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                             AMENDED AND RESTATED

                            1998 STOCK OPTION PLAN

                                      OF

                           INTERPACKET NETWORKS, INC.


        Section 1. DESCRIPTION OF PLAN. This is the amended and restated 1998
Stock Option Plan (the "Plan") of InterPacket Networks, Inc., a Delaware
corporation (the "Company"). Under this Plan, officers, key employees and
consultants of the Company or any of its subsidiaries and members of the
Board of Directors of the Company, to be selected as set forth below, may be
granted options ("Options") to purchase shares of the Company's Common Stock,
par value $.001 per share (the "Common Stock"). For purposes of this Plan,
the term "subsidiary" means any directly or indirectly majority or wholly
owned entity of the Company (individually, a "Subsidiary" and collectively,
the "Subsidiaries"). It is intended that the Options under this Plan will
either qualify for treatment as incentive stock options under Section 422 of
the Internal Revenue Code of 1986, as amended (the "Code"), and be designated
"Incentive Stock Options" or not qualify for such treatment and be designated
"Nonqualified Stock Options." Incentive Stock Options may only be granted to
employees of the Company or any Subsidiary.

        Section 2. PURPOSE OF PLAN. The purpose of the Plan and of granting
Options to specified persons is to further the growth, development and
financial success of the Company and its Subsidiaries by providing additional
incentives to certain officers, key employees, consultants and members of the
Board of Directors (or equivalent bodies) of the Company or its Subsidiaries.
By assisting such persons in acquiring shares of Common Stock, the Company
can ensure that such persons will themselves benefit directly from the
Company's and its Subsidiaries' growth, development and financial success.

        Section 3. ELIGIBILITY. The persons who shall be eligible to receive
grants of Options under the Plan shall be (a) the officers, key employees and
consultants of the Company and the Subsidiaries; provided that bona fide
services shall be rendered to the Company or its Subsidiaries by such
consultant and such services shall not have been in connection with the offer
and sale of securities in a capital-raising transaction and (b) members of
the Board of Directors (or equivalent bodies) of the Company or its
Subsidiaries. A person who holds an Option is herein referred to as a
"Participant," and more than one Option may be granted to any Participant.
The aggregate fair market value (determined as of the time an Option is
granted) of the Common Stock with respect to which Incentive Stock Options
are exercisable for the first time by any Participant in any calendar year
under this Plan and any other incentive stock option plans (which qualify
under Section 422 of the Code) of the Company or any Subsidiary shall not
exceed $100,000. To the extent that a Participant's Incentive Stock Options
exceed that limit, they will be treated as Nonqualified Stock Options (but
all of the other provisions of the Option shall remain

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applicable), with the first Options that were granted to the Participant to
be treated as Incentive Stock Options.

        Section 4.   ADMINISTRATION.

                     (a) The Plan shall be administered by a committee (the
"Committee") to be composed of not less than two (2) members of the Board
until such time as the Company registers shares of its equity securities
under the Securities Act of 1933, as amended, provided that the Board of
Directors of the Company may, from time to time, serve as the Committee for
purposes of administering all aspects of the Plan. Subject to the preceding
sentence, members of the Committee shall be appointed, both initially and as
vacancies occur, by the Board, to serve at the pleasure of the Board. On and
after the first date that the Company becomes subject to the reporting
requirements of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), to the extent possible and advisable, the Committee may be
constituted so as to permit this Plan to comply with Rule 16b-3 promulgated
under Section 16 of the Exchange Act and Section 162(m) of the Code. The
Committee shall meet at such times and places as it determines and may meet
through a telephone conference call. A majority of its members shall
constitute a quorum, and the decision of a majority of those present at any
meeting at which a quorum is present shall constitute the decision of the
Committee. A memorandum signed by all of its members shall constitute the
decision of the Committee without necessity, in such event, for holding an
actual meeting.

