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                                                                    EXHIBIT 10.9


                    STANDARD TERMS AND CONDITIONS RELATING TO
                           NONSTATUTORY STOCK OPTIONS
                     UNDER THE 1998 EQUITY INCENTIVE PLAN OF
                      NETPARTNERS INTERNET SOLUTIONS, INC.



        The following Standard Terms and Conditions Relating to Nonstatutory
Stock Options (the "Terms and Conditions") apply to the Nonstatutory Stock
Options granted under the 1998 Equity Incentive Plan of NetPartners Internet
Solutions, Inc. (the "Plan"), the applicable terms of which are hereby
incorporated by reference and made a part of these standard Terms and
Conditions. In turn, these Terms and Conditions are incorporated by reference
into each such Option. Whenever capitalized terms are used in these Terms and
Conditions, they shall have the meaning specified (i) in the Plan, (ii) in the
NetPartners Internet Solutions, Inc. Notice of Grant of Stock Options (the
"Facing Page") into which these Terms and Conditions are incorporated by
reference, or (iii) below, unless the context clearly indicates to the contrary.
As used herein and in the Plan, the "Option Agreement" shall mean the Notice of
Grant of Stock Options Facing Page and these Terms and Conditions as
incorporated therein. The masculine pronoun shall include the feminine and
neuter, and the singular the plural, where the context so indicates.

        1. TERM OF OPTION. Subject to the maximum time limitations in Article 6
of the Plan, the term of the Option shall be the period commencing on the date
of the Option Agreement and ending on the Expiration Date (as defined in the
Facing Page), unless terminated earlier as provided herein or in the Plan.

        2. EXERCISE PRICE. The exercise price of the Option granted hereby shall
be not less than eighty-five percent (85%) of the Fair Market Value of the
shares of Common Stock acquired upon exercise of each Option (the "Option
Shares") on the date the Option is granted; provided, however, if the Optionee
owns (or is deemed to own pursuant to Section 424(d) of the Code) stock
possessing more than ten percent (10%) of the total combined voting power of all
classes of stock of the Company (or any of its Affiliates), the exercise price
of the Option shall be not less than one hundred ten percent (110%) of the Fair
Market Value of the Option Shares on the date the Option is granted.

        3. EXERCISE OF OPTION.

           (a) The Facing Page shall set forth the rate at which the Option
Shares shall become subject to purchase by Optionee; provided, however, such
Option Shares shall become subject to purchase ("vest") at an annual rate which
is not less than twenty percent (20%) of the total Option Shares subject to the
Option over the five (5) year period commencing with the date of the grant of
the Option.

           (b) Optionee shall exercise the Option to the extent exercisable, in
whole or in part, by sending written notice to the Company in the form attached
hereto as Exhibit A of his intention to purchase Option Shares hereunder,
together with a check in the amount of the full purchase price of the Option
Shares to be purchased. Except as otherwise provided in the Plan,


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Optionee shall not exercise the Option at any one time with respect to less than
the minimum number of Option Shares as is set forth on the Facing Page.

           (c) Optionee agrees to complete and execute any additional documents
which the Company reasonably requests that Optionee complete in order to comply
with applicable federal, state and local securities laws, rules and regulations.

           (d) Subject to the Company's compliance with all applicable laws,
rules and regulations relating to the issuance of such Option Shares and
Optionee's compliance with all the terms and conditions of the Option Agreement,
these Terms and Conditions and the Plan, the Company shall promptly deliver the
Option Shares to the Optionee.

           (e) Except as otherwise provided herein or in the Plan, the Option
may be exercised during the lifetime of the Optionee only by the Optionee.

        4. OPTION NOT TRANSFERABLE. The Option granted hereunder shall not be
transferable in any manner other than upon the death of Optionee as provided in
the Plan. More particularly (but without limiting the foregoing), the Option may
not be assigned, transferred (except as expressly provided herein), pledged or
hypothecated in any way, shall not be assignable by operation of law and shall
not be subject to execution, attachment or similar process. Any attempted
assignment, transfer, pledge, hypothecation or other disposition of the Option
contrary to the provisions hereof, or the levy of any execution, attachment or
similar process upon the Option, shall be null and void and without effect.

