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                                 OpticNet, Inc.

                           2000 EQUITY INCENTIVE PLAN

                           Adopted September 15, 2000
                   Approved By Shareholders September 18, 2000
              Amended and Restated effective _______________, 2001
                      Termination Date: September 14, 2010



1.       PURPOSES.

         (a) Eligible Stock Award  Recipients.  The persons  eligible to receive
Stock Awards are the Employees, Directors and Consultants of the Company and its
Affiliates.

         (b)  Available  Stock  Awards.  The purpose of the Plan is to provide a
means by which  eligible  recipients of Stock Awards may be given an opportunity
to benefit from  increases in value of the Common Stock  through the granting of
the following Stock Awards: (i) Incentive Stock Options, (ii) Nonstatutory Stock
Options, (iii) stock bonuses and (iv) rights to acquire restricted stock.

         (c) General Purpose. The Company, by means of the Plan, seeks to retain
the services of the group of persons eligible to receive Stock Awards, to secure
and retain the  services of new members of this group and to provide  incentives
for such persons to exert maximum efforts for the success of the Company and its
Affiliates.

2.       DEFINITIONS.

         (a) "Affiliate" means any parent corporation or subsidiary  corporation
of the Company, whether now or hereafter existing, as those terms are defined in
Sections  424(e)  and  (f),  respectively,  of  the  Code.  Notwithstanding  the
foregoing,  beginning at such time that BEI  Technologies,  Inc. ceases to be an
Affiliate as defined in the preceding sentence,  BEI Technologies,  Inc. and any
parent or  subsidiary  corporation  of BEI  Technologies,  Inc.,  whether now or
hereafter  existing,  as those terms are defined in Sections  424(e) and 424(f),
respectively,  of the Code,  shall be deemed an Affiliate except for purposes of
(i)  subsections  1(a),  2(dd),  7(a)(i) and 10(d) and (ii) the  definitions  of
Employee, Director and Consultant as those terms are used in subsection 5(a).

         (b) "Board" means the Board of Directors of the Company.

         (c) "Code" means the Internal Revenue Code of 1986, as amended.

         (d)  "Committee"  means a committee of one or more members of the Board
appointed by the Board in accordance with subsection 3(c).

         (e) "Common Stock" means the voting common stock of the Company.


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         (f) "Company" means OpticNet, Inc., a Delaware corporation.

         (g) "Consultant" means any person, including an advisor, (i) engaged by
the Company or an Affiliate to render consulting or advisory services and who is
compensated  for such services or (ii) who is a member of the Board of Directors
of an  Affiliate.  However,  the term  "Consultant"  shall  not  include  either
Directors who are not compensated by the Company for their services as Directors
or  Directors  who are merely  paid a  director's  fee by the  Company for their
services as Directors.

         (h) "Continuous Service" means that the Participant's  service with the
Company or an Affiliate,  whether as an Employee, Director or Consultant, is not
interrupted or terminated.  The  Participant's  Continuous  Service shall not be
deemed to have  terminated  merely  because of a change in the capacity in which
the  Participant  renders service to the Company or an Affiliate as an Employee,
Consultant  or  Director  or a change in the  entity  for which the  Participant
renders such service,  provided that there is no  interruption or termination of
the Participant's  Continuous  Service.  For example, a change in status from an
Employee of the Company to a Consultant  of an Affiliate or a Director  will not
constitute  an  interruption  of  Continuous  Service.  The  Board or the  chief
executive officer of the Company, in that party's sole discretion, may determine
whether  Continuous  Service shall be considered  interrupted in the case of any
leave of absence approved by that party, including sick leave, military leave or
any other personal leave.

         (i) "Covered  Employee" means the chief executive  officer and the four
(4)  other  highest   compensated   officers  of  the  Company  for  whom  total
compensation is required to be reported to shareholders  under the Exchange Act,
as determined for purposes of Section 162(m) of the Code.

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

         (k)  "Disability"  means the permanent and total disability of a person
within the meaning of Section 22(e)(3) of the Code.

         (l)  "Employee"  means  any  person  employed  by  the  Company  or  an
Affiliate.  Mere  service as a Director  or payment of a  director's  fee by the
Company or an Affiliate  shall not be sufficient to constitute  "employment"  by
the Company or an Affiliate.

