<PAGE>
                                                                    EXHIBIT 10.2

                           REPEATER TECHNOLOGIES, INC.
                            1990 INCENTIVE STOCK PLAN

                              Adopted May 18, 1990
             Amended by the Board of Directors on September 4, 1990
                  Approved by the Shareholders on May 10, 1991
              Amended by the Board of Directors on October 23, 1992
                Approved by the Shareholders on December 31, 1992
             Amended by the Board of Directors on February 17, 1993
              Amended by the Board of Directors on October 14, 1994
                Amended by the Board of Directors on May 25, 1995
             Amended by the Board of Directors on January 29, 1997.
                Approved by the Shareholders on January 29, 1997
              Amended by the Board of Directors on October 2, 1997
                Approved by the Shareholders on November 20, 1997
               Amended by the Board of Directors on March 13, 1998
                 Approved by the Shareholders on March 13, 1998
             Amended by the Board of Directors on September 16, 1999
                  Approved by the Shareholders on May 11, 2000

        1.     PURPOSE.

               (a) The purpose of the 1990 Incentive Stock Plan (the "Plan") is
to provide a means by which selected key employees and directors (if declared
eligible under paragraph 4) of and consultants to Repeater Technologies, Inc., a
California corporation (the "Company"), and its Affiliates, as defined in
subparagraph 1(b), may be given an opportunity to benefit from increases in
value of the stock of the Company. It is intended that this purpose will be
effected through the granting of (a) incentive stock options, (b) nonstatutory
stock options, (c) stock bonuses, and (d) purchases of restricted stock.

               (b) The word "Affiliate" as used in the Plan means any parent
corporation or subsidiary corporation of the Company, as those terms are defined
in Sections 425(e) and (f), respectively, of the Internal Revenue Code of 1986,
as amended from time to time (the "Code").

               (c) The Company, by means of the Plan, seeks to retain the
services of persons now employed by or serving as consultants or directors to
the Company, to secure and retain the




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services of persons capable of filling such positions, and to provide incentives
for such persons to exert maximum efforts for the success of the Company.

               (d) The Company intends that rights granted under the Plan
("Stock Awards") shall, in the discretion of the Board of Directors of the
Company (the "Board") or any committee to which responsibility for
administration of the Plan has been delegated pursuant to subparagraph 2(c), be
either (i) stock options granted pursuant to paragraph 5 hereof, including
incentive stock options as that term is used in Section 422A of the Code
("Incentive Stock Options"), or options which do not qualify as incentive stock
options ("Supplemental Stock Options") or (ii) stock bonuses or purchases of
restricted stock granted pursuant to paragraph 6 hereof.

        2.     ADMINISTRATION.

               (a) The Plan shall be administered by the Board unless and until
the Board delegates administration to a committee, as provided in subparagraph
2(c). Whether or not the Board has delegated administration, the Board shall
have the final power to determine all questions of policy and expediency that
may arise in the administration of the Plan.

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

                      (1) To determine from time to time which of the persons
eligible under the Plan shall be granted Stock Awards; when and how Stock Awards
shall be granted; whether a Stock Award will be an Incentive Stock Option, a
Supplemental Stock Option, a stock bonus, a purchase of restricted stock, or a
combination of the foregoing; the provisions of each Stock Award granted (which
need not be identical), including the time or times when a person shall be
permitted to purchase or receive stock pursuant to a Stock Award; and the number
of shares with respect to which Stock Awards shall be granted to each such
person.




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

                      (3) To amend the Plan as provided in paragraph 11.

                      (4) Generally, to exercise such powers and to perform such
acts as the Board deems necessary or expedient to promote the best interests of
the Company.

               (c) The Board may delegate administration of the Plan to a
committee composed of not fewer than three (3) members (the "Committee"). If the
Committee grants Stock Awards to persons subject to Section 16(b) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), all of the
members of the Committee shall be disinterested persons, if required and as
defined by the provisions of subparagraph 2(d). If administration is delegated
to a Committee, the Committee shall have, in connection with the administration
of the Plan, the powers theretofore possessed by the Board, subject, however, to
such resolutions, not inconsistent with the provisions of the Plan, as may be
adopted from time to time by the Board. The Board may abolish the Committee at
any time and revest in the Board the administration of the Plan.

               (d) The term "disinterested person," as used in this Plan, shall
mean an administrator of the Plan, whether a member of the Board or of any
Committee to which responsibility for administration of the Plan has been
delegated pursuant to subparagraph 2(c): (i) who is not at the time he or she
exercises discretion in administering the Plan eligible and has not at any time
within one (1) year prior thereto been eligible for selection as a person to
whom stock may be allocated or to whom stock options may be granted pursuant to
the Plan or any other plan of




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<PAGE>

the Company or any of its affiliates (as defined in the Exchange Act) entitling
the participants therein to acquire stock or stock options of the Company or any
of its affiliates (as defined in the Exchange Act); or (ii) who is otherwise
considered to be a "disinterested person" in accordance with the rules,
regulations or interpretations of the Securities and Exchange Commission. Any
such person shall otherwise comply with the requirements of Rule 16b-3
promulgated under the Exchange Act.

               (e) Any requirement that an administrator of the Plan be a
"disinterested person" shall not apply if the Board or the Committee expressly
declares that such requirement shall not apply.

        3. SHARES SUBJECT TO THE PLAN.

               (a) Subject to the provisions of paragraph 10 relating to
adjustments upon changes in stock, the stock that may be issued pursuant to
Stock Awards granted under the Plan shall not exceed in the aggregate two
million seven hundred sixteen thousand nine hundred nine (2,716,909) shares of
the Company's common stock (as set by board action on September 16, 1999 and
including all adjustments through such date); provided, however, that such
aggregate number of shares shall be reduced to reflect the number of shares of
the Company's common stock which has been sold under, or may be sold pursuant to
outstanding options granted under this Plan. If any option or right granted
under the Plan shall for any reason expire or otherwise terminate without having
been exercised in full, the stock not issued under such option or right shall
again become available for the Plan.