                     (b) The Committee is authorized and empowered to
administer the Plan and, subject to the Plan, (i) to select the Participants,
to determine the number of shares of Common Stock which may be purchased and
in general to grant Options and to extend the time period during which a
Nonqualified Stock Option may be exercised after taking into account any
possible adverse accounting treatment and the possible loss of Incentive
Stock Option status; (ii) to determine the dates upon which Options shall be
granted and the terms and conditions thereof in a manner not inconsistent
with the Plan, which terms and conditions need not be identical as to the
various Options granted; (iii) to determine which Options are to be Incentive
Stock Options and which Options are to be Nonqualified Stock Options; (iv) to
interpret the Plan; (v) to prescribe, amend and rescind rules relating to the
Plan; (vi) to authorize any person to execute on behalf of the Company any
instrument required to effectuate the grant of an Option previously granted
by the Committee; (vii) to determine the rights and obligations of
Participants under the Plan; (viii) to specify the purchase price to be paid
by Participants for shares of Common Stock; (ix) to accelerate the time
during which an Option may be exercised in accordance with the provisions of
Section 16 hereof, and to otherwise accelerate the time during which an
Option may be exercised (but not reduce the time of exercise for Options
which have vested), in each case notwithstanding the provisions in the Option
Agreement (as defined in Section 13) stating the time during which it may be
exercised; and (x) to make all other determinations deemed necessary or
advisable for the administration of the Plan. The interpretation and
construction by the Committee of any provision of the Plan or of any Option
granted under it shall be final,

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conclusive and binding. No member of the Committee shall be liable for any
action or determination made with respect to the Plan or any Option granted
hereunder.

        Section 5. SHARES SUBJECT TO PLAN. The maximum amount of shares of
Common Stock for which Options may be granted pursuant to the Plan shall be
4,600,000 and the maximum number that may be issued to any Participant is
4,600,000. The number of shares of Common Stock which may be purchased by a
Participant upon exercise of each Option shall be determined by the Committee
and set forth in each Option Agreement. Upon the expiration or termination,
in whole or in part, for any reason of an outstanding Option or any portion
thereof which shall not have vested or shall not have been exercised in full
or in the event that any shares of Common Stock acquired pursuant to the Plan
are reacquired by the Company, (a) any shares of Common Stock which have not
been purchased or (b) the shares of Common Stock reacquired, as the case may
be, shall again become available for the granting of additional Options under
the Plan. Notwithstanding the preceding sentence, shares subject to a
terminated option shall continue to be considered to be outstanding for
purposes of determining the maximum number of shares that may be issued to a
single Participant. Similarly, the repricing of an Option will be considered
the grant of a new Option for that purpose.

        Section 6. OPTION PRICE. Except as provided in Section 11 or Section
12 hereof, the purchase price per share (the "Option Price") of the shares of
Common Stock underlying each Option shall be determined by the Committee but
shall not be less than 100 percent of the fair market value of such shares on
the date of grant of Option, provided that if the Participant is a 10-percent
stockholder of the Company (determined using the constructive ownership rules
of Section 424(d) of the Code) at the time such Participant is granted an
Incentive Stock Option, the Option Price shall be not less than 110 percent
of said fair market value. Such fair market value shall be determined by the
Committee (i) if the Company's securities are traded on a national securities
exchange or on the National Association of Securities Dealers Automated
Quotation System (or a similar successor system), on the basis of the
reported closing sales price on such date or, in the absence of a reported
sales price on such date, on the basis of the average of the reported closing
bid and asked price on such date, or, if the date of determination is not a
trading day, the immediately preceding trading day, or (ii) in the absence of
both a reported sales price and a reported bid and asked price under clause
(i), the Committee shall determine such fair market value on the basis of
such evidence as it deems appropriate, in its sole discretion. In the case of
an Incentive Stock Option, "Fair Market Value" shall be determined without
reference to any restriction other than one that, by its terms, will never
lapse.

        Section 7.  RESTRICTIONS ON GRANTS; VESTING OF OPTIONS.

                     (a) Notwithstanding any other provisions set forth
herein or in any Option Agreement, no Options may be granted under the Plan
subsequent to 10 years from the date hereof. The vesting of all Options may
be based on the passage of time. The Committee shall determine the vesting
schedule applicable to each Option or group of Options in a schedule,

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a copy of which shall be filed with the records of the Committee and attached
to each Option Agreement to which the same applies. The vesting schedule need
not be identical for all Options granted hereunder. The Committee may
periodically review the vesting criteria applicable to any Option or Options
then outstanding and, in its sole judgment, may adjust the same to reflect
unanticipated major events, including but not limited to superior individual
performance, catastrophic occurrences, mergers and acquisitions.