        5. TERMINATION OF OPTION.

           (a) To the extent not previously exercised, the Option shall
terminate on the Expiration Date; provided, however, that except as otherwise
provided in this Section 5 the Option may not be exercised more than thirty (30)
days after the Termination of Employment or Consulting Relationship of Optionee
for any reason (other than upon Optionee's death or disability). Within such
thirty (30) day period, Optionee may exercise the Option only to the extent the
same was exercisable on the date of such termination and said right to exercise
shall terminate at the end of such period.

           (b) In the event of the Termination of Employment or Consulting
Relationship of Optionee as a result of Optionee's disability, the Option shall
be exercisable for a period of twelve (12) months from the date of such
termination, but in no event later than the Expiration Date and only to the
extent that the Option was exercisable on the date of such termination.

           (c) In the event of the Termination of Employment or Consulting
Relationship of Optionee as a result of Optionee's death, the Option shall be
exercisable by the Optionee's estate (or by the person who acquires the right to
exercise the Option by will or by the laws of descent and distribution) for a
period of twelve (12) months from the date of such termination, but in no event
later than the Expiration Date and only to the extent that the Optionee was
entitled to exercise the Option on the date of death.

           (d) Notwithstanding the preceding paragraphs of this Section 5, if
the Company's Board of Directors determines in good faith that Optionee has
committed an act of



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fraud, theft, other act of dishonesty, act of moral turpitude, or any other act
materially inimical to the interest of the Company, the Option (including the
right to purchase Option Shares hereunder which have accrued but remain
unexercised) shall cease to be exercisable simultaneously with such act.

           (e) Notwithstanding anything herein to the contrary, no portion of
any Option which is not exercisable by the Optionee upon the Termination of
Employment or Consulting Relationship of such Optionee shall thereafter become
exercisable, regardless of the reason for such termination.

        6. NO RIGHT TO CONTINUED RELATIONSHIP. The Option does not confer upon
Optionee any right to continue in his capacity as an Employee, Consultant or
Director of the Company, nor does it limit in any way the right of the Company
to terminate Optionee's relationship with the Company at any time, with or
without cause.

        7. RIGHT OF REPURCHASE OF OPTION SHARES.

           (a) Notwithstanding any provision herein to the contrary, the Option
Shares issued pursuant to the Option shall be subject to a right, but not an
obligation, of repurchase by the Company (the "Right of Repurchase"), at the
price determined under subsection (b) below, if prior to the Expiration Date or
the termination of the Right of Repurchase as provided in Section 9(d) below, a
Termination of Employment or Consulting Relationship occurs for any reason,
including as a result of Optionee's death or disability. Option Shares issued by
the Company shall not be transferable by the Optionee during the period during
which the Right of Repurchase applies, and the Company may take such steps as it
deems necessary to ensure compliance with this restriction.

           (b) The price per share at which the Company may exercise the Right
of Repurchase (the "Repurchase Price") shall be the higher of (i) the price the
Optionee paid for such Option Shares or (ii) the Fair Market Value of such
Option Shares on the date the Company exercises its Right of Repurchase, as
determined in good faith by the Company's Board of Directors (or an officer
appointed by the Board of Directors for such purpose).

           (c) The Company's Right of Repurchase shall terminate if not
exercised by written notice from the Company to the Optionee within ninety (90)
days of the Termination of Employment or Consulting Relationship, unless the
Termination of Employment or Consulting Relationship occurs under section 5(b),
or 5(c), in which case, within fifteen (15) months. If the Company exercises its
Right of Repurchase, it shall give notice thereof to the Optionee within such
ninety (90) day (or 15 month) period, and, upon receipt of such notice, the
Optionee shall immediately endorse and deliver to the Company the stock
certificate(s) representing the Option Shares being repurchased, and the Company
shall then promptly pay, pursuant to the provisions of Section 7(d) below, the
total Repurchase Price to the Optionee. If the Company exercises its Right of
Repurchase it shall exercise its right with respect to all (not some) of such
Option Shares.

           (d) The Repurchase Price shall be paid first by cancellation of any
obligation for accrued but unpaid interest outstanding under notes issued by the
Optionee upon purchase of



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the Option Shares (if any), next by cancellation of principal outstanding under
such notes (if any), and finally by payment in cash of the balance due.

           (e) In the event the Company does not elect to exercise its Right of
Repurchase within the specific period as outlined in section 7(b), the Option
Shares shall no longer be subject to repurchase by the Company pursuant to this
Section 7.