               (b) The stock subject to the Plan may be unissued shares or
reacquired shares, bought on the market or otherwise.

        4. ELIGIBILITY.




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               (a) Incentive Stock Options may be granted only to employees
(including officers) of the Company or its Affiliates. A director of the Company
shall not be eligible to receive Incentive Stock Options unless such director is
also an employee (including an officer) of the Company or any Affiliate. Stock
Awards other than Incentive Stock Options may be granted only to directors,
officers or employees of or consultants to the Company or its Affiliates.

               (b) A director shall in no event be eligible for the benefits of
the Plan unless and until such director is expressly declared eligible to
participate in the Plan by action of the Board or the Committee, and only if, at
any time discretion is exercised by the Board in the selection of a director as
a person to whom Stock Awards may be granted, or in the determination of the
number of shares which may be covered by Stock Awards granted to a director: (i)
a majority of the Board and a majority of the directors acting in such matter
are disinterested persons, as defined in subparagraph 2(d); (ii) the Committee
consists solely of "disinterested persons" as defined in subparagraph 2(d); or
(iii) the Plan otherwise complies with the requirements of Rule 16b-3
promulgated under the Exchange Act, as from time to time in effect. The Board
shall otherwise comply with the requirements of Rule 16b-3 promulgated under the
Exchange Act, as from time to time in effect. Notwithstanding the foregoing, the
restrictions set forth in this subparagraph 4(b) shall not apply if the Board or
Committee expressly declares that such restrictions shall not apply.

               (c) No person shall be eligible for the grant of an option under
the Plan if, at the time of grant, such person owns (or is deemed to own
pursuant to Section 425(d) of the Code) stock possessing more than ten percent
(10%) of the total combined voting power of all classes of stock of the Company
or of any of its Affiliates unless the exercise price of such option is at least
one hundred ten percent (110%) of the fair market value of such stock at the
date of grant and the term of the option does not exceed five (5) years from the
date of grant.




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        5. TERMS OF STOCK OPTIONS.

               Each stock option shall be in such form and shall contain such
terms and conditions as the Board or the Committee shall deem appropriate. All
options shall be separately designated Incentive Stock Options or Supplemental
Stock Options at the time of grant, and in such form as issued pursuant to this
paragraph 5, and a separate certificate or certificates shall be issued for
shares purchased on exercise of each type of option. An option designated as a
Supplemental Stock Option shall not be treated as an incentive stock option. The
provisions of separate options need not be identical, but each option shall
include (through incorporation of provisions hereof by reference in the option
or otherwise) the substance of each of the following provisions:

               (a) The term of any option shall not be greater than ten (10)
years from the date it was granted.

               (b) The exercise price of each Incentive Stock Option shall be
not less than one hundred percent (100%) of the fair market value of the stock
subject to the option on the date the option is granted. The exercise price of
each Supplemental Stock Option shall be not less than eighty-five percent (85%)
of the fair market value of the stock subject to the option on the date the
option is granted.

               (c) The purchase price of stock acquired pursuant to an option
shall be paid, to the extent permitted by applicable statutes and regulations,
either (i) in cash at the time the option is exercised, or (ii) at the
discretion of the Board or the Committee, either at the time of the grant or
exercise of the option, (A) by delivery to the Company of other common stock of
the Company, (B) according to a deferred payment or other arrangement (which may
include, without limiting the generality of the foregoing, the use of other
common stock of the Company) with the person to




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whom the option is granted or to whom the option is transferred pursuant to
subparagraph 5(d), or (C) in any other form of legal consideration that may be
acceptable to the Board or the Committee.

               (d) Unless otherwise expressly stated in the option, an option
shall not be transferable except by will or by the laws of descent and
distribution, and shall be exercisable during the lifetime of the person to whom
the option is granted only by such person.

               (e) The total number of shares of stock subject to an option may,
but need not, be allotted in periodic installments (which may, but need not, be
equal). From time to time during each of such installment periods, the option
may become exercisable ("vest") with respect to some or all of the shares
allotted to that period, and may be exercised with respect to some or all of the
shares allotted to such period and/or any prior period as to which the option
was not fully exercised. During the remainder of the term of the option (if its
term extends beyond the end of the installment periods), the option may be
exercised from time to time with respect to any shares then remaining subject to
the option. The provisions of this subparagraph 5(e) are subject to any option
provisions governing the minimum number of shares as to which an option may be
exercised.

               (f) An option shall terminate three (3) months after termination
of the optionee's employment or relationship as a director of or consultant to
the Company or an Affiliate, unless (i) such termination is due to such person's
permanent and total disability, within the meaning of Section 422A(c)(7) of the
Code, in which case the option may, but need not, provide that it may be
exercised at any time within one (1) year following such termination of
employment or relationship as a director or consultant; or (ii) the optionee
dies while in the employ of or while serving as a director of or consultant to
the Company or an Affiliate, or within not more than three (3) months after
termination of such relationship, in which case the option may, but need not,
provide that it may be exercised at any time within eighteen (18) months
following the death of the optionee by the




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person or persons to whom the optionee's rights under such option pass by will
or by the laws of descent and distribution; or (iii) the option by its terms
specifies either (a) that it shall terminate sooner than three (3) months after
termination of the optionee's employment or relationship as a director or
consultant, or (b) that it may be exercised more than three (3) months after
termination of the relationship with the Company or an Affiliate. This
subparagraph 5(f) shall not be construed to extend the term of any option or to
permit anyone to exercise the option after expiration of its term, nor shall it
be construed to increase the number of shares as to which any option is
exercisable from the amount exercisable on the date of termination of the
optionee's employment or relationship as a consultant or director.