                     (b) If an adjustment in outstanding shares of Common
Stock occurs due to a Change in Control, as defined below, and, in connection
therewith, Options are assumed or substituted by the surviving or acquiring
corporation (the "Acquiror"), then fifty percent (50%) of the unvested shares
subject to all such assumed or substituted Options shall vest at the time of
the termination of employment of a Participant if (i) the Participant was an
employee of the Company immediately prior to the date of the Change in
Control, (ii) the Participant's employment with the Acquiror terminates
within the eighteen (18) months following the date of the Change in Control,
and (iii) such employment is either terminated without Cause, as defined
below, by the Acquiror or terminated with Good Reason, as defined below, by
the Participant.

                     (c) "Change in Control" means the happening of any of
the following:

                               (i) When any "person," as such term is used in
Sections 13(d) and 14(d) of the Exchange Act (other than the Company or any
present shareholder of the Company) is or becomes the "beneficial owner" (as
defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing fifty percent (50%) or more of the
combined voting power of the Company's then outstanding securities; or

                               (ii) The occurrence of a transaction requiring
shareholder approval, and involving the sale of all or substantially all of
the assets of the Company or the merger of the Company with or into another
corporation or entity in which the Company is not the surviving entity.

                     (d) "Cause" shall mean (i) any intentional act of fraud,
embezzlement or theft in connection with a Participant's duties or in the
course of his or her employment with the Company or the Acquiror, (ii)
conduct which, based upon a reasonable determination by the Company or the
Acquiror, demonstrates gross unfitness to serve or job abandonment, (iii) the
intentional wrongful disclosure of confidential information of the Company or
the Acquiror, or (iv) the intentional, material violation of any contract
between the Company or the Acquiror and such Participant that is not
corrected within thirty (30) days after written notice to such Participant
and any such violation shall have resulted in material harm or damage to the
Company or the Acquiror. For purposes of this Section 7(d), no act, conduct,
or failure to act on the part of any Participant shall be deemed
"intentional" if it was due primarily to an error in judgment or negligence,
but shall be deemed "intentional" only if done or omitted to be done by such
Participant not in good faith and without reasonable belief that his or her
action or omission was in the best interests of the Company or the Acquiror.
Notwithstanding the foregoing, no Participant shall be deemed to have been
terminated for "Cause" hereunder unless and until there shall have been
delivered to such Participant a copy of a resolution duly adopted by the

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affirmative vote of not less than two thirds of the Company's or the
Acquiror's Board of Directors then in office at a meeting of the Board called
and held for such purpose, after reasonable notice to such Participant and an
opportunity for such Participant, together with his or her counsel, if any,
to be heard before the Board, finding that, in the good faith opinion of the
Board, such Participant had committed an act constituting "Cause" as herein
defined and specifying the particulars thereof in detail.

                     (e) "Good Reason" shall mean (i) a reduction of either
base salary or total cash compensation payable to the Participant as in
effect immediately prior to the Change in Control, (ii) the failure to
provide a package of welfare benefit plans which, taken as a whole, provide
substantially similar or superior benefits to those in which a Participant
was entitled to participate immediately prior to the Change in Control
(except that employee contributions may be raised to the extent of any cost
increases imposed by third party insurers or other benefit providers) or any
action by the Company which would otherwise adversely affect any
Participant's participation in, or reduces his or her benefits under, any of
such plans, (iii) any material change in a Participant's responsibilities,
authority, duties, or reporting relationship resulting in diminution of
position, provided that such change shall not be deemed to occur as a result
of new reporting duties and responsibilities for such Participant due to
Acquiror's reasonable reassignment of Participant to a new position following
a Change in Control, (iv) requiring that such Participant relocate to a
worksite that is more than 35 miles from the Company's headquarters in Santa
Monica, California (or subsequent headquarters location at which a
Participant agrees to work), unless a Participant accepts such relocation
opportunity, (v) a failure or refusal of the Acquiror to perform the
Company's obligations under the assumed or substituted option or any other
material agreement relating to the terms and conditions of a Participant's
service for the Company, or (vi) any material breach by the Acquiror of any
of the materials provisions of this option (as it may be assumed or
substituted) or any other material agreement relating to the terms and
conditions of a Participant's service for the Company.

