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                                                                  EXHIBIT 10.7.6



           AMENDED AND RESTATED TANTAU SOFTWARE, INC. 1999 STOCK PLAN

           VERSION APPLICABLE TO GRANTS MADE PRIOR TO JANUARY 1, 2001

         The Tantau Software, Inc. 1999 Stock Plan (the "Plan") is hereby
amended and restated with respect to all currently outstanding options and
options granted prior to November 20, 2000 under the Plan as follows:

1. PURPOSES OF THE PLAN. The purposes of this Plan are to attract and retain the
best available personnel for positions of substantial responsibility, to provide
additional incentive to Employees, Directors and Consultants and to promote the
success of the Company's business. Options granted under the Plan may be
Incentive Stock Options or Nonstatutory Stock Options, as determined by the
Administrator at the time of grant.

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

   (a)  "ADMINISTRATOR"  means  the  Board  or any of its  Committees  as  shall
be administering the Plan in accordance with Section 4 hereof.

   (b) "APPLICABLE LAWS" means the requirements relating to the administration
of stock option plans under U.S. and Canadian  state  corporate  laws,  U.S. and
Canadian  federal and state  securities  laws,  the Code,  any stock exchange or
quotation  system on which the Shares  are  listed or quoted and the  applicable
laws of any other country or jurisdiction where Options or will be granted under
the Plan.

   (c) "BOARD" means the Board of Directors of the Company.

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

   (e) "COMMITTEE" means a committee of Directors appointed by the Board in
accordance with Section 4 hereof.

   (f) "COMPANY"  means 724  Solutions  Inc.,  a  corporation  amalgamated
under the BUSINESS CORPORATIONS ACT of the Province of Ontario, Canada.

   (g) "CONSULTANT" means any person who is engaged by the Company or any Parent
or Subsidiary to render consulting or advisory services to such entity.

   (h) "DIRECTOR" means a member of the Board of Directors of the Company.

   (i) "DISABILITY" means total and permanent disability as defined in Section
22(e)(3) of the Code.

   (j) "EMPLOYEE" means any person, including Officers and Directors, employed
by the Company or any Parent or Subsidiary of the Company. A Service Provider
shall not cease to be an Employee in the case of (i) any leave of absence
approved by the Company or (ii) transfers between locations of the Company or
between the Company, its Parent, any Subsidiary, or any successor. A leave of
absence approved by the Company shall include sick


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                                     - 2 -



leave, military leave, or any other leave of absence approved by an authorized
representative of the Company. For purposes of Incentive Stock Options, no such
leave may exceed ninety days, unless reemployment upon expiration of such leave
is guaranteed by statute or contract, including Company policies. If
reemployment upon expiration of a leave of absence approved by the Company is
not so guaranteed, on the 181st day of such leave any Incentive Stock Option
held by the Optionee shall cease to be treated as an Incentive Stock Option and
shall be treated for tax purposes as a Nonstatutory Stock Option. Neither
service as a Director nor payment of a director's fee by the Company shall be
sufficient to constitute "employment" by the Company.

   (k) "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

   (l) "FAIR MARKET VALUE" means, as of any date, the value of the Shares
determined as follows:

       (i) If the Shares are listed on any established stock exchange or
national market system, including without limitation the Nasdaq National Market
or The Nasdaq SmallCap Market of The Nasdaq Stock Market, its Fair Market Value
shall be the closing sales price for such Shares (or the closing bid, if no
sales were reported) as quoted on such exchange or system for the last market
trading day prior to the time of determination, as reported in The Wall Street
Journal or such other source as the Administrator deems reliable;

       (ii) If the Shares are regularly quoted by a recognized securities dealer
but selling prices are not reported, its Fair Market Value shall be the mean
between the high bid and low asked prices for the Shares on the last market
trading day prior to the day of determination; or

       (iii) In the absence of an established market for the Shares, the Fair
Market Value thereof shall be determined in good faith by the Administrator.

   (m) "INCENTIVE  STOCK OPTION" means an Option  intended to qualify as an
incentive stock option within the meaning of Section 422 of the Code.

   (n) "NONSTATUTORY STOCK OPTION" means an Option not intended to quality as an
Incentive Stock Option.