               (g) The option may, but need not, include a provision whereby the
optionee may elect at any time during the term of his or her employment or
relationship as a director of or consultant to the Company or any Affiliate to
exercise the option as to any part or all of the shares subject to the option
prior to the stated vesting date of the option or of any installment or
installments specified in the option. Any shares so purchased from any unvested
installment or option may be subject to a repurchase right in favor of the
Company or to any other restriction the Board or the Committee determines to be
appropriate.

        6.     TERMS OF STOCK BONUSES AND PURCHASES OF RESTRICTED STOCK.

               Each stock bonus or restricted stock purchase agreement shall be
in such form and shall contain such terms and conditions as the Board or the
Committee shall deem appropriate. The terms and conditions of stock bonus or
restricted stock purchase agreements may change from time to time, and the terms
and conditions of separate agreements need not be identical, but each stock
bonus or restricted stock purchase agreement shall include (through
incorporation of provisions




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hereof by reference in the agreement or otherwise) the substance of each of the
following provisions as appropriate:

               (a) The purchase price under each stock purchase agreement shall
be not less than eighty-five percent (85%) of the fair market value of the stock
on the date the stock purchase agreement is authorized by the Board or the
Committee. Notwithstanding the foregoing, the Board or the Committee may
determine that eligible participants in the Plan may be awarded stock pursuant
to a stock bonus agreement in consideration for past services actually rendered
to the Company or for its benefit.

               (b) No rights under a stock bonus or restricted stock purchase
agreement shall be assignable by any participant under the Plan, either
voluntarily or by operation of law, except where such assignment is required by
law or expressly authorized by the terms of the applicable stock bonus or
restricted stock purchase agreement.

               (c) The purchase price of stock acquired pursuant to a stock
purchase agreement shall be paid either (i) in cash at the time of purchase, or
(ii) at the discretion of the Board or a Committee to which administration of
the Plan has been delegated, (A) according to a deferred payment or other
arrangement (which may include, without limiting the generality of the
foregoing, the use of other common stock of the Company) with the person to whom
the stock is sold, or (B) in any other form of legal consideration that may be
acceptable to the Board or the Committee in its discretion. Notwithstanding the
foregoing, the Board or the Committee to which administration of the Plan has
been delegated may award stock pursuant to a stock bonus agreement in
consideration for past services actually rendered to the Company or for its
benefit.




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               (d) Shares of stock sold or awarded under the Plan may, but need
not, be subject to a repurchase option in favor of the Company in accordance
with a vesting schedule to be determined by the Board or the Committee.

               (e) In the event a person ceases to be an employee of or ceases
to serve as a director of or consultant to the Company or an Affiliate, the
Company may repurchase or otherwise reacquire any or all of the shares of stock
held by that person which have not vested as of the date of termination under
the terms of the stock bonus or restricted stock purchase agreement between the
Company and such person.

        7.     COVENANTS OF THE COMPANY.

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

               (b) The Company shall seek to obtain from each regulatory
commission or agency having jurisdiction over the Plan such authority as may be
required to issue and sell shares of stock upon grant or exercise of Stock
Awards under the Plan; provided, however, that this undertaking shall not
require the Company to register under the Securities Act of 1933, as amended
(the "Securities Act"), either the Plan, any Stock Award granted under the Plan
or any stock issued or issuable pursuant to any such Stock Awards. If, after
reasonable efforts, the Company is unable to obtain from any such regulatory
commission or agency the authority which counsel for the Company deems necessary
for the lawful issuance and sale of stock under the Plan, the Company shall be
relieved from any liability for failure to issue and sell stock upon exercise of
such Stock Awards unless and until such authority is obtained.

        8.     USE OF PROCEEDS FROM STOCK.




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

        9.     MISCELLANEOUS.

               (a) The Board or the Committee shall have the power to accelerate
the time during which a Stock Award may be exercised or the time during which an
option or stock acquired pursuant to a Stock Award will vest, notwithstanding
the provisions in the Stock Award stating the time during which it may be
exercised or the time during which stock acquired pursuant thereto will vest.

               (b) Neither a recipient of a Stock Award nor any person to whom a
Stock Award is transferred under subparagraphs 5(d) and 6(b) shall be deemed to
be the holder of, or to have any of the rights of a holder with respect to, any
shares subject to such Stock Award unless and until such person has satisfied
all requirements for exercise of the Stock Award pursuant to its terms and is
thereby entitled to receive shares of stock.

               (c) Throughout the term of any Stock Award granted pursuant to
the Plan, the Company shall make available to the holder of such Stock Award,
not later than one hundred twenty (120) days after the close of each of the
Company's fiscal years during the option term, upon request, such financial and
other information regarding the Company as comprises the annual report to the
shareholders of the Company provided for in the bylaws of the Company.

               (d) Nothing in the Plan or any instrument executed or Stock Award
granted pursuant thereto shall confer upon any recipient any right to continue
in the employ of the Company or any Affiliate (or to continue acting as a
consultant or director) or shall affect the right of the Company or any
Affiliate to terminate the employment or consulting relationship or directorship
of any eligible employee or recipient with or without cause. In the event that a
Stock Award recipient




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is permitted or otherwise entitled to take a leave of absence, the Company shall
have the unilateral right to (i) determine whether such leave of absence will be
treated as a termination of employment for purposes of his or her Stock Award,
and (ii) suspend or otherwise delay the time or times at which the shares
subject to the Stock Award would otherwise vest.