        Section 8. EXERCISE OF OPTIONS. Once vested, and prior to its
termination date, an Option may be exercised by the Participant by giving
written notice to the Company specifying the number of shares of Common Stock
to be purchased and accompanied by payment of the full purchase price
therefor in cash, by check or in such other form of lawful consideration as
the Committee may approve from time to time, including without limitation and
in the sole discretion of the Committee, the assignment and transfer by the
Participant to the Company of outstanding shares of Common Stock theretofore
held by the Participant in a manner intended to comply with the provisions of
Rule l6b-3 under the Exchange Act, if applicable, and the minimum holding
period required to avoid adverse accounting treatment. After giving due
considerations of the consequences under Section 16 of the Exchange Act and
under the Code, the Committee may also authorize the exercise of Options by
the delivery to the Company

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or its designated agent of an irrevocable written notice of exercise form
together with irrevocable instructions to a broker-dealer to sell or margin a
sufficient portion of the shares of Common Stock and to deliver the sale or
margin loan proceeds directly to the Company to pay the exercise price of the
Option. Once vested, and prior to its termination date, an Option may only be
exercised by the Participant or in the event of death of the Participant, by
the person or persons (including the deceased Participant's estate) to whom
the deceased Participant's rights under such Option shall have passed by will
or the laws of descent and distribution. Notwithstanding the foregoing, in
the event of disability (within the meaning of Section 22(e)(3) of the Code)
of a Participant, a designee of the Participant (or the legal representative
of the Participant if the Participant has no designee) may exercise the
Option on behalf of such Participant (provided such Option would have been
exercisable by such Participant) until the right to exercise such Option
expires, as set forth in such Participant's particular Option Agreement or
this Plan.

        Section 9. ISSUANCE OF COMMON STOCK. The Company's obligation to
issue shares of Common Stock upon exercise of an Option is expressly
conditioned upon the compliance by the Company with any registration or other
qualification obligations with respect to such shares of Common Stock under
any federal and state law or rulings and regulations of any government
regulatory body and the requirements of any stock exchange or other
securities market on which the Company's securities may then be traded,
and/or the making of such investment representations or other representations
and undertakings by the Participant (or the Participant's designee, legal
representative, heir or legatee, as the case may be) in order to comply with
the requirements of any exemption from any such registration or other
qualification obligations or the requirements of any stock exchange or other
securities market on which the Company's securities may be traded with
respect to such shares of Common Stock which the Company in its sole
discretion shall deem necessary or advisable. Such required representations
and undertakings may include representations and agreements that such
Participant (or the Participant's designee, legal representative, heir or
legatee): (a) is purchasing such shares of Common Stock for investment and
not with any present intention of selling or otherwise disposing of such
shares of Common Stock; and (b) agrees to have a legend placed upon the face
and reverse of any certificates evidencing such shares of Common Stock (or,
if applicable, an appropriate data entry made in the ownership records of the
Company) setting forth (i) any representations and undertakings which such
Participant has given to the Company or a reference thereto, and (ii) that,
prior to effecting any sale or other disposition of any such shares of Common
Stock, the Participant must furnish to the Company an opinion of counsel,
satisfactory to the Company and its counsel, to the effect that such sale or
disposition will not violate the applicable requirements of federal and state
laws and regulatory agencies, provided that any such legend or data entry
shall be removed when no longer applicable without the necessity of an
opinion of counsel. The inability of the Company to obtain, from any
regulatory body having jurisdiction, stock exchange or quotation system
authority reasonably deemed by the Company's counsel to be necessary for the
lawful issuance and sale of any shares of Common Stock hereunder shall
relieve the Company of any liability in respect of the nonissuance or sale of
such shares of Common Stock as to which such requisite authority shall not
have been obtained.

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        Section 10. NONTRANSFERABILITY. An Option 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. Any permitted transferee
shall be required prior to any transfer of an Option or shares of Common
Stock acquired pursuant to the exercise of an Option to execute a written
undertaking to be bound by the provisions of the applicable Option Agreement.