   (o) "OFFICER"  means a person who is an officer of the Company  within the
meaning of Section 16 of the Exchange Act and the rules and regulations
promulgated thereunder.

   (p) "OPTION" means a stock option granted pursuant to the Plan.

   (q) "OPTION AGREEMENT" means a written or electronic agreement between the
Company and an Optionee evidencing the terms and conditions of an individual
Option grant. The Option Agreement is subject to the terms and conditions of the
Plan.

   (r) "OPTION EXCHANGE PROGRAM" means a program whereby outstanding Options are
exchanged for Options with a lower exercise price.


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                                     - 3 -


   (s) "OPTIONEE" means the holder of an outstanding Option granted under the
Plan.

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

   (u) "PLAN" means this 1999 Stock Plan as amended and restated.

   (v) "SERVICE PROVIDER" means an Employee, Director or Consultant.

   (w) "SHARE" means a common share of the Company, as adjusted in accordance
with Section 11 below.

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

  3. STOCK SUBJECT TO THE PLAN. Subject to the provisions of Section 11 of the
Plan, the maximum aggregate number of Shares that may be subject to option and
sold under the Plan is 10,925,000 Shares.

     If an Option expires or becomes unexercisable without having been exercised
in full, or is surrendered pursuant to an Option Exchange Program, the
unpurchased Shares which were subject thereto shall become available for future
grant or sale under the Plan (unless the Plan has terminated). However, Shares
that have actually been issued under the Plan, upon exercise of an Option, shall
not be returned to the Plan and shall not become available for future
distribution under the Plan, except that if Shares of Restricted Stock are
repurchased by the Company at their original purchase price, such Shares shall
become available for future grant under the Plan.

  4. ADMINISTRATION OF THE PLAN.

     (a) ADMINISTRATOR. The Plan shall be administered by the Board or a
Committee appointed by the Board, which Committee shall be constituted to comply
with Applicable Laws.

     (b) POWERS OF THE ADMINISTRATOR. Subject to the provisions of the Plan and,
in the case of a Committee, the specific duties delegated by the Board to such
Committee, and subject to the approval of any relevant authorities, the
Administrator shall have the authority in its discretion:

         (i)      to determine the Fair Market Value;

         (ii)     to select the Service Providers to whom Options may from time
to time be granted hereunder;

         (iii)    to determine the number of Shares to be covered by each such
award granted hereunder;


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         (iv)     to approve forms of agreement for use under the Plan;

         (v) to determine the terms and conditions, of any Option granted
hereunder. Such terms and conditions include, but are not limited to, the
exercise price, the time or times when Options may be exercised (which may be
based on performance criteria), any vesting acceleration or waiver of forfeiture
restrictions, and any restriction or limitation regarding any Option or the
Shares relating thereto, based in each case on such factors as the
Administrator, in its sole discretion, shall determine;

         (vi) to determine whether and under what circumstances an Option may
be settled in cash under subsection 9(e) instead of the Shares;

         (vii) to reduce the exercise price of any Option to the then current
Fair Market Value if the Fair Market Value of the Shares covered by such Option
has declined since the date the Option was granted;

         (viii)   to initiate an Option Exchange Program;

         (ix) to prescribe, amend and rescind rules and regulations relating to
the Plan, including rules and regulations relating to sub-plans established for
the purpose of qualifying for preferred tax treatment under foreign tax laws;

         (x) to allow Optionees to satisfy withholding tax obligations by
electing to have the Company withhold from the Shares to be issued upon exercise
of an Option that number of Shares having a Fair Market Value equal to the
amount required to be withheld. The Fair Market Value of the Shares to be
withheld shall be determined on the date that the amount of tax to be withheld
is to be determined. All elections by Optionees to have Shares withheld for this
purpose shall be made in such form and under such conditions as the
Administrator may deem necessary or advisable; and

         (xi)     to construe and interpret the terms of the Plan and awards
granted pursuant to the Plan.

   (c)   EFFECT OF ADMINISTRATOR'S  DECISION.  All decisions,  determinations
and interpretations of the Administrator shall be final and binding on all
Optionees.

  5. ELIGIBILITY.

     (a) Nonstatutory Stock Options may be granted to Service Providers.
Incentive Stock Options maybe granted only to Employees.