               (e) To the extent provided by the terms of any Stock Award, the
recipient may satisfy any federal, state or local tax withholding obligation
relating to the exercise or receipt of such Stock Award by any of the following
means or by a combination of such means: (1) tendering a cash payment; (2)
authorizing the Company to withhold from the shares of the common stock
otherwise issuable to the participant as a result of the exercise or receipt of
the Stock Award cash or a number of shares having a fair market value less than
or equal to the amount of the withholding tax obligation; or (3) delivering to
the Company owned and unencumbered shares of the common stock having a fair
market value less than or equal to the amount of the withholding tax obligation.

               (f) In connection with each Stock Award made pursuant to the
Plan, the Company may require as a condition precedent to its obligation to
issue or transfer shares to an eligible participant, or to evidence the removal
of any restrictions on transfer or lapse of any repurchase right, that such
participant make arrangements satisfactory to the Company to insure that the
amount of any federal or other withholding tax required to be withheld with
respect to such sale or transfer, or such removal or lapse, is made available to
the Company for timely payment of such tax.

               (g) The Company may as a condition of transferring any stock
pursuant to the Plan, require any person who is to acquire such stock, (1) to
give written assurances satisfactory to the Company as to the optionee's
knowledge and experience in financial and business matters and/or to employ a
purchaser representative reasonably satisfactory to the Company who is




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knowledgeable and experienced in financial and business matters, and that he or
she is capable of evaluating, alone or together with the purchaser
representative, the merits and risks of acquiring the stock; and (2) to give
written assurances satisfactory to the Company stating that such person is
acquiring the stock for such person's own account and not with any present
intention of selling or otherwise distributing the stock. These requirements,
and any assurances given pursuant to such requirements, shall be inoperative if
(i) the issuance of the shares has been registered under a then currently
effective registration statement under the Securities Act or (ii), as to any
particular requirement, a determination is made by counsel for the Company that
such requirement need not be met in the circumstances under the then applicable
securities laws.

        10.    ADJUSTMENTS UPON CHANGES IN STOCK.

               (a) If any change is made in the stock subject to the Plan, or
subject to any Stock Award granted under the Plan (through merger,
consolidation, reorganization, recapitalization, stock dividend, dividend in
property other than cash, stock split, liquidating dividend, combination of
shares, exchange of shares, change in corporate structure or otherwise), the
Plan and outstanding Stock Awards will be appropriately adjusted in the
class(es) and maximum number of shares subject to the Plan and the class(es) and
number of shares and price per share of stock subject to outstanding Stock
Awards.

               (b) With respect to options granted on or after January 13, 1993
in the event of: (1) a merger or consolidation in which the Company is not the
surviving corporation or (2) a reverse merger in which the Company is the
surviving corporation but the shares of the Company's common stock outstanding
immediately preceding the merger are converted by virtue of the merger into
other property, whether in the form of securities, cash or otherwise then to the
extent permitted by applicable law: (i) any surviving corporation shall assume
any Stock Awards outstanding under




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the Plan or shall substitute similar Stock Awards for those outstanding under
the Plan, or (ii) such Stock Awards shall continue in full force and effect. In
the event any surviving corporation refuses to assume or continue such Stock
Awards, or to substitute similar options for those outstanding under the Plan,
then such Stock Awards shall be terminated if not exercised prior to such event.
In the event of a dissolution or liquidation of the Company, any Stock Awards
outstanding under the Plan shall terminate if not exercised prior to such event.

        11.    AMENDMENT OF THE PLAN.

               (a) The Board at any time, and from time to time, may amend the
Plan. However, except as provided in paragraph 10 relating to adjustments upon
changes in stock, no amendment shall be effective unless approved by the
shareholders of the Company within twelve (12) months before or after the
adoption of the amendment, where the amendment will increase the number of
shares reserved for issuance under the Plan.

               (b) With a view to making available the benefits provided by
Section 422A of the Code and/or Rule 16b-3 promulgated under the Exchange Act,
if deemed desirable by the Board, the Board in its discretion shall determine at
the time of each amendment of the Plan whether or not to submit such amendment
to the shareholders of the Company for approval.

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

               (d) Rights and obligations under any Stock Award granted before
amendment of the Plan shall not be altered or impaired by any amendment of the
Plan unless (i) the Company




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requests the consent of the person to whom the Stock Award was granted and (ii)
such person consents in writing.

        12.    TERMINATION OR SUSPENSION OF THE PLAN.

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

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

        13.    EFFECTIVE DATE OF PLAN.

               The Plan shall become effective as determined by the Board, but
no Stock Award granted under the Plan shall be exercised and no stock shall
otherwise be issued under the Plan unless and until the Plan has been approved
by the shareholders of the Company, and, if required, an appropriate permit has
been issued by the Commissioner of Corporations of the State of California.



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<PAGE>
                                    IT IS UNLAWFUL TO CONSUMMATE A SALE OR
                                    TRANSFER OF THIS SECURITY, OR ANY INTEREST
                                    THEREIN, OR TO RECEIVE ANY CONSIDERATION
                                    THEREFOR, WITHOUT THE PRIOR WRITTEN CONSENT
                                    OF THE COMMISSIONER OF CORPORATIONS OF THE
                                    STATE OF CALIFORNIA, EXCEPT AS PERMITTED IN
                                    THE COMMISSIONER'S RULES.


                                    FORM OF
                             INCENTIVE STOCK OPTION

___________, Optionee:

         REPEATER TECHNOLOGIES, INC. (the "Company"), pursuant to its 1990
Incentive Stock Plan (the "Plan"), has this day granted to you, the optionee
named above, an option to purchase shares of the common stock of the Company
("Common Stock"). This option is intended to qualify as an "incentive stock
option" within the meaning of Section 422 of the Internal Revenue Code of
1986, as amended (the "Code").

