[FORM OF]

                                 OPTICNET, INC.
                           2000 EQUITY INCENTIVE PLAN

                             STOCK OPTION AGREEMENT
              (INCENTIVE STOCK OPTION OR NONSTATUTORY STOCK OPTION)


         Pursuant to your Stock Option Grant  Notice  ("Grant  Notice") and this
Stock Option Agreement, OpticNet, Inc. (the "Company") has granted you an option
under its 2000 Equity  Incentive  Plan (the  "Plan") to  purchase  the number of
shares of the  Company's  Common  Stock  indicated  in your Grant  Notice at the
exercise  price  indicated in your Grant Notice.  Defined  terms not  explicitly
defined in this Stock  Option  Agreement  but defined in the Plan shall have the
same definitions as in the Plan.

         The details of your option are as follows:

         1. VESTING.  Subject to the limitations  contained herein,  your option
will vest as provided in your Grant  Notice,  provided  that  vesting will cease
upon the termination of your Continuous Service.

         2. NUMBER OF SHARES AND EXERCISE PRICE.  The number of shares of Common
Stock  subject to your option and your  exercise  price per share  referenced in
your  Grant  Notice  may be  adjusted  from  time  to  time  for  Capitalization
Adjustments, as provided in the Plan.

         3. EXERCISE PRIOR TO VESTING ("EARLY  EXERCISE").  If permitted in your
Grant Notice (i.e., the "Exercise  Schedule"  indicates that "Early Exercise" of
your option is permitted) and subject to the provisions of your option,  you may
elect at any time that is both (i) during the period of your Continuous  Service
and (ii) during the term of your option, to exercise all or part of your option,
including the nonvested portion of your option; provided, however, that:

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

                  (b) any shares of Common Stock so purchased from  installments
that have not vested as of the date of exercise shall be subject to the purchase
option in favor of the  Company  as  described  in the  Company's  form of Early
Exercise Stock Purchase Agreement;

                  (c) you shall enter into the Company's  form of Early Exercise
Stock Purchase  Agreement  with a vesting  schedule that will result in the same
vesting as if no early exercise had occurred; and

                  (d) if your option is an  incentive  stock  option,  then,  as
provided  in the Plan,  to the  extent  that the  aggregate  Fair  Market  Value
(determined  at the time of grant) of the shares of Common Stock with respect to
which  your  option  plus  all  other  incentive  stock  options  you  hold

                                       1.

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are  exercisable  for the first time by you during any calendar  year (under all
plans of the Company and its Affiliates)  exceeds one hundred  thousand  dollars
($100,000), your option(s) or portions thereof that exceed such limit (according
to the order in which they were granted) shall be treated as nonstatutory  stock
options.

         4. METHOD OF PAYMENT. Payment of the exercise price is due in full upon
exercise of all or any part of your option. You may elect to make payment of the
exercise  price in cash or by check or in any  other  manner  permitted  by your
Grant Notice, which may include one or more of the following:

                  (a) In the Company's  sole  discretion at the time your option
is  exercised  and  provided  that at the time of exercise  the Common  Stock is
publicly traded and quoted  regularly in The Wall Street Journal,  pursuant to a
program developed under Regulation T as promulgated by the Federal Reserve Board
that,  prior to the issuance of Common  Stock,  results in either the receipt of
cash (or check) by the Company or the receipt of irrevocable instructions to pay
the aggregate exercise price to the Company from the sales proceeds.

                  (b) Provided  that at the time of exercise the Common Stock is
publicly traded and quoted regularly in The Wall Street Journal,  by delivery of
already-owned  shares of Common  Stock  either that you have held for the period
required to avoid a charge to the Company's  reported  earnings  (generally  six
months) or that you did not acquire,  directly or  indirectly  from the Company,
that are owned free and clear of any liens,  claims,  encumbrances  or  security
interests,  and that are valued at Fair  Market  Value on the date of  exercise.
"Delivery" for these purposes, in the sole discretion of the Company at the time
you  exercise  your  option,  shall  include  delivery  to the  Company  of your
attestation  of ownership  of such shares of Common Stock in a form  approved by
the Company.  Notwithstanding the foregoing, you may not exercise your option by
tender to the Company of Common  Stock to the extent such tender  would  violate
the provisions of any law, regulation or agreement restricting the redemption of
the Company's stock.

                  (c) Pursuant to the following deferred payment alternative:

                           (i) Not less than one hundred  percent  (100%) of the
aggregate  exercise price,  plus accrued  interest,  shall be due four (4) years
from date of exercise or, at the Company's  election,  upon  termination of your
Continuous Service.

                           (ii) Interest  shall be compounded at least  annually
and shall be charged at the  minimum  rate of  interest  necessary  to avoid the
treatment as  interest,  under any  applicable  provisions  of the Code,  of any
portion  of any  amounts  other than  amounts  stated to be  interest  under the
deferred payment arrangement.