        8. RIGHT OF FIRST REFUSAL. Optionee agrees that he will not sell or
otherwise transfer any Option Shares (including transfer by operation of law) at
any time after the expiration of the Right of Repurchase and prior to the
termination of this section pursuant to Section 9(d) below unless such Option
Shares shall first be offered to the Company as follows:

           (a) The Optionee shall deliver a notice (the "Notice") to the
Company, stating (i) the Optionee's bona fide intention to sell or transfer such
Option Shares, (ii) the number of such Option Shares to be sold or transferred,
(iii) the consideration for which the Optionee proposes to sell or transfer such
Option Shares, (iv) the terms of payment of such consideration and any other
terms and conditions of sale, and (v) the name of the proposed purchaser or
transferee.

           (b) Within thirty (30) days after receipt of the Notice, the Company
may elect to purchase any or all of the Option Shares to which the Notice
refers, for the consideration per share and upon the terms and conditions
specified in the Notice, except as set forth in Section 8(e) below for transfers
involving non-cash consideration. If the Company elects not to purchase all such
Option Shares, the Company may assign its right to purchase the remaining Option
Shares. The Company's assignees may elect, within thirty (30) days after receipt
by the Company of the Notice, to purchase any or all Option Shares to which the
Notice refers which the Company has not elected to purchase, for the
consideration per share and upon the terms and conditions specified in the
Notice, except as set forth in Section 8(e) below. An election to purchase shall
be made by written notice to the Optionee, specifying the number of Option
Shares to be purchased. If the Company and/or its assignees elect to so purchase
the offered Option Shares, they shall complete the purchase of such shares
within sixty (60) days after receipt by the Company of the Notice, unless a
longer period is set forth in the Notice.

           (c) If the Company and/or its assignees do not elect to so purchase
all of such offered Option Shares within such thirty (30) day period, Optionee
shall have no obligation to transfer such Option Shares to the Company and/or
its assignees and Optionee shall have a period of thirty (30) days thereafter to
transfer all (but not less than all) of such Option Shares to the transferee
referred to in the Notice and for the same consideration and on the other terms
as set forth therein; provided, however, that prior to any transfer of such
Option Shares, the proposed transferee shall execute and deliver to the Company
an agreement with the Company, in form and substance satisfactory to the
Company, pursuant to which such transferee agrees to be subject to the relevant
provisions of the Option Agreement.

           (d) In the event that such Option Shares are not transferred to the
transferee referred to in the Notice and in accordance with the terms of the
Option Agreement within such 30-day period, the restrictions on transfer
provided in this Section 8 shall again become applicable to the Option Shares.



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           (e) If part or all of the purchase consideration specified in a
Notice delivered by the Optionee pursuant to this Section 8 is other than cash
or purchaser's promissory note or other evidence of indebtedness, the Company
and its assignee(s) shall have the right to purchase any or all of the Option
Shares specified in the Notice for a cash price equal to the Fair Market Value
of the number of Option Shares to be so purchased by the Company and/or its
assignee(s). The Fair Market Value of any Option Shares shall be as determined
in good faith by the Company's Board of Directors (or an officer appointed by
the Board of Directors for such purposes).

        9. OTHER PROVISIONS REGARDING TRANSFER.

           (a) Optionee, as a condition for accepting any Option Shares, shall
not sell, transfer or pledge any Option Shares subject to the Right of
Repurchase described in Section 7 or the right of first refusal described in
Section 8 hereof, other than in the manner expressly permitted in the Option
Agreement, and any such sale, transfer or pledge of the Option Shares in
violation of this Agreement shall be void. The Company shall not be required (i)
to transfer on its books any Option Shares which shall have been sold or
transferred in violation of any of the provisions set forth in the Option
Agreement or (ii) to treat as the owner of such Option Shares or accord the
right to vote or pay dividends to any transferee to whom such Option Shares
shall have been so transferred.

           (b) Notwithstanding anything to the contrary contained herein,
Optionee is under no restrictions as to the transfer by him of any or all of the
issued Option Shares to his Related Transferees (as defined herein) provided
that each such Related Transferee shall first (i) execute a written consent to
be bound by all of the relevant provisions of the Option Agreement in form and
substance satisfactory to the Company and (ii) give a duplicate original of such
consent to the Company. The "Related Transferees" of the Optionee as used herein
shall consist of the Optionee's spouse, his lineal descendants, and trusts for
the benefit of any Optionee or of the foregoing, Optionee and/or his minor
lineal descendants. In the event of any transfer by the Optionee to his Related
Transferees of all or any part of the Option Shares (or in the event of any
subsequent transfer by any such Related Transferee to another Related Transferee
of the Optionee), such Related Transferees shall receive and hold the Option
Shares subject to the relevant terms of the Option Agreement and the Optionee's
rights and obligations hereunder as though the Option Shares were still owned by
the Optionee and shall together with the Optionee continue to be deemed to be
the "Optionee" for purposes of the Option Agreement, including without
limitation restrictions on the transfer of Option Shares. There shall be no
further transfer of the Option Shares by a Related Transferee except between and
among such Related Transferee, the Optionee and other Related Transferees of the
Optionee, or except as permitted by the Option Agreement. The Company advises
the Optionee to seek independent tax counsel prior to transferring any Option
Shares to any Related Transferee.