         The grant hereunder is in connection with and in furtherance of the
Company's compensatory benefit plan for participation of the Company's employees
(including officers), directors or consultants and is intended to comply with
the provisions of Rule 701 promulgated by the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Act").

         The details of your option are as follows:

         1. The total number of shares of Common Stock subject to this option
are ____________ (_____). Subject to the limitations contained herein, this
option shall be exercisable with respect to each installment shown below on or
after the date of vesting applicable to such installment, as follows (PROVIDED
THAT THE OPTION SHALL VEST AT LEAST 20% PER YEAR):


NUMBER OF SHARES (INSTALLMENT)           DATE OF EARLIEST EXERCISE (VESTING)

          XXXX

         2. (a) The exercise price of this option is _________ ($_____) per
share, being not less than the fair market value of the Common Stock on the date
of grant of this option.

            (b) Payment of the exercise price per share is due in full upon
exercise of all



                                       1.
<PAGE>
or any part of each installment which has accrued to you. You may elect, to the
extent permitted by applicable statutes and regulations, to make payment of the
exercise price under one of the following alternatives:

                           (i) Payment of the exercise price per share in cash
(including check) at the time of exercise; or

                           (ii) Payment pursuant to a program developed under
Regulation T as promulgated by the Federal Reserve Board which results in the
receipt of cash (or check) by the Company prior to the issuance of Common Stock.

         3.       (a) Subject to the provisions of this option you may elect at
any time during your employment with the Company or an affiliate thereof, to
exercise the option as to any part or all of the shares subject to this option
at any time during the term hereof, including without limitation, a time prior
to the date of earliest exercise ("vesting") stated in paragraph 1 hereof;
provided, however, that:

                           (i) a partial exercise of this option shall be deemed
to cover first vested shares and then the earliest vesting installment of
unvested shares;

                           (ii) any shares so purchased from installments which
have not vested as of the date of exercise shall be subject to the purchase
option in favor of the Company as described in the Early Exercise Stock Purchase
Agreement attached hereto;

                           (iii) you shall enter into an Early Exercise Stock
Purchase Agreement in the form attached hereto with a vesting schedule that will
result in the same vesting as if no early exercise had occurred; and

                           (iv) this option shall not be exercisable under this
paragraph 3 to the extent such exercise would cause the aggregate fair market
value of any shares subject to incentive stock options granted you by the
Company or any affiliate (valued as of their grant date) which would become
exercisable for the first time during any calendar year to exceed $100,000.

                  (b) The election provided in this paragraph 3 to purchase
shares upon the exercise of this option prior to the vesting dates shall cease
upon termination of your employment with the Company or an affiliate thereof and
may not be exercised after the date thereof.

         4. This option may not be exercised for any number of shares which
would require the issuance of anything other than whole shares.

         5. Notwithstanding anything to the contrary contained herein, this
option may not be exercised unless the shares issuable upon exercise of this
option are then registered under the Act or, if such shares are not then so
registered, the Company has determined that such exercise and



                                       2.
<PAGE>
issuance would be exempt from the registration requirements of the Act.

         6. The term of this option commences on the date hereof and, unless
sooner terminated as set forth below or in the Plan, terminates on _________
(which date shall be no more than ten (10) years from date this option is
granted). In no event may this option be exercised on or after the date on which
it terminates. This option shall terminate prior to the expiration of its term
as follows: three (3) months after the termination of your employment with the
Company or an affiliate of the Company (as defined in the Plan) for any reason
or for no reason unless

                  (a) such termination of employment is due to your disability,
in which event the option shall terminate on the earlier of the termination
date set forth above or twelve (12) months following such termination of
employment; or

                  (b) such termination of employment is due to your death, in
which event the option shall terminate on the earlier of the termination date
set forth above or eighteen (18) months after your death; or

                  (c) during any part of such three (3) month period the option
is not exercisable solely because of the condition set forth in paragraph 5
above, in which event the option shall not terminate until the earlier of the
termination date set forth above or until it shall have been exercisable for an
aggregate period of three (3) months after the termination of employment; or

                  (d) exercise of the option within three (3) months after
termination of your employment with the Company or with an affiliate would
result in liability under section 16(b) of the Securities Exchange Act of 1934,
in which case the option will terminate on the earlier of (i) the termination
date set forth above, (ii) the tenth (10th) day after the last date upon which
exercise would result in such liability or (iii) six (6) months and ten (10)
days after the termination of your employment with the Company or an affiliate.

         However, this option may be exercised following termination of
employment only as to that number of shares as to which it was exercisable on
the date of termination of employment under the provisions of paragraph 1 of
this option.

         7.       (a) This option may be exercised, to the extent specified
above, by delivering a notice of exercise (in a form designated by the Company)
together with the exercise price to the Secretary of the Company, or to such
other person as the Company may designate, during regular business hours,
together with such additional documents as the Company may then require pursuant
to subparagraph 9(g) of the Plan.