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

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

                  (i) If the  Common  Stock is listed on any  established  stock
exchange or traded on the Nasdaq National Market or the Nasdaq SmallCap  Market,
the Fair Market  Value of a share of Common  Stock  shall be the  closing  sales
price for such stock (or the closing  bid, if no sales were  reported) as quoted
on such  exchange or market (or the exchange or market with the greatest  volume
of trading in the Common Stock) on the last market  trading day prior to the day


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of determination, as reported in The Wall Street Journal or such other source as
the Board deems reliable.

                  (ii) In the absence of such markets for the Common Stock,  the
Fair Market Value shall be determined in good faith by the Board and in a manner
consistent  with  Section  260.140.50  of  Title  10 of the  California  Code of
Regulations.

         (o) "Incentive  Stock Option" means an Option intended to qualify as an
incentive  stock  option  within the  meaning of Section 422 of the Code and the
regulations promulgated thereunder.

         (p) "Listing  Date" means the first date upon which any security of the
Company is listed (or  approved  for  listing)  upon  notice of  issuance on any
securities  exchange or designated (or approved for designation)  upon notice of
issuance as a national  market  security on an interdealer  quotation  system if
such securities  exchange or interdealer  quotation system has been certified in
accordance with the provisions of Section  25100(o) of the California  Corporate
Securities Law of 1968.

         (q)  "Non-Employee  Director"  means a Director who either (i) is not a
current  Employee or Officer of the Company or its parent or a subsidiary,  does
not receive compensation (directly or indirectly) from the Company or its parent
or a subsidiary  for services  rendered as a consultant or in any capacity other
than as a Director  (except  for an amount as to which  disclosure  would not be
required  under  Item  404(a) of  Regulation  S-K  promulgated  pursuant  to the
Securities Act  ("Regulation  S-K")),  does not possess an interest in any other
transaction  as to which  disclosure  would be  required  under  Item  404(a) of
Regulation  S-K  and is not  engaged  in a  business  relationship  as to  which
disclosure  would be required  under Item 404(b) of  Regulation  S-K; or (ii) is
otherwise considered a "non-employee director" for purposes of Rule 16b-3.

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

         (s)  "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.

         (t) "Option" means an Incentive  Stock Option or a  Nonstatutory  Stock
Option granted pursuant to the Plan.

         (u) "Option  Agreement" means a written  agreement  between the Company
and an Optionholder  evidencing the terms and conditions of an individual Option
grant. Each Option Agreement shall be subject to the terms and conditions of the
Plan.

         (v) "Optionholder" means a person to whom an Option is granted pursuant
to the Plan or, if  applicable,  such  other  person  who  holds an  outstanding
Option.

         (w) "Outside Director" means a Director who either (i) is not a current
employee of the Company or an  "affiliated  corporation"  (within the meaning of
Treasury  Regulations


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promulgated  under Section 162(m) of the Code),  is not a former employee of the
Company or an "affiliated corporation" receiving compensation for prior services
(other than benefits under a tax qualified  pension plan), was not an officer of
the  Company or an  "affiliated  corporation"  at any time and is not  currently
receiving  direct or indirect  remuneration  from the Company or an  "affiliated
corporation"  for services in any  capacity  other than as a Director or (ii) is
otherwise considered an "outside director" for purposes of Section 162(m) of the
Code.

         (x)  "Participant"  means a person  to whom a Stock  Award  is  granted
pursuant  to the  Plan  or,  if  applicable,  such  other  person  who  holds an
outstanding Stock Award.

         (y) "Plan" means this OpticNet, Inc. 2000 Equity Incentive Plan.

         (z) "Rule 16b-3" means Rule 16b-3 promulgated under the Exchange Act or
any successor to Rule 16b-3, as in effect from time to time.

         (aa) "Securities Act" means the Securities Act of 1933, as amended.

         (bb) "Stock Award" means any right granted under the Plan, including an
Option, a stock bonus and a right to acquire restricted stock.