        Section 11. RECAPITALIZATION, REORGANIZATION; MERGER OR CONSOLIDATION.

                     (a) Subject to Section 11(b) hereof, if the outstanding
shares of Common Stock of the Company are exchanged for different securities
of the Company through a reorganization, recapitalization or reclassification
or if the number of outstanding shares is changed through a stock split or
stock dividend, an appropriate adjustment shall be made (i) in the number or
kind of shares which may be purchased pursuant to the exercise of Options, as
provided in Section 5 hereof, and (ii) in the number, exercise price, or kind
of securities subject to any outstanding Option granted under the Plan. Any
such adjustment in an outstanding Option, however, shall be made without
change in the total price applicable to the unexercised portion of the Option
but with a corresponding adjustment in the price for each share covered by
the Option. In making such adjustments, or in determining that no such
adjustments are necessary, the Committee may rely upon the advice of counsel
and accountants to the Company, and the determination of the Committee shall
be final, conclusive and binding. No fractional shares of stock shall be
issued or issuable under the Plan on account of any such adjustment.

                     (b) Subject to Section 16 hereof (i) upon the
dissolution, liquidation or sale of all or substantially all of the business,
properties and assets of the Company, (ii) upon any reorganization, merger,
consolidation or exchange of securities in which the Company does not
survive, (iii) upon any reorganization, merger, consolidation or exchange of
securities in which the Company does survive and any of the Company's
stockholders have the opportunity to receive cash, securities and/or other
property in exchange for their shares of the capital stock of the Company or
(iv) upon any Change in Control (each of the events described in clauses (i),
(ii), (iii) or (iv) is referred to herein as an "Extraordinary Event"), the
Plan and each outstanding Option shall terminate. Subject to Section 16
hereof, in such event, each Participant who is not tendered an option by the
surviving entity in accordance with all of the terms of the immediately
succeeding sentence, or who does not accept any such substituted option which
is so tendered, shall have the right until 10 days before the effective date
of such Extraordinary Event to exercise, in whole or in part, any unexpired
Option or Options issued to the Participant, to the extent that said Option
is then vested and exercisable pursuant to the provisions of said Option or
Options and of Section 7 of the Plan. The Company shall use its reasonable
best efforts to cause the surviving entity in any Extraordinary Event to
tender to any Participant an option or options to purchase other securities
of the surviving entity on the same basis as any Participant may purchase
shares of Common Stock hereunder and under the applicable Option Agreement
(including satisfaction of similar vesting provisions). The Company shall use
its reasonable best efforts to cause such new option or options to contain
such terms and provisions as shall substantially preserve the rights and

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benefits of any Option then outstanding under the Plan with any reasonable
changes to take into account the circumstances of the surviving entity.

                     (c) The grant of an Option under the Plan shall not
affect in any way the right or power of the Company to make adjustments,
reclassifications or changes in its capital or business structures or to
merge, consolidate, dissolve or liquidate or to sell or transfer all or any
part of its business or assets and issue new shares without preemptive rights.

        Section 12. SUBSTITUTE OPTIONS. If the Company at any time should
succeed to the business of another entity through a merger, consolidation,
corporate reorganization or share exchange, or through the acquisition of
stock or assets of such entity or its subsidiaries or otherwise, Options may
be granted under the Plan to option holders of such entity or its
subsidiaries, in substitution for options to purchase interests in such
entity held by them at the time of succession. The Committee, in its sole and
absolute discretion, shall determine the extent to which such substitute
Options shall be granted (if at all), the person or persons to receive such
substitute Options (who need not be all option holders of such entity), the
number of shares of Common Stock subject to Options to be received by each
such person, the Option Price of such Option (which may be determined without
regard to Section 6 hereof) and the terms and conditions of such substitute
Options; provided, however, that the Option Price of each such substituted
Option which is an Incentive Stock Option shall be an amount such that, in
the sole and absolute judgment of the Committee (and in compliance with
Section 424(a) of the Code), the economic benefit provided by such Option is
not greater than the economic benefit represented by the option in the
acquired entity as of the date of the Company's acquisition of such entity.

