NUVOMEDIA, INC.

                   1997 STOCK PLAN

             (As Amended April 13, 1998)

     1.  Purposes of the Plan.  The purposes of this
Stock 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.  Stock Purchase Rights may also be
granted under the Plan.

     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. state corporate laws, U.S. federal and
state securities laws, the Code, any stock exchange or
quotation system on which the Common Stock is listed
or quoted and the applicable laws of any other
country or jurisdiction where Options or Stock
Purchase Rights are 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)  "Common Stock" means the Common Stock
of the Company.

         (g)  "Company" means NuvoMedia, Inc., a
California corporation.

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

         (i)  "Director" means a member of the Board
of Directors of the Company.

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

         (k)  "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.  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.  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 director's fee by the Company shall be
sufficient to constitute "employment" by the Company.

         (l)  "Exchange Act" means the Securities
Exchange Act of 1934, as amended.

         (m)  "Fair Market Value" means, as of any
date, the value of Common Stock determined as follows:

               (i)  If the Common Stock is listed on
any established stock exchange or a 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 stock (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 Common Stock is 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 Common Stock on the last market trading day
prior to the day of the determination; or

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

         (n)  "Incentive Stock Option" means an Option
intended to qualify as an incentive stock option within
the meaning of Section 422 of the Code.

         (o)  "Nonstatutory Stock Option" means an
Option not intended to qualify as an Incentive Stock
Option.

         (p)  "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.

         (q)  "Option" means a stock option granted
pursuant to the Plan.

         (r)  "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.

         (s)  "Option Exchange Program" means a
program whereby outstanding Options are exchanged
for Options with a lower exercise price.

         (t)  "Optioned Stock" means the Common Stock
subject to an Option or a Stock Purchase Right.

         (u)  "Optionee" means the holder of an
outstanding Option or Stock Purchase Right granted
under the Plan.

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

         (w)  "Plan" means this 1997 Stock Plan.

         (x)  "Restricted Stock" means shares of
Common Stock acquired pursuant to a grant of a Stock
Purchase Right under Section 11 below.

         (y)  "Section 16(b)" means Section 16(b) of
the Securities Exchange Act of 1934, as amended.

         (z)  "Service Provider" means an Employee,
Director or Consultant.

         (aa)  "Share" means a share of the Common
Stock, as adjusted in accordance with Section 12 below.

         (bb)  "Stock Purchase Right" means a right to
purchase Common Stock pursuant to Section 11 below.

         (cc)  "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 12 of the Plan, the maximum
aggregate number of Shares which may be subject to
option and sold under the Plan is 4,000,000 Shares.
The Shares may be authorized but unissued, or
reacquired Common Stock.

         If an Option or Stock Purchase Right 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 either an Option or Stock
Purchase Right, 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 and Stock Purchase Rights may from time to
time be granted hereunder;

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

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

              (v)  to determine the terms and
conditions, of any Option or Stock Purchase Right
granted hereunder.  Such terms and conditions include,
but are not limited to, the exercise price, the time
or times when Options or Stock Purchase Rights 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 Stock Purchase
Right or the Common Stock 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 Common Stock;

              (vii)  to reduce the exercise price of
any Option to the then current Fair Market Value if
the Fair Market Value of the Common Stock 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 or Stock Purchase Right 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 and Stock
Purchase Rights may be granted to Service Providers.
Incentive Stock Options may be 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 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 or Stock
Purchase Right 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.  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 stock
representing more than ten percent (10%) of the voting
power of all classes of stock 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 stock
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 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 Service
Provider, the per Share exercise price shall be no
less than 85% of the Fair Market Value per Share on
the date of grant.

             (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)  The consideration to be paid for the
Shares to be issued upon exercise of an Option,
including the method of payment, shall be determined
by the Administrator (and, in the case of an Incentive
Stock Option, shall be determined at the time of
grant).  Such consideration may consist of (1) cash,
(2) check, (3) promissory note, (4) other Shares
which (x) in the case of Shares acquired upon
exercise of an Option, have been owned by the Optionee
for more than six months on the date of surrender,
and (y) have a Fair Market Value on the date of
surrender equal to the aggregate exercise price of
the Shares as to which such Option shall be exercised,
(5) consideration received by the Company under a
cashless exercise program implemented by the Company
in connection with the Plan, 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 be reasonably expected to
benefit the Company.

     9.  Exercise of Option.

         (a)  Procedure for Exercise; Rights as a
Shareholder.  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.
Except in the case of Options granted to Officers,
Directors and Consultants, Options shall become
exercisable at a rate of no less than 20% per year
over five (5) years from the date the Options are
granted.  Unless the Administrator provides otherwise,
vesting of Options granted hereunder shall be tolled
during any unpaid leave of absence.  An Option may not
be exercised for a fraction of a Share.