         (cc) "Stock  Award  Agreement"  means a written  agreement  between the
Company and a holder of a Stock Award  evidencing the terms and conditions of an
individual Stock Award grant. Each Stock Award Agreement shall be subject to the
terms and conditions of the Plan.

         (dd) "Ten Percent Shareholder" means a person who 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 of any of its Affiliates.

3.       ADMINISTRATION.

         (a) Administration by Board. The Board shall administer the Plan unless
and until the Board  delegates  administration  to a  Committee,  as provided in
subsection 3(c).

         (b) Powers of Board.  The Board  shall have the power,  subject to, and
within the limitations of, the express provisions of the Plan:

                  (i) To  determine  from  time to  time  which  of the  persons
eligible  under the Plan shall be granted Stock Awards;  when and how each Stock
Award shall be granted;  what type or  combination of types of Stock Award shall
be  granted;  the  provisions  of each Stock  Award  granted  (which need not be
identical),  including  the time or times when a person  shall be  permitted  to
receive  Common  Stock  pursuant to a Stock  Award;  and the number of shares of
Common  Stock with  respect to which a Stock Award shall be granted to each such
person.

                  (ii) To  construe  and  interpret  the Plan and  Stock  Awards
granted under it, and to establish,  amend and revoke rules and  regulations for
its  administration.  The Board, in the exercise of this power,  may correct any
defect,  omission or  inconsistency in the Plan or in any


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Stock Award Agreement,  in a manner and to the extent it shall deem necessary or
expedient to make the Plan fully effective.

                  (iii)  To  amend  the Plan or a Stock  Award  as  provided  in
Section 12.

                  (iv)  Generally,  to exercise  such powers and to perform such
acts as the Board deems  necessary or expedient to promote the best interests of
the Company which are not in conflict with the provisions of the Plan.

         (c) Delegation to Committee.

                  (i) General. The Board may delegate administration of the Plan
to a Committee or  Committees  of one (1) or more members of the Board,  and the
term "Committee" shall apply to any person or persons to whom such authority has
been delegated.  If  administration  is delegated to a Committee,  the Committee
shall  have,  in  connection  with the  administration  of the Plan,  the powers
theretofore  possessed  by the  Board,  including  the  power to  delegate  to a
subcommittee  any of the  administrative  powers the  Committee is authorized to
exercise (and  references  in this Plan to the Board shall  thereafter be to the
Committee  or  subcommittee),   subject,  however,  to  such  resolutions,   not
inconsistent  with the  provisions  of the Plan,  as may be adopted from time to
time by the Board. The Board may abolish the Committee at any time and revest in
the Board the administration of the Plan.

                  (ii) Committee Composition when Common Stock is Registered. At
such time as the Common  Stock is  registered  under  Section 12 of the Exchange
Act, in the  discretion of the Board,  a Committee may consist  solely of two or
more Outside  Directors,  in accordance with Section 162(m) of the Code,  and/or
solely of two or more Non-Employee Directors, in accordance with Rule 16b-3.

         (d) Effect of Board's Decision. All determinations, interpretations and
constructions  made by the Board in good faith shall not be subject to review by
any person and shall be final, binding and conclusive on all persons.

4.       SHARES SUBJECT TO THE PLAN.

         (a) Share Reserve.  Subject to the provisions of Section 11 relating to
adjustments  upon changes in Common  Stock,  the Common Stock that may be issued
pursuant  to  Stock  Awards  shall  not  exceed  in the  aggregate  one  million
(1,000,000) shares of Common Stock.

         (b) Reversion of Shares to the Share Reserve.  If any Stock Award shall
for any  reason  expire or  otherwise  terminate,  in whole or in part,  without
having been  exercised in full,  the shares of Common  Stock not acquired  under
such Stock Award shall revert to and again become  available for issuance  under
the Plan.

         (c) Source of Shares.  The shares of Common  Stock  subject to the Plan
may be unissued shares or reacquired shares, bought on the market or otherwise.


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5.       ELIGIBILITY.

         (a) Eligibility for Specific Stock Awards.  Incentive Stock Options may
be granted only to Employees.  Stock Awards other than  Incentive  Stock Options
may be granted to Employees, Directors and Consultants.