        Section 13. OPTION AGREEMENT. Each Option granted under the Plan
shall be evidenced by a written option agreement (an "Option Agreement")
executed by the Company and the Participant which (a) shall contain each of
the provisions and agreements herein specifically required to be contained
therein; (b) shall indicate whether such Option is to be an Incentive Stock
Option or a Nonqualified Stock Option, and if an Incentive Stock Option shall
contain terms and conditions permitting such Option to qualify for treatment
as an incentive stock option under Section 422 of the Code; and (c) may
contain such other terms and conditions as the Committee deems desirable and
which are not inconsistent with the Plan.

        Section 14. RIGHTS AS A STOCKHOLDER. No Participant (or any legal
representative, heir or legatee) shall have any rights as a stockholder of
the Company with respect to any shares of Common Stock covered by any Option
until the date of the issuance of a stock certificate to such person upon the
due exercise of such Option. No adjustment shall be made for dividends
(ordinary or extraordinary, whether in cash, securities or other property) or
distributions or other rights for which the record date is prior to the date
such stock certificate is issued, except as expressly provided in Section 11
hereof.

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        Section 15. TERMINATION OF OPTIONS. Each Option Agreement shall set
forth a termination date thereof, which, with respect to Nonqualified Stock
Options, shall be no later than ten (10) years from the date such Option is
granted and with respect to Incentive Stock Options, if the Participant is a
10-percent stockholder of the Company (determined using the constructive
ownership rules of Section 424(d) of the Code) at the time such Incentive
Stock Option is granted, the Incentive Stock Option shall terminate no later
than five years from the date of the grant thereof. An Incentive Stock Option
shall contain any termination events required by Section 422 of the Code. The
termination of employment or engagement in another relationship of a
Participant (by death or otherwise) shall not accelerate or otherwise affect
the number of shares with respect to which an Option may be exercised, and
the Option may only be exercised with respect to that number of shares which
could have been purchased under the Option had the Option been exercised by
the Participant on the date of such termination.

        Section 16. ACCELERATION OF OPTIONS. Notwithstanding the provisions
of Sections 7 or 11 hereof, or any provision to the contrary contained in a
particular Option Agreement, the Committee, in its sole discretion, at any
time, or from time to time, may elect to accelerate the vesting of all or any
portion of any Option then outstanding, provided that, in connection with a
Change in Control, if substitute or replacement options are not provided to
Participants, then fifty percent (50%) of the unvested portions of each
Option outstanding immediately prior to the consummation of such Change in
Control shall accelerate and be fully and immediately vested. The decision by
the Committee to accelerate an Option or to decline to accelerate an Option
shall be final, conclusive and binding. In the event of the acceleration of
the exercisability of Options as the result of a decision by the Committee
pursuant to this Section 16, each outstanding Option so accelerated shall be
exercisable for a period of at least five days from and after the date of
such acceleration and upon such other terms and conditions as the Committee
may determine in its sole discretion, provided that such terms and conditions
(other than terms and conditions relating solely to the acceleration of
exercisability and the related termination of an Option) may not adversely
affect the rights of any Participant without the consent of the Participant
so adversely affected. Any outstanding Option which has not been exercised by
the holder at the end of such period shall terminate automatically and become
null and void.

        Section 17. WITHHOLDING OF TAXES. The Company or a Subsidiary, as the
case may be, may deduct and withhold from the wages, salary, bonus and other
income paid by the Company (or such Subsidiary) to the Participant the
requisite tax upon the amount of taxable income, if any, recognized by the
Participant in connection with the exercise in whole or in part of any
Option, or the sale of shares of Common Stock issued to the Participant upon
the exercise of an Option, as may be required from time to time under any
federal or state tax laws and regulations. This withholding of tax shall be
made from the Company's (or such Subsidiary's) concurrent or next payment of
wages, salary, bonus or other income to the Participant or by payment to the
Company (or such Subsidiary) by the Participant of the required withholding
tax,

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as the Committee may determine, provided that, in the sole discretion of the
Committee, the Participant may pay such tax by reducing the number of shares
of Common Stock issued upon exercise of an Option (for which purpose such
shares of Common Stock shall be valued at fair market value as determined by
the Committee, which determination shall be final, conclusive and binding).
To the extent necessary to avoid adverse accounting treatment, the number of
shares that may be withheld for this purpose shall not exceed the minimum
number needed to satisfy the applicable income and employment tax withholding
rules.