                           (iii) At any time that the Company is incorporated in
Delaware,  payment of the Common Stock's "par value," as defined in the Delaware
General Corporation Law, shall be made in cash and not by deferred payment.

                           (iv)  In  order  to  elect   the   deferred   payment
alternative, you must, as a part of your written notice of exercise, give notice
of the election of this payment  alternative and, in order to secure the payment
of the  deferred  exercise  price to the  Company  hereunder,  if the

                                       2.

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Company so  requests,  you must  tender to the Company a  promissory  note and a
security  agreement  covering the purchased shares of Common Stock, both in form
and  substance  satisfactory  to  the  Company,  or  such  other  or  additional
documentation as the Company may request.

         5. WHOLE SHARES.  You may exercise your option only for whole shares of
Common Stock.

         6. SECURITIES LAW COMPLIANCE.  Notwithstanding anything to the contrary
contained  herein,  you may not exercise your option unless the shares of Common
Stock issuable upon such exercise are then  registered  under the Securities Act
or, if such shares of Common Stock are not then so  registered,  the Company has
determined that such exercise and issuance would be exempt from the registration
requirements of the Securities Act. The exercise of your option must also comply
with other  applicable laws and regulations  governing your option,  and you may
not exercise your option if the Company  determines that such exercise would not
be in material compliance with such laws and regulations.

         7. TERM.  You may not exercise your option before the  commencement  of
its term or after its term  expires.  The term of your option  commences  on the
Date of Grant and expires upon the earliest of the following:

                  (a) three (3) months after the  termination of your Continuous
Service for any reason other than your  Disability  or death,  provided  that if
during any part of such three- (3-) month period your option is not  exercisable
solely because of the condition set forth in the preceding paragraph relating to
"Securities Law  Compliance,"  your option shall not expire until the earlier of
the  Expiration  Date or until it shall have been  exercisable  for an aggregate
period of three (3) months after the termination of your Continuous Service;

                  (b)  twelve  (12)  months  after  the   termination   of  your
Continuous Service due to your Disability;

                  (c)  eighteen  (18) months  after your death if you die either
during your Continuous  Service or within three (3) months after your Continuous
Service terminates;

                  (d) the Expiration Date indicated in your Grant Notice; or

                  (e) the day before the tenth (10th) anniversary of the Date of
Grant.

         If your option is an incentive  stock option,  note that, to obtain the
federal income tax advantages  associated with an "incentive  stock option," the
Code  requires  that at all times  beginning on the date of grant of your option
and  ending  on the day  three  (3)  months  before  the  date of your  option's
exercise, you must be an employee of the Company or an Affiliate,  except in the
event of your  death or  Disability.  The  Company  has  provided  for  extended
exercisability  of your option under certain  circumstances for your benefit but
cannot  guarantee that your option will  necessarily be treated as an "incentive
stock option" if you continue to provide services to the Company or an Affiliate
as a Consultant or Director after your employment terminates or if you otherwise
exercise  your option more than three (3) months after the date your  employment
terminates.

                                       3.

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         8. EXERCISE.

                  (a) You may  exercise  the vested  portion of your option (and
the unvested  portion of your option if your Grant Notice so permits) during its
term by  delivering a Notice of Exercise (in a form  designated  by the Company)
together  with the exercise  price to the  Secretary of the Company,  or to such
other  person as the Company  may  designate,  during  regular  business  hours,
together with such additional documents as the Company may then require.

                  (b) By  exercising  your option you agree that, as a condition
to any  exercise  of your  option,  the Company may require you to enter into an
arrangement  providing  for  the  payment  by  you  to the  Company  of any  tax
withholding  obligation of the Company  arising by reason of (1) the exercise of
your option,  (2) the lapse of any  substantial  risk of forfeiture to which the
shares  of  Common  Stock  are  subject  at the  time  of  exercise,  or (3) the
disposition of shares of Common Stock acquired upon such exercise.

                  (c) If your option is an incentive stock option, by exercising
your option you agree that you will notify the Company in writing within fifteen
(15) days after the date of any  disposition  of any of the shares of the Common
Stock issued upon exercise of your option that occurs within two (2) years after
the date of your option grant or within one (1) year after such shares of Common
Stock are transferred upon exercise of your option.

                  (d) By exercising your option you agree that the Company (or a
representative  of  the  underwriter(s))  may,  in  connection  with  the  first
underwritten registration of the offering of any securities of the Company under
the Securities Act, require that you not sell,  dispose of,  transfer,  make any
short sale of,  grant any option for the  purchase of, or enter into any hedging
or similar  transaction  with the same economic  effect as a sale, any shares of
Common  Stock or other  securities  of the Company  held by you, for a period of
time  specified by the  underwriter(s)  (not to exceed one hundred  eighty (180)
days) following the effective date of the registration  statement of the Company
filed under the  Securities  Act. You further  agree to execute and deliver such
other  agreements  as may be  reasonably  requested  by the  Company  and/or the
underwriter(s)  that are consistent  with the foregoing or that are necessary to
give further effect  thereto.  In order to enforce the foregoing  covenant,  the
Company may impose  stop-transfer  instructions  with  respect to your shares of
Common Stock until the end of such period.  The  underwriters  of the  Company's
stock are intended third party beneficiaries of this Section 8(d) and shall have
the right,  power and authority to enforce the provisions  hereof as though they
were a party hereto.