         (b) Ten Percent  Shareholders.  A Ten Percent  Shareholder shall not be
granted an Incentive Stock Option unless the exercise price of such Option is at
least one  hundred ten  percent  (110%) of the Fair  Market  Value of the Common
Stock  at the  date of  grant  and  the  Option  is not  exercisable  after  the
expiration of five (5) years from the date of grant.

         (c) Section 162(m) Limitation.  Subject to the provisions of Section 11
relating to adjustments  upon changes in the shares of Common Stock, no Employee
shall be eligible to be granted Options covering more than five hundred thousand
(500,000)  shares of Common Stock during any calendar year. This subsection 5(c)
shall not apply until (i) the earliest of: (1) the first  material  modification
of the Plan  (including  any  increase  in the number of shares of Common  Stock
reserved  for  issuance  under the Plan in  accordance  with Section 4); (2) the
issuance of all of the shares of Common Stock  reserved  for issuance  under the
Plan; (3) the  expiration of the Plan; or (4) the first meeting of  shareholders
at which  Directors  are to be elected  that occurs after the close of the third
calendar  year   following  the  calendar  year  in  which  occurred  the  first
registration of an equity security under Section 12 of the Exchange Act; or (ii)
such  other  date  required  by  Section  162(m)  of the Code and the  rules and
regulations promulgated thereunder.

                  (i) Consultants.  A Consultant shall be eligible for the grant
of a Stock  Award  only  if,  at the  time of  grant,  a Form  S-8  Registration
Statement  under the  Securities  Act ("Form  S-8") is available to register the
offer and the sale of the Company's securities to such Consultant because of the
nature of the  services  that the  Consultant  is  providing  to the Company and
because the  Consultant  is a natural  person,  or as otherwise  provided by the
rules governing the use of Form S-8, unless the Company determines both (i) that
such grant (A) shall be registered in another  manner under the  Securities  Act
(e.g.,  on  a  Form  S-3  Registration   Statement)  or  (B)  does  not  require
registration  under the Securities Act in order to comply with the  requirements
of the Securities Act, if applicable, and (ii) that such grant complies with the
securities laws of all other relevant jurisdictions.

6.       OPTION PROVISIONS.

         Each  Option  shall be in such form and shall  contain  such  terms and
conditions as the Board shall deem appropriate.  All Options shall be separately
designated  Incentive Stock Options or Nonstatutory Stock Options at the time of
grant,  and, if certificates are issued, a separate  certificate or certificates
will be issued for shares of Common Stock  purchased on exercise of each type of
Option.  The  provisions  of separate  Options need not be  identical,  but each
Option shall include (through incorporation of provisions hereof by reference in
the Option or otherwise) the substance of each of the following provisions:


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         (a) Term.  Subject to the  provisions of subsection  5(b) regarding Ten
Percent Shareholders, no Option shall be exercisable after the expiration of ten
(10) years from the date it was granted.

         (b)  Exercise  Price  of an  Incentive  Stock  Option.  Subject  to the
provisions of subsection 5(b) regarding Ten Percent  Shareholders,  the exercise
price of each Incentive  Stock Option shall be not less than one hundred percent
(100%) of the Fair Market Value of the Common Stock subject to the Option on the
date the Option is granted.  Notwithstanding  the foregoing,  an Incentive Stock
Option may be granted  with an  exercise  price lower than that set forth in the
preceding  sentence  if such  Option is granted  pursuant  to an  assumption  or
substitution for another option in a manner satisfying the provisions of Section
424(a) of the Code.

         (c) Exercise Price of a Nonstatutory  Stock Option.  The exercise price
of each  Nonstatutory  Stock Option shall be not less than  eighty-five  percent
(85%) of the Fair Market Value of the Common Stock  subject to the Option on the
date the Option is granted.  Notwithstanding the foregoing, a Nonstatutory Stock
Option may be granted  with an  exercise  price lower than that set forth in the
preceding  sentence  if such  Option is granted  pursuant  to an  assumption  or
substitution for another option in a manner satisfying the provisions of Section
424(a) of the Code.