        Section 18. EFFECTIVENESS AND TERMINATION OF THE PLAN. The Plan shall
be effective on the date on which it is adopted by the Board. The Plan shall
terminate, in addition to the other termination events set forth in the Plan,
when all shares of Common Stock which may be issued hereunder have been so
issued, provided that the Board may in its sole discretion terminate the Plan
at any other time. Subject to Section 11 hereof, no such termination shall in
any way affect any Option then outstanding.

        Section 19. TIME OF GRANTING OPTIONS. The date of grant of an Option
shall, for all purposes, be the date on which the Committee makes the
determination granting such Option.

        Section 20. AMENDMENT OF PLAN. The Board of Directors may make such
amendments to the Plan and, with the consent of each Participant adversely
affected, the Committee may make such changes in the terms and conditions of
granted Options as it shall deem advisable after taking into account any
possible adverse accounting treatment and the possible loss of Incentive
Stock Option status. Whether a modification of an existing Incentive Stock
Option will be treated as the issuance of a new Incentive Stock Option will
be determined in accordance with the rules of Code Section 424(h). Whether a
modification of an existing Option previously granted to an Insider will be
treated as a new grant for purposes of Section 16 of the Exchange Act will be
determined in accordance with Rule 16b-3 promulgated by the Securities and
Exchange Commission. Such amendments and changes shall include, but not be
limited to, acceleration of the time at which an Option may be exercised, but
may not, without the approval of the stockholders (a) increase the maximum
number of shares subject to Options, except pursuant to Section 11 hereof, or
(b) change the designation of the class of employees eligible to receive
Incentive Stock Options.

        Section 21. TRANSFERS AND LEAVES OF ABSENCE. For purposes of the
Plan, (a) a transfer of a Participant's employment or consulting
relationship, without an intervening period, between the Company and a
Subsidiary shall not be deemed a termination of employment or a termination
of a consulting relationship and (b) a Participant who is granted in writing
a leave of absence shall be deemed to have remained in the employ of, or in a
consulting relationship with, the Company (or a Subsidiary, whichever is
applicable) during such leave of absence except that for purposes of
exercising an Incentive Stock Option, the Participant will be considered to
have

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terminated employment on the 91st day of the leave, unless his or her right
to re-employment is guaranteed by statute or contract.

        Section 22. NO OBLIGATION TO EXERCISE OPTION. The granting of an
Option shall impose no obligation on the Participant to exercise such Option.

        Section 23. INDEMNIFICATION. In addition to such other rights of
indemnification as they may have as members of the Board, the members of the
Committee shall be indemnified by the Company to the fullest extent permitted
by law against the reasonable expenses and liabilities, including reasonable
attorneys' fees, actually and necessarily incurred in connection with the
defense of any action, suit or proceeding, or in connection with any appeal
thereof, to which they or any of them may be a party by reason of any action
taken or any failure to act under or in connection with the Plan or any
Option granted thereunder, and against all amounts paid by them in
satisfaction of a judgment in any such action, suit or proceeding except in
relation to matters as to which it shall be adjudged in such action, suit or
proceeding that such Committee member is not entitled to indemnification
under applicable law, provided that within 60 days after institution of any
such action, suit or proceeding such Committee member shall in writing offer
the Company the opportunity, at the Company's expense, to handle and defend
the same.

        Section 24. GOVERNING LAW. The Plan and any Option granted pursuant
to the Plan shall be construed under and governed by the laws of the State of
Delaware without regard to conflict of law provisions thereof.

        Section 25. NOT AN EMPLOYMENT OR OTHER AGREEMENT. Nothing contained
in the Plan or in any Option Agreement shall confer, intend to confer or
imply any rights of employment or any rights to a consulting or other
relationship or rights to continued employment by, or rights to a continued
consulting or other relationship with, the Company or any Subsidiary in favor
of any Participant or limit the ability of the Company, any Subsidiary or any
other entity to terminate, with or without cause, in its sole and absolute
discretion, the employment of, or consulting or other relationship with, any
Participant, subject to the terms of any written employment or consulting
agreement to which a Participant is a party.

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