           (c) The Optionee hereby grants to the Company a security interest in
the Option Shares for the purpose of ensuring that a transfer in violation of
the restrictions set forth in Sections 7, 8 and 9 of this Agreement does not
occur. In furtherance of such security interest, the Company may, at its option,
retain the certificate(s) evidencing the Option Shares, together with stock
assignments executed in blank by the Optionee, until such transfer restrictions
terminate in accordance with Section 9(d). The Optionee hereby grants to any
officer(s) of the



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Company the power of attorney to cause the Option Shares to be transferred on
the books of the Company in the event the Company and/or its assignees
repurchase some or all of the Option Shares in accordance with the Option
Agreement.

           (d) The transfer restrictions provided in Sections 7, 8 and 9 hereof
shall terminate upon the earlier to occur of (i) the effectiveness of a
registration statement (other than a registration statement pursuant to any
employee, purchase, savings, option, bonus, appreciation, profit sharing,
thrift, incentive or similar plan of the Company) filed by the Company under the
Securities Act in connection with the initial public offering of its securities,
and the completion of the sale of securities made pursuant to such registration
statement for an aggregate amount of at least $10,000,000, and (ii) such other
conditions as the Board of Directors may determine in its sole discretion.

        10. NOTICE OF TAX ELECTION. If Optionee makes any tax election relating
to the treatment of the Option Shares under the Internal Revenue Code of 1986,
as amended, Optionee shall promptly notify the Company of such election.

        11. MARKET STAND-OFF.

           (a) In connection with any underwritten public offering by the
Company of its equity securities pursuant to an effective registration statement
filed under the Securities Act, including the Company's initial public offering,
Optionee shall not sell, make any short sale of, loan, hypothecate, pledge,
grant any option for the purchase of, or otherwise dispose of or transfer for
value or otherwise agree to engage in any of the foregoing transactions with
respect to any of the Option Shares without the prior written consent of the
Company and its underwriters, for such period of time from and after the
effective date of such registration statement as may be requested by the Company
or such underwriters. This Section 11 shall only remain in effect for the one
hundred and eighty (180) day period immediately following the effective date of
the Company's initial public offering and shall thereafter terminate.

           (b) Notwithstanding the foregoing, Optionee shall be subject to the
market stand-off provisions of this Section 11 only if the executive officers
and directors of the Company are also subject to similar arrangements which are
no less restrictive.

           (c) In order to enforce the provisions of this Section 11, the
Company may impose stop-transfer instructions with respect to the Option Shares
until the end of the applicable stand-off period.

        12. ACKNOWLEDGMENTS OF OPTIONEE. Optionee acknowledges and agrees that:

            (a) Optionee and his transferees shall have no rights as a
shareholder with respect to any Option Shares until the date of the issuance of
a stock certificate evidencing such Option Shares. 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 provided in Article 14 of
the Plan.



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            (b) All certificates representing the Option Shares shall have
endorsed thereon the following legends, the provisions of which are hereby
incorporated into the Option Agreement:

        THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
        THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES
        LAWS OF ANY STATE AND HAVE BEEN ISSUED AND SOLD PURSUANT TO AN EXEMPTION
        FROM THE ACT AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED BY
        THE HOLDERS THEREOF AT ANY TIME EXCEPT (1) PURSUANT TO AN EFFECTIVE
        REGISTRATION STATEMENT FILED UNDER THE ACT COVERING THE SECURITIES, OR
        (2) IF, IN THE REASONABLE OPINION OF COUNSEL TO THE CORPORATION, SUCH
        SHARES MAY BE TRANSFERRED WITHOUT SUCH REGISTRATION.