         (d) Consideration. The purchase price of Common Stock acquired pursuant
to an Option shall be paid, to the extent  permitted by applicable  statutes and
regulations,  either (i) in cash at the time the Option is  exercised or (ii) at
the  discretion  of the  Board  at the  time  of the  grant  of the  Option  (or
subsequently in the case of a Nonstatutory  Stock Option) (1) by delivery to the
Company of other Common  Stock,  (2)  according  to a deferred  payment or other
similar  arrangement  with the  Optionholder  or (3) in any other  form of legal
consideration that may be acceptable to the Board. Unless otherwise specifically
provided in the Option,  the purchase price of Common Stock acquired pursuant to
an  Option  that is paid by  delivery  to the  Company  of  other  Common  Stock
acquired,  directly or indirectly from the Company, shall be paid only by shares
of the  Common  Stock of the  Company  that have been held for more than six (6)
months (or such longer or shorter  period of time  required to avoid a charge to
earnings for  financial  accounting  purposes).  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 not be made by deferred payment.

         In the case of any  deferred  payment  arrangement,  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 amounts other than amounts  stated to be interest
under the deferred payment arrangement.

         (e)  Transferability  of an Incentive Stock Option.  An Incentive Stock
Option  shall not be  transferable  except by will or by the laws of descent and
distribution  and shall be exercisable  during the lifetime of the  Optionholder
only by the Optionholder.  Notwithstanding the foregoing,  the Optionholder may,
by  delivering  written  notice to the Company,  in a form


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satisfactory  to the  Company,  designate a third party who, in the event of the
death of the Optionholder, shall thereafter be entitled to exercise the Option.

         (f)  Transferability  of a  Nonstatutory  Stock Option.  A Nonstatutory
Stock Option granted prior to the Listing Date shall not be transferable  except
by will or by the laws of descent and  distribution  and, to the extent provided
in the Option  Agreement,  and shall be  exercisable  during the lifetime of the
Optionholder only by the Optionholder. A Nonstatutory Stock Option granted on or
after the  Listing  Date shall be  transferable  to the extent  provided  in the
Option  Agreement.  If the  Nonstatutory  Stock  Option  does  not  provide  for
transferability,  then the  Nonstatutory  Stock Option shall not be transferable
except  by  will  or by the  laws of  descent  and  distribution  and  shall  be
exercisable  during the lifetime of the Optionholder  only by the  Optionholder.
Notwithstanding  the  foregoing,  the  Optionholder  may, by delivering  written
notice to the Company, in a form satisfactory to the Company,  designate a third
party who, in the event of the death of the  Optionholder,  shall  thereafter be
entitled to exercise the Option.

         (g)  Vesting  Generally.  The total  number  of shares of Common  Stock
subject to an Option may, but need not, vest and therefore become exercisable in
periodic  installments  that may,  but need not,  be equal.  The  Option  may be
subject to such other terms and  conditions  on the time or times when it may be
exercised (which may be based on performance or other criteria) as the Board may
deem  appropriate.  The vesting  provisions of individual  Options may vary. The
provisions  of  this  subsection  6(g)  are  subject  to any  Option  provisions
governing the minimum number of shares of Common Stock as to which an Option may
be exercised.

         (h) Termination of Continuous  Service.  In the event an Optionholder's
Continuous  Service  terminates  (other  than upon the  Optionholder's  death or
Disability), the Optionholder may exercise his or her Option (to the extent that
the  Optionholder  was  entitled  to  exercise  such  Option  as of the  date of
termination)  but only  within  such period of time ending on the earlier of (i)
the date  three (3)  months  following  the  termination  of the  Optionholder's
Continuous  Service (or such longer or shorter  period  specified  in the Option
Agreement), or (ii) the expiration of the term of the Option as set forth in the
Option Agreement. If, after termination,  the Optionholder does not exercise his
or her Option  within the time  specified  in the Option  Agreement,  the Option
shall terminate.

         (i) Extension of Termination Date. An  Optionholder's  Option Agreement
may also provide that if the exercise of the Option following the termination of
the Optionholder's  Continuous Service (other than upon the Optionholder's death
or  Disability)  would be prohibited at any time solely  because the issuance of
shares of Common Stock would  violate the  registration  requirements  under the
Securities  Act,  then the  Option  shall  terminate  on the  earlier of (i) the
expiration of the term of the Option set forth in subsection  6(a) or (ii) three
(3) months after the first date following the termination of the  Optionholder's
Continuous  Service that the exercise of the Option would not be in violation of
such registration requirements.  In addition,  pursuant to subsection 12(e), the
Board may amend any outstanding  Option to extend the termination  date (but not
beyond  ten (10)  years  from the date of grant) or to  accelerate  the  vesting
schedule of the Option.