     (b) Each Option shall be designated in the Option Agreement as either an
Incentive Stock Option or a Nonstatutory Stock Option. However, notwithstanding
such designation, to the extent that the aggregate Fair Market Value of the
Shares with respect to which Incentive Stock Options are exercisable for the
first time by the Optionee during any calendar year (under all plans of the
Company and any Parent or Subsidiary) exceeds $100,000, such Options shall be
treated as Nonstatutory Stock Options. For purposes of this Section 5(b),
Incentive Stock Options shall be taken into account in the order in which they
were granted. The


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                                     - 5 -


Fair Market Value of the Shares shall be determined as of the time the Option
with respect to such Shares is granted.

     (c) Neither the Plan nor any Option shall confer upon any Optionee any
right with respect to continuing the Optionee's relationship as a Service
Provider with the Company, nor shall it interfere in any way with his or her
right or the Company's right to terminate such relationship at any time with or
without cause.

  6. TERM OF PLAN. Subject to Section 18 below, the Plan shall become effective
upon its adoption by the Board. It shall continue in effect for a term of ten
(10) years unless sooner terminated under Section 14 of the Plan.

  7. TERM OF OPTION. The term of each Option shall be stated in the Option
Agreement; provided, however, that the term shall be no more than ten (10) years
from the date of grant thereof. In the case of an Incentive Stock Option granted
to an Optionee who, at the time the Option is granted, owns Shares representing
more than ten percent (10%) of the voting power of all classes of Shares of the
Company or any Parent or Subsidiary, the term of the Option shall be five (5)
years from the date of grant or such shorter term as may be provided in the
Option Agreement.

  8. OPTION EXERCISE PRICE AND CONSIDERATION.

     (a) The per share exercise price for the Shares to be issued upon exercise
of an Option shall be such price as is determined by the Administrator, but
shall be subject to the following:

         (i)  In the case of an Incentive Stock Option

              (A) granted to an Employee who, at the time of grant of such
Option, owns Shares representing more than ten percent (10%) of the voting power
of all classes of stock of the Company or any Parent or Subsidiary, the exercise
price shall be no less than 110% of the Fair Market Value per Share on the date
of grant.

              (B)      granted to any other  Employee,  the per Share exercise
price shall be no less than 100% of the Fair Market Value per Share on the date
of grant.

         (ii) In the case of a Nonstatutory Stock Option

              (A) granted to a Service Provider who, at the time of grant of
such Option, owns stock representing more than ten percent (10%) of the voting
power of all classes of Shares of the Company or any Parent or Subsidiary, the
exercise price shall be no less than 110% of the Fair Market Value per Share on
the date of grant.

              (B)      granted to any other Service  Provider,  the per Share
exercise price shall be no less than 85% of the Pair Market Value per Share on
the date of grant.


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                                     - 6 -


         (iii) Notwithstanding the foregoing, Options may be granted with a per
Share exercise price other than as required above pursuant to a merger or other
corporate transaction.

     (b) Such consideration may consist of (1) cash; (2) certified, bank or
cashiers check; (3) money order (4) subject to the prior consent of the Board or
the Committee, surrender of Shares or delivery of a properly executed form of
attestation of ownership of Shares as the Administrator may require (including
withholding of Shares otherwise deliverable upon exercise), such Shares to have
a Fair Market Value on the date of surrender or attestation equal to the
aggregate exercise price of the Shares as to which such Option shall be
exercised (but only to the extent that such exercise would not result in a
compensation charge for financial reporting purposes with respect to the Shares
used to pay the exercise price, unless otherwise determined by the
Administrator); (5) subject to the prior consent of the Board or the Committee,
payment through a broker-dealer sale and remittance procedure (including, if
approved by the Administrator and subject to regulatory approval, a loan
facility to be provided by the Company) pursuant to which an Optionee: (x) shall
provide written instructions to a Company-designated brokerage firm to effect
the immediate sale of some or all of the Shares and remit to the Company, out of
the sale proceeds available on the settlement date, sufficient funds to cover
the aggregate exercise price payable for the Shares; and (y) shall provide
written directions to the Company to deliver the certificates for the Shares
directly to such brokerage firm in order to complete the sale transaction; or
(6) any combination of the foregoing methods of payment. In making its
determination as to the type of consideration to accept, the Administrator shall
consider if acceptance of such consideration may reasonably be expected to
benefit the Company.

