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                                                                   Exhibit 10.7

                                    ATWEB, INC.

                                   1997 STOCK PLAN


     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 AtWeb, 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.

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            (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 a 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 
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.

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            (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 3,373,846 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 

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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;

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                   (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.

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     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.

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

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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

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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.

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            (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 consieration 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.

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

     14.    AMENDMENT AND TERMINATION OF THE PLAN.

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

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

            (c)    EFFECT OF AMENDMENT OR TERMINATION.  No amendment,
alteration, suspension or termination of the Plan shall impair the rights of any
Optionee, unless mutually agreed otherwise between the Optionee and the
Administrator, which agreement must be in writing and signed by the 

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Optionee and the Company.  Termination of the Plan shall not affect the 
Administrator's ability to exercise the powers granted to it hereunder with 
respect to Options granted under the Plan prior to the date of such 
termination.

     15.    CONDITIONS UPON ISSUANCE OF SHARES.

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

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

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

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

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

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

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