recognize, and shall be under no duty to
recognize, any assignment or purported assignment by a Participant of the
Participant's interest in the Plan, of his or her Option or of any rights
under his or her Option.


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14.2     BENEFICIARY DESIGNATION

         The Plan Administrator may permit a Participant to designate a
beneficiary who is to receive any shares and cash, if any, from the
Participant's account under the Plan in the event the Participant dies after
the Purchase Date for an Offering but prior to delivery to such Participant
of such shares and cash. In addition, the Plan Administrator may permit a
Participant to designate a beneficiary who is to receive any cash from the
Participant's account under the Plan in the event that the Participant dies
before the Purchase Date for an Offering. Such designation may be changed by
the Participant at any time by written notice to the Company.

                           SECTION 15. MARKET STANDOFF

         In connection with the underwritten initial public offering by the
Company of its Common Stock, neither a Participant nor any beneficiary
designated pursuant to Section 14.2 shall sell, make any short sale of, loan,
hypothecate, pledge, grant any option for the purchase of, or otherwise
dispose of or transfer for value or otherwise agree to engage in any of the
foregoing transactions with respect to any Common Stock issued under the Plan
for a period of 180 days after the IPO Date, except that the foregoing
provision shall not apply in the event of the Participant's death or
"disability" as that term is defined in Code Section 22(e)(3).

         In the event of any stock split, stock dividend, recapitalization,
combination of shares, exchange of shares or other change affecting the
Common Stock effected as a class without the Company's receipt of
consideration, any new, substituted or additional securities distributed with
respect to the purchased Common Stock shall be immediately subject to the
provisions of this Section 15.

         In order to enforce the limitations of this Section 15, the Company
may issue stop-transfer instructions to the ESPP Broker and/or the Company's
transfer agent until the end of the period ending 180 days after the IPO Date.

            SECTION 16. NO RIGHTS AS SHAREHOLDER UNTIL SHARES ISSUED

         With respect to shares of Common Stock subject to an Option, a
Participant shall not be deemed to be a shareholder of the Company, and he or
she shall not have any of the rights or privileges of a shareholder. A
Participant shall have the rights and privileges of a shareholder of the
Company when, but not until, a certificate or its equivalent has been issued
to the Participant for the shares following exercise of the Participant's
Option.

    SECTION 17. LIMITATIONS ON SALE OF COMMON STOCK PURCHASED UNDER THE PLAN

         The Plan is intended to provide Common Stock for investment and not
for resale. The Company does not, however, intend to restrict or influence
any Participant in the conduct of his or her own affairs. A Participant,
therefore, may sell Common Stock purchased under the Plan at any time he or
she chooses, subject to compliance with Section 15, Company policies and any


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applicable federal and state securities laws. A Participant assumes the risk
of any market fluctuations in the price of the Common Stock.

                SECTION 18. AMENDMENT OR TERMINATION OF THE PLAN

         (a) The Board may amend the Plan in such respects as it shall deem
advisable; provided, however, that, to the extent required for compliance
with Code Section 423 or any applicable law or regulation, shareholder
approval will be required for any amendment that will (i) increase the total
number of shares as to which Options may be granted under the Plan, (ii)
modify the class of employees eligible to receive Options, or (iii) otherwise
require shareholder approval under any applicable law or regulation; and
provided further, that except as provided in Section 21 and this Section 18,
no amendment to the Plan shall make any change in any Option previously
granted that adversely affects the rights of any Participant.

         (b) The Plan shall continue in effect for ten years after the date
of its adoption by the Board. Notwithstanding the foregoing, the Board may at
any time and for any reason terminate or suspend the Plan. During any period
of suspension or upon termination of the Plan, no Options shall be granted.

         (c) Except as provided in Section 21, no such termination of the
Plan may affect Options previously granted, except that the Plan or an
Offering may be terminated by the Board on a Purchase Date or by the Board's
setting a new Purchase Date with respect to an Offering and a Purchase Period
then in progress if the Board determines that termination of the Plan and/or
the Offering is in the best interests of the Company and the shareholders or
if continuation of the Plan and/or the Offering would cause the Company to
incur adverse accounting charges as a result of a change after the effective
date of the Plan in the generally accepted accounting rules applicable to the
Plan.

                      SECTION 19. NO RIGHTS AS AN EMPLOYEE

         Nothing in the Plan shall be construed to give any person (including
any Eligible Employee or Participant) the right to remain in the employ of
the Company or a Parent Corporation or Subsidiary Corporation or to affect
the right of the Company or a Parent Corporation or Subsidiary Corporation to
terminate the employment of any person (including any Eligible Employee or
Participant) at any time with or without cause.