  9. EXERCISE OF OPTION.

     (a) PROCEDURE FOR EXERCISE; RIGHTS AS A SHAREHOLDER.

         (i)  Any Option granted  hereunder shall be exercisable  according to
the terms hereof at such times and under such conditions as determined by the
Administrator and set forth in the Option Agreement. Unless the Administrator
provides otherwise, vesting of Options granted hereunder to Officers and
Directors shall be tolled during any unpaid leave of absence. An Option may not
be exercised for a fraction of a Share.

         (ii) An Option shall be deemed exercised when the Company receives: (A)
written or electronic notice of exercise (in accordance with the Option
Agreement and in a form approved by the Administrator from time to time in its
sole discretion) from the person entitled to exercise the Option, and (B) full
payment for the Shares with respect to which the Option is exercised. Full
payment may consist of any consideration and method of payment authorized by the
Administrator and permitted by the Option Agreement and the Plan.

         (iii) Shares issued upon exercise of an Option shall be issued in the
name of the Optionee or, if requested by the Optionee and approved by the
Administrator in its sole discretion in accordance with Applicable Laws, in the
name of the Optionee and his or her spouse.


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                                     - 7 -


         (iv) Until the Shares are issued (as evidenced by the appropriate
entry on the books of the Company or of a duly authorized transfer agent of the
Company), no right to vote or receive dividends or any other rights as a
shareholder shall exist with respect to the Shares, notwithstanding the exercise
of the Option. The Company shall issue (or cause to be issued) such Shares
promptly after the Option is exercised.

         (v) No adjustment will be made for a dividend or other right for which
the record date is prior to the date the Shares are issued, except as provided
in Section 11 of the Plan.

         (vi) Any right of first refusal (but not the repurchase option
applicable to unvested Shares) in favor of the Company upon exercise of an
Option or with respect to any Shares issued under the Plan shall lapse if the
Company or any successor in interest to the Company is listed on a national
securities exchange or national market system.

         (vii) Exercise of an Option in any manner shall result in a decrease
in the number of Shares thereafter available, both for purposes of the Plan and
for sale under the Option, by the number of Shares as to which the Option is
exercised.

   (b) TERMINATION OF RELATIONSHIP AS A SERVICE PROVIDER. If an Optionee ceases
to be a Service Provider, such Optionee may exercise his or her Option within
such period of time as is specified in the Option Agreement (of at least thirty
(30) days) to the extent that the Option is vested on the date of termination
(but in no event later than the expiration of the term of the Option as set
forth in the Option Agreement). In the absence of a specified time in the Option
Agreement, the Option shall remain exercisable for 90 days following the
Optionee's termination. If, on the date of termination, the Optionee is not
vested as to his or her entire Option, the Shares covered by the invested
portion of the Option shall revert to the Plan. If, after termination, the
Optionee does not exercise his or her Option within the time specified by the
Administrator, the Option shall terminate, and the Shares covered by such Option
shall revert to the Plan.

   In the event an Optionee ceases to be an Employee but remains a Service
Provider, such Employee's Incentive Stock Option shall automatically convert to
a Nonstatutory Stock Option on the date 91 days following such change of status.

   (c) DISABILITY OF OPTIONEE. If an Optionee ceases to be a Service Provider as
a result of the Optionee's Disability, the Optionee may exercise his or her
Option within such period of time as is specified in the Option Agreement (of at
least 180 days) to the extent the Option is vested on the date of termination
(but in no event later than the expiration of the term of such Option as set
forth in the Option Agreement). In the absence of a specified time in the Option
Agreement, the Option shall remain exercisable to the extent the Option is
vested on the date of termination for 365 days following the Optionee's
termination. If, on the date of termination, the Optionee is not vested as to
his or her entire Option, the Shares covered by the unvested portion of the
Option shall revert to the Plan. If, after termination, the Optionee does not
exercise his or her Option within the time specified herein, the Option shall
terminate, and the Shares covered by such Option shall revert to the Plan.