         9. TRANSFERABILITY.  Your option is not transferable, except by will or
by the laws of descent and  distribution,  and is  exercisable  during your life
only by you.  Notwithstanding the foregoing, by delivering written notice to the
Company, in a form satisfactory to the Company,  you may designate a third party
who, in the event of your death,  shall  thereafter be entitled to exercise your
option.

         10.  RIGHT OF FIRST  REFUSAL.  Shares of Common  Stock that you acquire
upon  exercise of your option are subject to any right of first refusal that may
be described in the Company's  bylaws in effect at such time the Company  elects
to exercise its right.  The Company's right of first refusal shall expire on the
Listing Date.

                                       4.

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         11. RIGHT OF REPURCHASE. To the extent provided in the Company's bylaws
as amended from time to time, the Company shall have the right to repurchase all
or any part of the shares of Common  Stock you acquire  pursuant to the exercise
of your option.

         12. OPTION NOT A SERVICE CONTRACT.  Your option is not an employment or
service  contract,  and nothing in your option  shall be deemed to create in any
way  whatsoever  any  obligation  on your part to  continue in the employ of the
Company or an  Affiliate,  or of the Company or an  Affiliate  to continue  your
employment. In addition, nothing in your option shall obligate the Company or an
Affiliate,  their  respective  shareholders,  Boards of  Directors,  Officers or
Employees  to  continue  any  relationship  that you might have as a Director or
Consultant for the Company or an Affiliate.

         13. WITHHOLDING OBLIGATIONS.

                  (a) At the time you exercise your option, in whole or in part,
or at any time  thereafter  as requested by the  Company,  you hereby  authorize
withholding  from payroll and any other  amounts  payable to you, and  otherwise
agree  to make  adequate  provision  for  (including  by  means  of a  "cashless
exercise"  pursuant to a program  developed under Regulation T as promulgated by
the Federal  Reserve  Board to the extent  permitted by the  Company),  any sums
required  to satisfy the  federal,  state,  local and  foreign  tax  withholding
obligations  of the Company or an Affiliate,  if any,  which arise in connection
with your option.

                  (b) Upon your  request and subject to approval by the Company,
in its sole  discretion,  and  compliance  with  any  applicable  conditions  or
restrictions of law, the Company may withhold from fully vested shares of Common
Stock  otherwise  issuable  to you upon the  exercise of your option a number of
whole  shares of Common  Stock  having a Fair Market  Value,  determined  by the
Company as of the date of exercise,  not in excess of the minimum  amount of tax
required  to be  withheld  by  law.  If the  date  of  determination  of any tax
withholding  obligation is deferred to a date later than the date of exercise of
your option,  share withholding  pursuant to the preceding sentence shall not be
permitted  unless you make a proper and timely  election  under Section 83(b) of
the Code,  covering the aggregate number of shares of Common Stock acquired upon
such exercise with respect to which such determination is otherwise deferred, to
accelerate the  determination of such tax withholding  obligation to the date of
exercise of your option.  Notwithstanding the filing of such election, shares of
Common Stock shall be withheld  solely from fully vested  shares of Common Stock
determined as of the date of exercise of your option that are otherwise issuable
to you upon such exercise. Any adverse consequences to you arising in connection
with such share withholding procedure shall be your sole responsibility.

                  (c)  You  may  not  exercise   your  option   unless  the  tax
withholding  obligations  of the Company  and/or any  Affiliate  are  satisfied.
Accordingly,  you may not be able to  exercise  your option  when  desired  even
though your option is vested,  and the Company shall have no obligation to issue
a  certificate  for such shares of Common Stock or release such shares of Common
Stock from any escrow provided for herein.

         14. NOTICES.  Any notices provided for in your option or the Plan shall
be given in writing and shall be deemed  effectively  given upon  receipt or, in
the case of notices delivered by

                                       5.

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mail by the  Company to you,  five (5) days after  deposit in the United  States
mail, postage prepaid,  addressed to you at the last address you provided to the
Company.

         15.  GOVERNING  PLAN  DOCUMENT.  Your  option  is  subject  to all  the
provisions of the Plan,  the  provisions of which are hereby made a part of your
option,  and is further subject to all  interpretations,  amendments,  rules and
regulations  which may from time to time be promulgated and adopted  pursuant to
the Plan. In the event of any conflict between the provisions of your option and
those of the Plan, the provisions of the Plan shall control.

                                       6.