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         (j)  Disability of  Optionholder.  In the event that an  Optionholder's
Continuous Service terminates as a result of the Optionholder's  Disability, the
Optionholder may exercise his or her Option (to the extent that the Optionholder
was entitled to exercise  such Option as of the date of  termination),  but only
within  such  period of time  ending on the  earlier of (i) the date twelve (12)
months following such termination (or such longer or shorter period specified in
the Option  Agreement)  or (ii) the  expiration of the term of the Option as set
forth in the Option Agreement. If, after termination,  the Optionholder does not
exercise his or her Option within the time  specified  herein,  the Option shall
terminate.

         (k)  Death  of  Optionholder.   In  the  event  (i)  an  Optionholder's
Continuous Service  terminates as a result of the  Optionholder's  death or (ii)
the  Optionholder  dies  within  the  period  (if any)  specified  in the Option
Agreement after the termination of the  Optionholder's  Continuous Service for a
reason  other than death,  then the Option may be  exercised  (to the extent the
Optionholder  was  entitled to exercise  such Option as of the date of death) by
the  Optionholder's  estate,  by a person who acquired the right to exercise the
Option by bequest or  inheritance  or by a person  designated  to  exercise  the
option upon the  Optionholder's  death pursuant to subsection  6(e) or 6(f), but
only  within the period  ending on the  earlier  of (1) the date  eighteen  (18)
months  following the date of death (or such longer or shorter period  specified
in the Option Agreement) or (2) the expiration of the term of such Option as set
forth in the Option  Agreement.  If,  after death,  the Option is not  exercised
within the time specified herein, the Option shall terminate.

         (l) Early Exercise.  The Option may, but need not,  include a provision
whereby  the  Optionholder  may  elect at any  time  before  the  Optionholder's
Continuous  Service  terminates  to exercise the Option as to any part or all of
the shares of Common  Stock  subject to the Option  prior to the full vesting of
the Option.  Subject to the  "Repurchase  Right and  Limitation"  in  subsection
10(g),  any unvested  shares of Common  Stock so  purchased  may be subject to a
repurchase  option in favor of the Company or to any other restriction the Board
determines to be appropriate.

         (m)  Right  of  Repurchase.   Subject  to  the  "Repurchase  Right  and
Limitation"  in  subsection  10(g),  the  Option  may,  but need not,  include a
provision  whereby  the  Company  may  elect,  prior  to the  Listing  Date,  to
repurchase  all or any part of the vested shares of Common Stock acquired by the
Optionholder pursuant to the exercise of the Option.

7.       PROVISIONS OF STOCK AWARDS OTHER THAN OPTIONS.

         (a) Stock Bonus  Awards.  Each stock bonus  agreement  shall be in such
form and shall  contain  such  terms and  conditions  as the  Board  shall  deem
appropriate.  The terms and conditions of stock bonus agreements may change from
time to time, and the terms and  conditions of separate  stock bonus  agreements
need not be identical,  but each stock bonus  agreement  shall include  (through
incorporation  of provisions  hereof by reference in the agreement or otherwise)
the substance of each of the following provisions:

                  (i)   Consideration.   A  stock   bonus  may  be   awarded  in
consideration for past services actually rendered to the Company or an Affiliate
for its benefit.


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                  (ii)  Vesting.  Shares of Common Stock awarded under the stock
bonus  agreement may, but need not, be subject to a share  repurchase  option in
favor of the Company in accordance  with a vesting  schedule to be determined by
the Board.

                  (iii) Termination of Participant's Continuous Service. Subject
to the  "Repurchase  Right and  Limitation" in subsection  10(g), in the event a
Participant's  Continuous Service  terminates,  the Company may reacquire any or
all of the shares of Common Stock held by the Participant  which have not vested
as of the date of termination under the terms of the stock bonus agreement.