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                                     - 8 -


   (d) DEATH OF OPTIONEE. If an Optionee dies while a Service Provider, the
Option may be exercised within such period of time as is specified in the Option
Agreement (of at least 180 days) to the extent that the Option is vested on the
date of death (but in no event later than the expiration of the term of such
Option as set forth in the Option Agreement) by the Optionee's estate or by a
person who acquires the right to exercise the Option by bequest or inheritance.
In the absence of a specified time in the Option Agreement, the Option shall
remain exercisable to the extent the Option is vested on the date of termination
for 365 days following the Optionee's termination. If, at the time of death, the
Optionee is not vested as to the entire Option, the Shares covered by the
unvested portion of the Option shall immediately revert to the Plan. If the
Option is not so exercised within the time specified herein, the Option shall
terminate, and the Shares covered by such Option shall revert to the Plan.

   (e) BUYOUT PROVISIONS. The Administrator may at any time offer to buy out for
a payment in cash or Shares, an Option previously granted, based on such terms
and conditions as the Administrator shall establish and communicate to the
Optionee at the time that such offer is made.

  10. NON-TRANSFERABILITY OF OPTIONS. The Options may not be sold, pledged,
assigned, hypothecated, transferred, or disposed of in any manner other than by
will or by the laws of descent or distribution and may be exercised, during the
lifetime of the Optionee, only by the Optionee.

  11. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, MERGER OR ASSET SALE.

     (a) CHANGES IN CAPITALIZATION. Subject to any required action by the
shareholders of the Company, the number of shares covered by each outstanding
Option, and the number of Shares which have been authorized for issuance under
the Plan but as to which no Options have yet been granted or which have been
returned to the Plan upon cancellation or expiration of an Option, as well as
the price per Share covered by each such outstanding Option, shall be
proportionately adjusted for any increase or decrease in the number of issued
Shares resulting from a stock split, reverse stock split, stock dividend,
combination or reclassification of the Shares, or any other increase or decrease
in the number of issued shares effected without receipt of consideration by the
Company. The conversion of any convertible securities of the Company shall not
be deemed to have been "effected without receipt of consideration." Such
adjustment shall be made by the Board, whose determination in that respect shall
be final, binding and conclusive. Except as expressly provided herein, no
issuance by the Company of shares of any class, or securities convertible into
shares of any class, shall affect, and no adjustment by reason thereof shall be
made with respect to, the number or price of Shares subject to an Option.

   (b) DISSOLUTION OR LIQUIDATION. In the event of the proposed dissolution or
liquidation of the Company, the Administrator shall notify each Optionee as soon
as practicable prior to the effective date of such proposed transaction. The
Administrator in its discretion may provide for an Optionee to have the right to
exercise his or her Option until fifteen (15) days prior to such transaction as
to all of the Shares covered thereby, including Shares as to which the Option
would not otherwise be exercisable. In addition, the Administrator may provide
that any Company repurchase option applicable to any Shares purchased upon
exercise of an Option shall


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                                     - 9 -


lapse as to all such Shares, provided the proposed dissolution or liquidation
takes place at the time and in the manner contemplated. To the extent it has not
been previously exercised, an Option or will terminate immediately prior to the
consummation of such proposed action.

   (c) MERGER OR ASSET SALE. In the event of a merger of the Company with or
into another corporation which does not constitute a "Change of Control" (as
defined in Section 12), or the sale of substantially all of the assets of the
Company, each outstanding Option shall be assumed or an equivalent option or
right substituted by the successor corporation or a Parent or Subsidiary of the
successor corporation. In the event that the successor corporation refuses to
assume or substitute for the Option, the Optionee shall fully vest in and have
the right to exercise the Option as to all of the Shares, including Shares as to
which it would not otherwise be vested or exercisable. If an Option becomes
fully vested and exercisable in lieu of assumption or substitution in the event
of a merger or sale of assets, the Administrator shall notify the Optionee in
writing or electronically that the Option shall be fully exercisable for a
period of fifteen (15) days from the date of such notice, and the Option shall
terminate upon the expiration of such period. For the purposes of this
paragraph, the Option shall be considered assumed if, following the merger or
sale of assets, the option or right confers the right to purchase or receive,
for each Share subject to the Option immediately prior to the merger or sale of
assets, the consideration (whether stock, cash, or other securities or property)
received in the merger or sale of assets by holders of Shares for each Share
held on the effective date of the transaction (and if holders were offered a
choice of consideration, the type of consideration chosen by the holders of a
majority of the outstanding Shares); provided, however, that if such
consideration received in the merger or sale of assets is not solely common
shares of the successor corporation or its Parent, the Administrator may, with
the consent of the successor corporation, provide for the consideration to be
received upon the exercise of the Option, for each Share subject to the Option,
to be solely common stock of the successor corporation or its Parent equal in
fair market value to the per share consideration received by holders of Shares
in the merger or sale of assets.