              An Option shall be deemed exercised when
the Company receives:  (i) written or electronic notice
of exercise (in accordance with the Option Agreement)
from the person entitled to exercise the Option, and
(ii) 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.  Shares issued upon exercise of an Option
shall be issued in the name of the Optionee or, if
requested by the Optionee, in the name of the Optionee
and his or her spouse.  Until 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.
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
12 of the Plan.

              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
three (3) months 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 by the Administrator, the Option shall
terminate, and the Shares covered by such Option shall
revert to the Plan.

            (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 six (6)
months) 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 for twelve (12) months 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.

             (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 six (6) months) 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
for twelve (12) months 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 and Stock
Purchase Rights.   The Options and Stock Purchase
Rights 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.  Stock Purchase Rights.

           (a)  Rights to Purchase.  Stock Purchase
Rights may be issued either alone, in addition to, or
in tandem with other awards granted under the Plan
and/or cash awards made outside of the Plan. After the
Administrator determines that it will offer Stock
Purchase Rights under the Plan, it shall advise the
offeree in writing or electronically of the terms,
conditions and restrictions related to the offer,
including the number of Shares that such person shall
be entitled to purchase, the price to be paid, and the
time within which such person must accept such offer.
The terms of the offer shall comply in all respects
with Section 260.140.42 of Title 10 of the California
Code of Regulations.  The offer shall be accepted by
execution of a Restricted Stock purchase agreement
in the form determined by the Administrator.

             (b)  Repurchase Option.  Unless the
Administrator determines otherwise, the Restricted
Stock purchase agreement shall grant the Company a
repurchase option exercisable upon the voluntary or
involuntary termination of the purchaser's service with
the  Company for any reason (including death or
disability).  The purchase price for Shares repurchased
pursuant to the Restricted Stock purchase agreement
shall be the original price paid by the purchaser and
may be paid by cancellation of any indebtedness of the
purchaser to the Company. The repurchase option shall
lapse at such rate as the Administrator may determine.
Except with respect to Shares purchased by Officers,
Directors and Consultants, the repurchase option shall
in no case lapse at a rate of less than 20% per year
over five (5) years from the date of purchase.

            (c)  Other Provisions.  The Restricted
Stock purchase agreement shall contain such other
terms, provisions and conditions not inconsistent with
the Plan as may be determined by the Administrator in
its sole discretion.

            (d)  Rights as a Shareholder.  Once the
Stock Purchase Right is exercised, the purchaser shall
have rights equivalent to those of a shareholder and
shall be a shareholder when his or her purchase is
entered upon the records of the duly authorized
transfer agent of the Company.  No adjustment shall be
made for a dividend or other right for which the record
date is prior to the date the Stock Purchase Right is
exercised, except as provided in Section 12 of the
Plan.

     12.  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 of Common Stock covered
by each outstanding Option or Stock Purchase Right, and
the number of shares of Common Stock which have been
authorized for issuance under the Plan but as to which
no Options or Stock Purchase Rights have yet been
granted or which have been returned to the Plan upon
cancellation or expiration of an Option or Stock
Purchase Right, as well as the price per share of
Common Stock covered by each such outstanding Option or
Stock Purchase Right, shall be proportionately adjusted
for any increase or decrease in the number of issued
shares of Common Stock resulting from a stock split,
reverse stock split, stock dividend, combination or
reclassification of the Common Stock, or any other
increase or decrease in the number of issued shares of
Common Stock 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 stock of any
class, or securities convertible into shares of stock
of any class, shall affect, and no adjustment by reason
thereof shall be made with respect to, the number or
price of shares of Common Stock subject to an Option
or Stock Purchase Right.

            (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 or Stock
Purchase Right until fifteen (15) days prior to such
transaction as to all of the Optioned Stock covered
thereby, including Shares as to which the Option or
Stock Purchase Right 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 or
Stock Purchase Right shall 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 Stock Purchase Right 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, or the sale of substantially all of the
assets of the Company, each outstanding Option and
Stock Purchase Right 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 or Stock Purchase Right, the Optionee shall
fully vest in and have the right to exercise the Option
or Stock Purchase Right as to all of the Optioned
Stock, including Shares as to which it would not
otherwise be vested or exercisable.  If an Option or
Stock Purchase Right 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 or Stock Purchase Right
shall be fully exercisable for a period of fifteen (15)
days from the date of such notice, and the Option or
Stock Purchase Right shall terminate upon the
expiration of such period.  For the purposes of this
paragraph, the Option or Stock Purchase Right 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 of Optioned Stock
subject to the Option or Stock Purchase Right
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 Common Stock 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 stock 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 or Stock Purchase Right, for each Share of
Optioned Stock subject to the Option or Stock Purchase
Right, 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
Common Stock in the merger or sale of assets.