                                       3.
<PAGE>

                  (b) By exercising this option you agree that:

                           (i) the Company may require you to enter an
arrangement providing for the payment by you to the Company of any tax
withholding obligation of the Company arising by reason of (1) the exercise of
this option; (2) the lapse of any substantial risk of forfeiture to which the
shares are subject at the time of exercise; or (3) the disposition of shares
acquired upon such exercise;

                           (ii) you will notify the Company in writing within
fifteen (15) days after the date of any disposition of any of the shares of the
Common Stock issued upon exercise of this option that occurs within two (2)
years after the date of this option grant or within one (1) year after such
shares of Common Stock are transferred upon exercise of this option; and

                            (iii) the Company (or a representative of the
underwriters) may, in connection with the first underwritten registration of the
offering of any securities of the Company under the Act, require that you not
sell or otherwise transfer or dispose of any shares of Common Stock or other
securities of the Company during such period (not to exceed one hundred eighty
(180) days) following the effective date (the "Effective Date") of the
registration statement of the Company filed under the Act as may be requested by
the Company or the representative of the underwriters; provided, however, that
such restriction shall apply only if, on the Effective Date, you are an officer,
director, or owner of more than one percent (1%) of the outstanding securities
of the Company. For purposes of this restriction you will be deemed to own
securities which (i) are owned directly or indirectly by you, including
securities held for your benefit by nominees, custodians, brokers or pledgees;
(ii) may be acquired by you within sixty (60) days of the Effective Date; (iii)
are owned directly or indirectly, by or for your brothers or sisters (whether by
whole or half blood) spouse, ancestors and lineal descendants; or (iv) are
owned, directly or indirectly, by or for a corporation, partnership, estate or
trust of which you are a shareholder, partner or beneficiary, but only to the
extent of your proportionate interest therein as a shareholder, partner or
beneficiary thereof. You further agree that the Company may impose stop-transfer
instructions with respect to securities subject to the foregoing restrictions
until the end of such period.

         8. This option is not transferable, except by will or by the laws of
descent and distribution, and is exercisable during your life only by you.

         9. This option is not an employment contract and nothing in this option
shall be deemed to create in any way whatsoever any obligation on your part to
continue in the employ of the Company, or of the Company to continue your
employment with the Company.

         10. Any notices provided for in this option or the Plan shall be given
in writing and shall be deemed effectively given upon receipt or, in the case of
notices delivered by the Company to you, five (5) days after deposit in the
United States mail, postage prepaid, addressed to you at the address specified
below or at such other address as you hereafter designate by written notice to
the Company.



                                       4.

<PAGE>


         11. This option is subject to all the provisions of the Plan, a copy of
which is attached hereto and its provisions are hereby made a part of this
option, including without limitation the provisions of paragraphs 5 and 9 of the
Plan relating to option provisions, and is further subject to all
interpretations, amendments, rules and regulations which may from time to time
be promulgated and adopted pursuant to the Plan. In the event of any conflict
between the provisions of this option and those of the Plan, the provisions of
the Plan shall control.

         Dated the __th day of ________, 19__.

                                        Very truly yours,

                                        REPEATER TECHNOLOGIES, INC.


                                        By
                                          --------------------------------------
                                          Duly authorized on behalf
                                          of the Board of Directors


ATTACHMENTS:

         1990 Incentive Stock Plan
         Regulation 260.141.11
         Notice of Exercise
         Early Exercise Stock Purchase Agreement




                                       5.
<PAGE>

The undersigned:

         (a) Acknowledges receipt of the foregoing option and the attachments
referenced therein and understands that all rights and liabilities with respect
to this option are set forth in the option and the Plan; and

         (b) Acknowledges that as of the date of grant of this option, it sets
forth the entire understanding between the undersigned optionee and the Company
and its affiliates regarding the acquisition of stock in the Company and
supersedes all prior oral and written agreements on that subject with the
exception of (i) the options previously granted and delivered to the undersigned
under stock option plans of the Company, and (ii) the following agreements only:

     NONE
                  -------------------
                  (Initial)

     OTHER
          ---------------------------------

          ---------------------------------

          ---------------------------------

         (c) Acknowledges receipt of a copy of Section 260.141.11 of Title 10
of the California Code of Regulations.




                                             -----------------------------------
                                             OPTIONEE

                                             Address:
                                                       -------------------------

                                                       -------------------------


                                       6.
<PAGE>

                                    IT IS UNLAWFUL TO CONSUMMATE A SALE OR
                                    TRANSFER OF THIS SECURITY, OR ANY INTEREST
                                    THEREIN, OR TO RECEIVE ANY CONSIDERATION
                                    THEREFOR, WITHOUT THE PRIOR WRITTEN CONSENT
                                    OF THE COMMISSIONER OF CORPORATIONS OF THE
                                    STATE OF CALIFORNIA, EXCEPT AS PERMITTED IN
                                    THE COMMISSIONER'S RULES.


                                    FORM OF
                            NONSTATUTORY STOCK OPTION

                    , Optionee:
--------------------

         REPEATER TECHNOLOGIES, INC. (the "Company"), pursuant to its 1990
Incentive Stock Plan (the "Plan") has this day granted to you, the optionee
named above, an option to purchase shares of the common stock of the Company
("Common Stock") This option is not intended to qualify as and will not be
treated as an "incentive stock option" within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code").

         The grant hereunder is in connection with and in furtherance of the
Company's compensatory benefit plan for participation of the Company's employees
(including officers), directors or consultants and is intended to comply with
the provisions of Rule 701 promulgated by the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "Act").

         The details of your option are as follows:

         1. The total number of shares of Common Stock subject to this option is
___________ (________). Subject to the limitations contained herein, this option
shall be exercisable with respect to each installment shown below on or after
the date of vesting applicable to such installment, as follows (PROVIDED THAT
THE OPTION SHALL VEST AT LEAST 20% PER YEAR):

NUMBER OF SHARES (INSTALLMENT)      DATE OF EARLIEST EXERCISE (VESTING)

         2. (a) The exercise price of this option is ________ ($____) per share,
being not less than 85% of the fair market value of the Common Stock on the date
of grant of this option.



                                       1.
<PAGE>
            (b) Payment of the exercise price per share is due in full upon
exercise of all or any part of each installment which has accrued to you. You
may elect, to the extent permitted by applicable statutes and regulations, to
make payment of the exercise price under one of the following alternatives:

                  (i) Payment of the exercise price per share in cash (including
check) at the time of exercise; or

                  (ii) Payment pursuant to a program developed under Regulation
T as promulgated by the Federal Reserve Board which results in the receipt of
cash (or check) by the Company prior to the issuance of Common Stock.