  12. VESTING ACCELERATION ON CHANGE OF CONTROL.

     (a) VESTING ACCELERATION. In the event of a "Change of Control," (i) all
of the Optionee's rights to purchase Shares under all stock option agreements
with the Company pursuant to the Plan shall be automatically vested in their
entirety on an accelerated basis and be fully exercisable, and (ii) all of the
Company's rights to repurchase unvested stock under all restricted stock
purchase agreements pursuant to the Plan with the Optionee shall lapse in their
entirety on an accelerated basis:

         (i) as of the date immediately preceding such "Change of Control" in
the event any such stock option agreement or restricted stock purchase agreement
is or will be terminated or canceled (except by mutual consent) or any successor
to the Company fails to assume and agree to perform the Company's obligations
under all such stock option agreements and restricted stock purchase agreements;
or

         (ii) as of the date immediately preceding such "Change of Control" in
the event the Optionee does not or will not receive upon exercise of the
Optionee's stock purchase rights under any such stock option agreement or in
exchange. for the Optionee's restricted stock acquired pursuant to any such
restricted stock purchase agreement the same


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                                     - 10 -


identical securities and/or other consideration as is received by all other
stockholders in any merger, consolidation, sale, exchange or similar transaction
occurring upon or after such "Change of Control"; or

         (iii)    as of the date immediately  preceding any "Involuntary
Termination" of the Optionee occurring upon or after any such "Change of
Control"; or

         (iv) as of the first anniversary of the date of the first such "Change
of Control," provided that the Optionee shall not have voluntarily terminated
Optionee's employment with the Company prior to the end of such year;

whichever shall first occur (all quoted terms as defined below).

   (b)   CHANGE OF CONTROL. "Change of Control" means the Occurrence of any of
the following events:

         (i) Any "person" (as such term is used in Sections 13(d) and 14(d) of
the Securities Exchange Act of 1934, as amended), other than Austin Ventures VI,
L.P. or an affiliated fund, is or becomes the "beneficial owner" (as defined in
Rule 13d-3 under said Act), directly or indirectly, of securities of the Company
representing 50% or more of the total voting power represented by the Company's
then outstanding voting securities; or

         (ii) A change in the composition of the Board of Directors of the
Company as a result of which fewer than a majority of the directors are
"Incumbent Directors." "Incumbent Directors" shall mean directors who either (A)
are directors of the Company as of the date hereof, or (B) are elected, or
nominated for election, to the Board of Directors with the affirmative votes
(either by a specific vote or by approval of the proxy statement of the Company
in which such person is named as a nominee for election as a director without
objection to such nomination) of at least three-quarters of the Incumbent
Directors at the time of such election or nomination (but shall not include an
individual whose election or nomination is in connection with an actual or
threatened proxy contest relating to the election of directors of the Company);
or

         (iii) The shareholders of the Company approve a merger or consolidation
of the Company with any other entity, other than a merger or consolidation which
would result in the voting securities of the Company outstanding immediately
prior thereto continuing to represent (either by remaining outstanding or by
being converted into voting securities of the surviving entity or such surviving
entity's parent) at least fifty percent (50%) of the total voting power
represented by the voting securities of the Company or such surviving entity or
such surviving entity's parent outstanding immediately after such merger or
consolidation, or the shareholders of the Company approve a plan of complete
liquidation of the Company or an agreement for the sale or disposition by the
Company of all or substantially all the Company's assets.