                       SECTION 20. EFFECT UPON OTHER PLANS

         The adoption of the Plan shall not affect any other compensation or
incentive plans in effect for the Company or any Parent Corporation or
Subsidiary Corporation. Nothing in the Plan shall be construed to limit the
right of the Company, any Parent Corporation or Subsidiary Corporation to (a)
establish any other forms of incentives or compensation for employees of the
Company, a Parent Corporation or Subsidiary Corporation or (b) grant or
assume options otherwise than under the Plan in connection with any proper
corporate purpose, including, but not by way of limitation, the grant or
assumption of options in connection with the acquisition,


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<PAGE>

by purchase, lease, merger, consolidation or otherwise, of the business,
stock or assets of any corporation, firm or association.

                             SECTION 21. ADJUSTMENTS

21.1     ADJUSTMENT OF SHARES

         In the event that, at any time or from time to time, a stock
dividend, stock split, spin-off, combination or exchange of shares,
recapitalization, merger, consolidation, distribution to shareholders other
than a normal cash dividend, or other change in the Company's corporate or
capital structure results in (a) the outstanding shares, or any securities
exchanged therefor or received in their place, being exchanged for a
different number or kind of securities of the Company or of any other
corporation or (b) new, different or additional securities of the Company or
of any other corporation being received by the holders of shares of Common
Stock, then (subject to any required action by the Company's shareholders),
the Board or the Committee, in its sole discretion, shall make such equitable
adjustments as it shall deem appropriate in the circumstances in (i) the
maximum number and kind of shares of Common Stock subject to the Plan as set
forth in Section 4, (ii) the number and kind of securities that are subject
to any outstanding Option and the per share price of such securities and
(iii) the maximum number of shares of Common Stock that may be purchased by a
Participant in a Purchase Period. The determination by the Board or the
Committee as to the terms of any of the foregoing adjustments shall be
conclusive and binding. Notwithstanding the foregoing, a merger, asset sale,
dissolution or liquidation of the Company shall not be governed by this
Section 21.1 but shall be governed by Sections 21.2 and 21.3, respectively.

21.2     CORPORATE TRANSACTION

         In the event of a proposed Corporate Transaction, each outstanding
Option shall be assumed or an equivalent option substituted by the successor
corporation or parent thereof (the "Successor Corporation"). In the event
that the Successor Corporation refuses to assume or substitute for the
Option, the Offering then in progress shall be shortened by setting a new
Purchase Date. The new Purchase Date shall be a specified date before the
date of the proposed Corporate Transaction. The Board shall notify each
Participant in writing prior to the new Purchase Date that the Purchase Date
for the Participant's Option has been changed to the new Purchase Date and
that the Participant's Option shall be exercised automatically on the new
Purchase Date, unless prior to such date the Participant has withdrawn from
the Plan as provided in Section 11.

21.3     DISSOLUTION OR LIQUIDATION OF THE COMPANY

         In the event of the proposed dissolution or liquidation of the
Company, the Offering then in progress shall be shortened by setting a new
Purchase Date and shall terminate immediately prior to the consummation of
such proposed dissolution or liquidation, unless provided otherwise by the
Board. The new Purchase Date shall be a specified date before the date of the
Company's proposed dissolution or liquidation. The Board shall notify each
Participant in writing, at least ten business days prior to the new Purchase
Date, that the Purchase Date for the Participant's


                                      -15-
<PAGE>

Option has been changed to the new Purchase Date and that the Participant's
Option shall be exercised automatically on the new Purchase Date, unless
prior to such date the Participant has withdrawn from the Offering or the
Plan as provided in Section 11.

21.4     LIMITATIONS

         The grant of Options shall in no way affect the Company's right to
adjust, reclassify, reorganize or otherwise change its capital or business
structure or to merge, consolidate, dissolve, liquidate or sell or transfer
all or any part of its business or assets.

                SECTION 22. REGISTRATION; CERTIFICATES FOR SHARES

         Notwithstanding any other provision of the Plan, the Company shall
have no obligation to issue or deliver any shares of Common Stock under the
Plan or make any other distribution of benefits under the Plan unless such
issuance, delivery or distribution would comply with all applicable laws
(including, without limitation, the requirements of the Securities Act), and
the applicable requirements of any securities exchange or similar entity.

         The Company shall be under no obligation to any Participant to
register for offering or resale or to qualify for exemption under the
Securities Act, or to register or qualify under state securities laws, any
shares of Common Stock, security or interest in a security paid or issued
under, or created by, the Plan, or to continue in effect any such
registrations or qualifications if made. The Company may issue certificates
for shares with such legends and subject to such restrictions on transfer and
stop-transfer instructions as counsel for the Company deems necessary or
desirable for compliance by the Company with federal and state securities
laws.

         To the extent that the Plan or any instrument evidencing shares of
Common Stock provides for issuance of stock certificates to reflect the
issuance of such shares, the issuance may be effected on a noncertificated
basis, to the extent not prohibited by applicable law or the applicable rules
of any stock exchange.

                           SECTION 23. EFFECTIVE DATE

         The Plan's effective date is the date on which it is approved by the
Company's shareholders, which was _______________, _______.


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