         3. (a) Subject to the provisions of this option you may elect at any
time during your employment with the Company or an affiliate thereof, to
exercise the option as to any part or all of the shares subject to this option
at any time during the term hereof, including without limitation, a time prior
to the date of earliest exercise ("vesting") stated in paragraph 1 hereof;
provided, however, that:

                  (i) a partial exercise of this option shall be deemed to cover
first vested shares and then the earliest vesting installment of unvested
shares;

                  (ii) any shares so purchased from installments which have not
vested as of the date of exercise shall be subject to the purchase option in
favor of the Company as described in the Early Exercise Stock Purchase Agreement
attached hereto; and

                  (iii) you shall enter into an Early Exercise Stock Purchase
Agreement in the form attached hereto with a vesting schedule that will result
in the same vesting as if no early exercise had occurred.

            (b) The election provided in this paragraph 3 to purchase shares
upon the exercise of this option prior to the vesting dates shall cease upon
termination of your employment with the Company or an affiliate thereof and may
not be exercised after the date thereof.

         4. This option may not be exercised for any number of shares which
would require the issuance of anything other than whole shares.

         5. Notwithstanding anything to the contrary contained herein, this
option may not be exercised unless the shares issuable upon exercise of this
option are then registered under the Act or, if such Shares are not then so
registered, the Company has determined that such exercise and issuance would be
exempt from the registration requirements of the Act.




                                       2.
<PAGE>

         6. The term of this option commences on the date hereof and, unless
sooner terminated as set forth below or in the Plan, terminates on
_______________ (which date shall be no more than ten (10) years from the date
this option is granted). In no event may this option be exercised on or after
the date on which it terminates. This option shall terminate prior to the
expiration of its term as follows: three (3) months after the termination of
your employment with the Company or an affiliate of the Company (as defined in
the Plan) for any reason or for no reason unless:

            (a) such termination of employment is due to your disability, in
which event the option shall terminate on the earlier of the termination date
set forth above or twelve (12) months following such termination of employment;
or

            (b) such termination of employment is due to your death, in which
event the option shall terminate on the earlier of the termination date set
forth above or eighteen (18) months after your death; or

            (c) during any part of such three (3) month period the option is not
exercisable solely because of the condition set forth in paragraph 5 above, in
which event the option shall not terminate until the earlier of the termination
date set forth above or until it shall have been exercisable for an aggregate
period of three (3) months after the termination of employment; or

            (d) exercise of the option within three (3) months after termination
of your employment with the Company or with an affiliate would result in
liability under section 16(b) of the Securities Exchange Act of 1934, in which
case the option will terminate on the earlier of (i) the termination date set
forth above, (ii) the tenth (10th) day after the last date upon which exercise
would result in such liability or (iii) six (6) months and ten (10) days after
the termination of your employment with the Company or an affiliate.

         However, this option may be exercised following termination of
employment only as to that number of shares as to which it was exercisable on
the date of termination of employment under the provisions of paragraph 1 of
this option.

         7. (a) This option may be exercised, to the extent specified above, by
delivering a notice of exercise (in a form designated by the Company) together
with the exercise price to the Secretary of the Company, or to such other person
as the Company may designate, during regular business hours, together with such
additional documents as the Company may then require pursuant to subparagraph
9(g) of the Plan.

            (b) By exercising this option you agree that:



                                       3.
<PAGE>

                  (i) the Company may require you to enter an arrangement
providing for the cash payment by you to the Company of any tax withholding
obligation of the Company arising by reason of: (1) the exercise of this option;
(2) the lapse of any substantial risk of forfeiture to which the shares are
subject at the time of exercise; or (3) the disposition of shares acquired upon
such exercise; and

                  (ii) the Company (or a representative of the underwriters)
may, in connection with the first underwritten registration of the offering of
any securities of the Company under the Act, require that you not sell or
otherwise transfer or dispose of any shares of Common Stock or other securities
of the Company during such period (not to exceed one hundred eighty (180) days)
following the effective date (the "Effective Date") of the registration
statement of the Company filed under the Act as may be requested by the Company
or the representative of the underwriters; provided, however, that such
restriction shall apply only if, on the Effective Date, you are an officer,
director, or owner of more than one percent (1%) of the outstanding securities
of the Company. For purposes of this restriction you will be deemed to own
securities which (i) are owned directly or indirectly by you, including
securities held for your benefit by nominees, custodians, brokers or pledgees;
(ii) may be acquired by you within sixty (60) days of the Effective Date; (iii)
are owned directly or indirectly, by or for your brothers or sisters (whether by
whole or half blood) spouse, ancestors and lineal descendants; or (iv) are
owned, directly or indirectly, by or for a corporation, partnership, estate or
trust of which you are a shareholder, partner or beneficiary, but only to the
extent of your proportionate interest therein as a shareholder, partner or
beneficiary thereof. You further agree that the Company may impose stop-transfer
instructions with respect to securities subject to the foregoing restrictions
until the end of such period.

         8. This option is not transferable, except by will or by the laws of
descent and distribution, and is exercisable during your life only by you.

         9. This option is not an employment contract and nothing in this option
shall be deemed to create in any way whatsoever any obligation on your part to
continue in the employ of the Company, or of the Company to continue your
employment with the Company. In the event that this option is granted to you in
connection with the performance of services as a consultant or director,
references to employment, employee and similar terms shall be deemed to include
the performance of services as a consultant or a director, as the case may be,
provided, however, that no rights as an employee shall arise by reason of the
use of such terms.