   (c)   INVOLUNTARY TERMINATION. "Involuntary Termination" shall mean (i) a
termination by the Company of the Optionee's employment with the Company other
than for Cause; (ii) a material reduction of or variation in the Optionee's
duties, authority or responsibilities, relative to the Optionee's duties,
authority or responsibilities as in effect


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                                     - 11 -


immediately prior to such reduction or variation; (iii) a reduction by the
Company in the base salary of the Optionee as in effect immediately prior to
such reduction; (iv) a material reduction by the Company in the kind or level of
employee benefits, including bonuses, to which the Optionee was entitled
immediately prior to such reduction) with the result that the Optionee's overall
benefits package is materially reduced; or (v) the relocation of the Optionee to
a facility or a location more than thirty (30) miles from the Optionee's then
present location.

   (d) CAUSE. "Cause" shall mean (i) any willful act of personal dishonesty,
fraud or misrepresentation taken by the Optionee in connection with his or her
responsibilities as an employee which was intended to result in substantial gain
or personal enrichment of the Optionee at the expense of the Company and was
materially and demonstrably injurious to the Company; (ii) the Optionee's
conviction of a felony on account of any act which was materially and
demonstrably injurious to the Company; or (iii) the Optionee's willful and
continued failure to substantially perform his or her principal duties and
obligations of employment (other than any such failure resulting from incapacity
due to physical or mental illness), which failure is not remedied in a
reasonable period of time after receipt of written notice from the Company. For
the purposes of this Section 13(d), no act or failure to act shall be considered
"willful" unless done or omitted to be done in bad faith and without reasonable
belief that the act or omission was in or not opposed to the best interests of
the Company.

   (e) VOLUNTARY RESIGNATION: TERMINATION FOR CAUSE. If the Optionee's
continuous status as an employee of the Company terminates by reason of the
Optionee's voluntary resignation (and not Involuntary Termination) or if the
Optionee's continuous status as an employee of the Company is terminated for
Cause, in either case prior to such time as accelerated vesting occurs as
provided in Section 13(a) hereof, then the Optionee shall not be entitled to
receive accelerated vesting under Section 13(a) hereof.

  13. TIME OF GRANTING OPTIONS. The date of grant of an Option shall, for all
purposes, be the date on which the Administrator makes the determination
granting such Option, or such other date as is determined by the Administrator.
Notice of the determination shall be given to each Service Provider to whom an
Option is so granted within a reasonable time after the date of such grant.

  14. AMENDMENT AND TERMINATION OF THE PLAN.

      (a) AMENDMENT AND TERMINATION. The Board may at any time amend, alter,
suspend or terminate the Plan.

      (b) STOCKHOLDER  APPROVAL.  The Board  shall  obtain  stockholder
approval of any Plan amendment to the extent necessary and desirable to comply
with Applicable Laws.

      (c) EFFECT OF AMENDMENT OR TERMINATION. No amendment, alteration,
suspension or termination of the Plan shall impair the rights of any Optionee,
unless mutually agreed otherwise between the Optionee and the Administrator,
which agreement must be in writing and signed by the Optionee and the Company.
Termination of the Plan shall not affect the Administrator's ability to exercise
the powers granted to it hereunder with respect to Options granted under the
Plan prior to the date of such termination.


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                                     - 12 -



  15.    CONDITIONS UPON ISSUANCE OF SHARES.

         (a) LEGAL COMPLIANCE. Shares shall not be issued pursuant to the
exercise of an Option unless the exercise of such Option and the issuance and
delivery of such Shares shall comply with Applicable Laws and shall be further
subject to the approval of counsel for the Company with respect to such
compliance.

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

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

  17. RESERVATION OF SHARES. The Company, during the term of this Plan, shall at
all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan.

  18. STOCKHOLDER APPROVAL. The Plan shall be subject to approval by the
stockholders of the Company within twelve (12) months after the date the Plan is
adopted. Such stockholder approval shall be obtained in the degree and manner
required under Applicable Laws.

  19. INFORMATION TO OPTIONEES AND PURCHASERS. The Company shall provide to each
Optionee and to each individual who acquires Shares pursuant to the Plan, not
less frequently than annually during the period such Optionee or purchaser has
one or more Options or Stock Purchase Rights outstanding, and, in the case of an
individual who acquire Shares pursuant to the Plan, during the period such
individual owns such Shares, copies of annual financial statements. The Company
shall not be required to provide such statements to key employees whose duties
in connection with the Company assure their access to equivalent information.