        IN ADDITION, SALE, TRANSFER OR HYPOTHECATION OF THIS SECURITY IS
        RESTRICTED BY THE PROVISIONS OF A NONSTATUTORY STOCK OPTION AGREEMENT
        (AND THE STANDARD TERMS AND CONDITIONS RELATING TO NONSTATUTORY STOCK
        OPTIONS INCORPORATED THEREIN) ENTERED INTO BY THE CORPORATION AND THIS
        SHAREHOLDER, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE
        CORPORATION AND ALL OF THE PROVISIONS OF WHICH ARE INCORPORATED HEREIN.

        13. INVESTMENT REPRESENTATIONS. As an inducement to the Company to grant
the Option and issue the Option Shares to the Optionee, the Optionee hereby
makes the following representations and warranties, and authorizes the Company
to rely upon the same:

            (a) The Optionee will acquire the Option Shares for investment for
his own account, not for resale, without any intention of or view toward or for
participating, directly or indirectly, in a distribution of the Option Shares or
any portion thereof.

            (b) The Optionee understands that an investment in the Company is
speculative, that any possible profits therefrom are uncertain, and that he must
bear the economic risks of the investment in the Company for an indefinite
period of time.

            (c) The Optionee understands that the Option Shares have not been
registered under the Securities Act in reliance on the exemption provided by
Rule 701 promulgated thereunder for compensatory benefit plans; and that the
Option Shares have not been registered or qualified under the "blue sky" laws of
any state.

            (d) The Optionee understands that the Option Shares may have to be
held indefinitely unless they are subsequently registered under the Securities
Act and qualified or registered under other applicable securities laws, rules
and regulations, which is unlikely, or unless an exemption from such
qualification or registration is available.

            (e) The Optionee understands and agrees that (i) the legends set
forth in Section 12(b) hereof will be placed on the certificate(s) evidencing
the Option Shares and, except



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as otherwise provided in Section 12(b), on certificate(s) issued to transferees;
(ii) the stock records of the Company will be noted with respect to such
restrictions; (iii) the Company will not be under any obligation to register the
Option Shares or to comply with any exemption available for sale of the Option
Shares without registration; and (iv) the information or conditions necessary to
permit routine sales of securities of the Company under Rule 144 of the
Securities Act are not now available and it is not likely that they will become
available in the foreseeable future.

            (f) The Optionee is a bona fide resident and domiciliary of, not a
temporary transient resident of, and has his principal residence in, the state
or other jurisdiction set forth under Optionee's signature in the Option
Agreement, and Optionee does not have any present intention of moving his
principal residence from such state or jurisdiction.

        14. WITHHOLDING TAXES. Whenever Option Shares are to be issued under the
Option Agreement, the Company shall have the right to require Optionee to remit
to the Company an amount sufficient to satisfy federal, state and local
withholding tax requirements prior to issuance and/or delivery of any
certificate or certificates for such Option Shares.

        15. FINANCIAL INFORMATION. The Corporation shall provide to each
Optionee on an annual basis a copy of the annual financial report prepared by
the Company's independent certified public accountants.

        16. MISCELLANEOUS.

            (a) The Option Agreement shall bind and inure to the benefit of the
parties' heirs, legal representatives, successors and permitted assigns.

            (b) The Option Agreement, the Plan, and these Terms and Conditions
constitute the entire agreement between the parties pertaining to the subject
matter contained herein and they supersede all prior and contemporaneous
agreements, representations and understandings of the parties. No supplement,
modification or amendment of the Option Agreement shall be binding unless
executed in writing by all of the parties. No waiver of any of the provisions of
the Option Agreement shall be deemed or shall constitute a waiver of any other
provisions, whether or not similar, nor shall any waiver constitute a continuing
waiver. No waiver shall be binding unless executed in writing by the party
making the waiver. In the event there exists any conflict or discrepancy between
any of the terms in the Plan and the Option Agreement, the terms of the Plan
shall be controlling. A copy of the Plan has been delivered to the Optionee and
also may be inspected by Optionee at the principal office of the Company.

            (c) Should any portion of the Plan, the Option Agreement or these
Terms and Conditions be declared invalid and unenforceable, then such portion
shall be deemed to be severable from the Option Agreement and shall not affect
the remainder hereof.

            (d) All notices to be sent hereunder shall be delivered in person or
sent by United States Mail, certified and postage prepaid, to Optionee at the
address set forth on the Facing Page of the Option Agreement or to the Company
at its principal place of business, Attention: President. Any change in the
address to which notices shall be sent under the Option



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Agreement to the Optionee shall be made by the Optionee upon ten (10) days'
written notice to the Company.