         10. Any notices provided for in this option or the Plan shall be given
in writing and shall be deemed effectively given upon receipt or, in the case of
notices delivered by the Company to you, five (5) days after deposit in the
United States mail, postage prepaid, addressed to you at the address specified
below or at such other address as you hereafter designate by written notice to
the Company.




                                       4.
<PAGE>



     11. This option is subject to all the provisions of the Plan, a copy of
which is attached hereto and its provisions are hereby made a part of this
option, including without limitation the provisions of paragraphs 5 and 9 of the
Plan relating to option provisions, and is further subject to all
interpretations, amendments, rules and regulations which may from time to time
be promulgated and adopted pursuant to the Plan. In the event of any conflict
between the provisions of this option and those of the Plan, the provisions of
the Plan shall control.

     Dated the __th day of ______, l9__.

                                             Very truly yours,

                                             REPEATER TECHNOLOGIES, INC.



                                             By
                                               --------------------------------
                                               Duly authorized on behalf
                                               of the Board of Directors


ATTACHMENTS:

     1990 Incentive Stock Plan
     Regulation 260.141.11
     Notice of Exercise
     Early Exercise Stock Purchase Agreement



                                       5.
<PAGE>


The undersigned:

         (a) Acknowledges receipt of the foregoing option and the attachments
referenced therein and understands that all rights and liabilities with respect
to this option are set forth in the option and the Plan; and

         (b) Acknowledges that as of the date of grant of this option, it sets
forth the entire understanding between the undersigned optionee and the Company
and its affiliates regarding the acquisition of stock in the Company and
supersedes all prior oral and written agreements on that subject with the
exception of (i) the options previously granted and delivered to the undersigned
under stock option plans of the Company, and (ii) the following agreements only:


         NONE
                --------------------
                (Initial)

         OTHER
              -------------------------------

                    ------------------------------------

                    ------------------------------------

         (c) Acknowledges receipt of a copy of Section 260.141.11 of Title 10
of the California Code of Regulations.


                                             ----------------------------------
                                             OPTIONEE


                                             Address:
                                                       ------------------------

                                                       ------------------------




                                       6.
<PAGE>

                               NOTICE OF EXERCISE


Repeater Technologies, Inc.
1150 Morse Avenue
Sunnyvale, CA 94089                          Date of Exercise:
                                                              -----------------


Ladies and Gentlemen:

         This constitutes notice under my stock option that I elect to purchase
the number of shares for the price set forth below.


<TABLE>
<S>                                        <C>                  <C>
         Type of option (check one):       Incentive [ ]        Nonstatutory [ ]


         Stock option dated:
                                           ------------------

         Number of shares as to
         which option is exercised:
                                           ------------------

         Certificates to be
         issued in name of:
                                           ------------------

         Total exercise price:             $
                                            -----------------

         Cash payment delivered
         herewith:                         $
                                            -----------------
</TABLE>


         By this exercise, I agree (i) to provide such additional documents as
you may require pursuant to the terms of the 1990 INCENTIVE STOCK PLAN, (ii) to
provide for the payment by me to you (in the manner designated by you) of your
withholding obligation, if any, relating to the exercise of this option, and
(iii) if this exercise relates to an incentive stock option, to notify you in
writing within fifteen (15) days after the date of any disposition of any
shares of Common Stock issued upon exercise of this option that occurs within
two (2) years after the date of grant of this option or within one (1) year
after such shares of Common Stock are issued upon exercise of this option.

         I hereby make the following certifications and representations with
respect to the number of shares of Common Stock of the Company listed above (the
"Shares"), which are being acquired by me for my own account upon exercise of
the Option as set forth above:



                                       1.
<PAGE>

         I acknowledge that the Shares have not been registered under the
Securities Act of 1933, as amended (the "Act"), and are deemed to constitute
"restricted securities" under Rule 701 and "control securities" under Rule 144
promulgated under the Act. I warrant and represent to the Company that I have no
present intention of distributing or selling said Shares, except as permitted
under the Act and any applicable state securities laws.

         I further acknowledge that I will not be able to resell the Shares for
at least ninety days after the stock of the Company becomes publicly traded
(i.e., subject to the reporting requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934) under Rule 701 and that more restrictive
conditions apply to affiliates of the Company under Rule 144.

         I further acknowledge that all certificates representing any of the
Shares subject to the provisions of the Option shall have endorsed thereon
appropriate legends reflecting the foregoing limitations, as well as any legends
reflecting restrictions pursuant to the Company's Articles of Incorporation,
Bylaws and/or applicable securities laws.

         I further agree that, if required by the Company (or a representative
of the underwriters) in connection with the first underwritten registration of
the offering of any securities of the Company under the Act, I will not sell or
otherwise transfer or dispose of any shares of Common Stock or other securities
of the Company during such period (not to exceed ninety (90) days) following the
effective date of the registration statement of the Company filed under the Act
(the "Effective Date") as may be requested by the Company or the representative
of the underwriters. For purposes of this restriction I will be deemed to own
securities that (i) are owned directly or indirectly by me, including securities
held for my benefit by nominees, custodians, brokers or pledgees; (ii) may be
acquired by me within sixty (60) days of the Effective Date; (iii) are owned
directly or indirectly, by or for my brothers or sisters (whether by whole or
half blood), spouse, ancestors and lineal descendants; or (iv) are owned,
directly or indirectly, by or for a corporation, partnership, estate or trust of
which I am a shareholder, partner or beneficiary, but only to the extent of my
proportionate interest therein as a shareholder, partner or beneficiary thereof.
I further agree that the Company may impose stop-transfer instructions with
respect to securities subject to the foregoing restrictions until the end of
such period.

                                        Very truly yours,


                                        ---------------------------------------








                                       2.