            (e) The Option Agreement shall be construed according to the laws of
the State of Delaware.

        17. VESTING ACCELERATION FOR ONE YEAR EMPLOYEES.

            (a) In the event of a Change in Control (as defined herein) any
surviving corporation or acquiring corporation shall assume this Option
Agreement or shall substitute a similar Option Agreement. In the event any
surviving or acquiring corporation refuses to assume this Option Agreement or to
substitute a similar Option Agreement, and if the Optionee has been employed by
the Company for a minimum of a consecutive twelve (12) month period, then (i)
the vesting (and, if applicable, the exercisability) of this Option Agreement
shall be accelerated immediately prior to such event, and (ii) any Company
repurchase option or reacquisition right with respect to shares acquired by the
Optionee under this Option Agreement shall lapse immediately prior to such event
and the shares shall be fully vested.

            (b) In addition, if the Optionee has been employed by the Company
for a minimum of a consecutive twelve (12) month period, and if the surviving or
acquiring corporation assumes this Option Agreement, and if within twenty-four
(24) months following a Change in Control one of the following events occurs:
(i) Optionee's Continuous Service is terminated by the acquiror or successor
without Cause (as defined herein); (ii) the principal place of the performance
of Optionee's responsibilities (the "Principal Location") is changed to a
location more than fifty (50) miles from Optionee's Principal Location
immediately prior to the Change in Control; or (iii) there is a material
reduction in Optionee's compensation or responsibilities (not involving a
termination of Continuous Service for Cause); then the unvested portion of
Optionee's Options shall immediately become fully vested and exercisable and any
Company repurchase option or reacquisition right with respect to shares acquired
by the Optionee under this Option Agreement shall immediately lapse and the
shares shall be fully vested.

            (c) For the purposes of this Option Agreement, "Cause" shall mean:
(i) conviction of any felony or any crime involving moral turpitude or
dishonesty; (ii) participation in a fraud or act of dishonesty against the
Company; (iii) willful and material breach of the Company's policies; (iv)
intentional and material damage to the Company's property; (v) material breach
of the Optionee's Proprietary Information and Inventions Agreement; or (vi)
death and physical or mental disability.

            (d) For purposes of this Option Agreement, a "Change in Control"
shall mean: (i) any consolidation or merger of the Company with or into any
other corporation or other entity or person, or any other corporate
reorganization, in which the shareholders of the Company immediately prior to
such consolidation, merger or reorganization, own less than 50% of the company's
voting power immediately after such consolidation, merger or reorganization, or
any transaction of series of related transactions in which in excess of fifty
percent (50%) of the Company's voting power is transferred; or (ii) a sale,
lease or other disposition of all or substantially all of the assets of the
Company.



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            (e) For purposes of this Option Agreement, "Continuous Service"
shall mean Optionee's service with the Company or an Affiliate, whether as an
Employee, Director or Consultant is not interrupted or terminated. The Board or
the Chief Executive Officer of the Company may determine, in that party's sole
discretion, whether Continuous Service shall be considered interrupted in the
case of: (i) any leave of absence approved by the Board or the Chief Executive
Officer of the Company, including sick leave, military leave, or any other
personal leave; or (ii) transfers between locations of the Company or between
the Company, Affiliates or their successors.





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                                    EXHIBIT A

                 NOTICE OF EXERCISE OF NONSTATUTORY STOCK OPTION


To:   NETPARTNERS INTERNET SOLUTIONS, INC.
      ____________________________________
      ____________________________________
      Attention:  President


        I, a resident of the State of _________________________, hereby exercise
my nonstatutory stock option granted by NETPARTNERS INTERNET SOLUTIONS, INC., a
Delaware corporation (the "Company"), pursuant to a Nonstatutory Stock Option
Agreement dated _________________________, subject to all the terms and
provisions thereof and notify the Company of my desire to purchase ____________
shares of Common Stock of the Company at the exercise price of
__________________ Dollars ($__________) per share pursuant to said option.

        I agree to complete and execute any additional documents which the
Company may request that I complete in order to comply with applicable federal,
state and local securities laws, rules and regulations.


Dated:  __________________



________________________________               ________________________________
Social Security or                             Name:
Taxpayer I.D. Number
                                               Address:
                                               ________________________________
                                               ________________________________
                                               ________________________________