                  (iv) Transferability.  For a stock bonus award made before the
Listing  Date,  rights to acquire  shares of Common  Stock under the stock bonus
agreement shall not be transferable except by will or by the laws of descent and
distribution  and shall be  exercisable  during the lifetime of the  Participant
only by the  Participant.  For a stock  bonus award made on or after the Listing
Date,  rights to acquire shares of Common Stock under the stock bonus  agreement
shall be transferable by the Participant  only upon such terms and conditions as
are set forth in the stock bonus agreement,  as the Board shall determine in its
discretion,  so long as Common  Stock  awarded  under the stock bonus  agreement
remains subject to the terms of the stock bonus agreement.

         (b) Restricted Stock Awards.  Each restricted stock purchase  agreement
shall be in such form and shall  contain such terms and  conditions as the Board
shall  deem  appropriate.  The  terms and  conditions  of the  restricted  stock
purchase  agreements  may change from time to time, and the terms and conditions
of separate restricted stock purchase agreements need not be identical, but each
restricted  stock purchase  agreement shall include  (through  incorporation  of
provisions  hereof by reference in the agreement or otherwise)  the substance of
each of the following provisions:

                  (i) Purchase  Price.  The purchase price under each restricted
stock purchase  agreement  shall be such amount as the Board shall determine and
designate  in such  restricted  stock  purchase  agreement;  provided,  that the
purchase  price of  restricted  stock awards shall not be less than  eighty-five
percent (85%) of the Common  Stock's Fair Market Value on the date such award is
made or at the  time  the  purchase  is  consummated.  (ii)  Consideration.  The
purchase  price of  Common  Stock  acquired  pursuant  to the  restricted  stock
purchase  agreement  shall be paid either:  (i) in cash at the time of purchase;
(ii) at the  discretion of the Board,  according to a deferred  payment or other
similar  arrangement with the  Participant;  or (iii) in any other form of legal
consideration  that may be acceptable to the Board in its discretion;  provided,
however,  that at any time that the Company is  incorporated  in Delaware,  then
payment of the Common  Stock's "par  value," as defined in the Delaware  General
Corporation Law, shall not be made by deferred payment.

                  (iii)  Vesting.  Shares of  Common  Stock  acquired  under the
restricted  stock  purchase  agreement  may, but need not, be subject to a share
repurchase  option in favor of the Company in accordance with a vesting schedule
to be determined by the Board.


                                       10

<PAGE>

                  (iv) Termination of Participant's  Continuous Service. Subject
to the  "Repurchase  Right and  Limitation" in subsection  10(g), in the event a
Participant's  Continuous  Service  terminates,  the Company may  repurchase  or
otherwise  reacquire  any or all of the  shares  of  Common  Stock  held  by the
Participant  which have not vested as of the date of termination under the terms
of the restricted stock purchase agreement.

                  (v) Transferability.  For a restricted stock award made before
the Listing Date,  rights to acquire shares of Common Stock under the restricted
stock purchase agreement shall not be transferable except by will or by the laws
of descent and distribution and shall be exercisable  during the lifetime of the
Participant  only by the  Participant.  For a restricted  stock award made on or
after the  Listing  Date,  rights to acquire  shares of Common  Stock  under the
restricted  stock purchase  agreement  shall be  transferable by the Participant
only upon such terms and  conditions  as are set forth in the  restricted  stock
purchase agreement,  as the Board shall determine in its discretion,  so long as
Common Stock awarded  under the  restricted  stock  purchase  agreement  remains
subject to the terms of the restricted stock purchase agreement.

8.       COVENANTS OF THE COMPANY.

         (a) Availability of Shares.  During the terms of the Stock Awards,  the
Company  shall keep  available at all times the number of shares of Common Stock
required to satisfy such Stock Awards.

         (b)  Securities Law  Compliance.  The Company shall seek to obtain from
each  regulatory  commission  or agency having  jurisdiction  over the Plan such
authority  as may be required to grant Stock Awards and to issue and sell shares
of Common Stock upon exercise of the Stock Awards; provided,  however, that this
undertaking  shall not require the Company to register  under the Securities Act
the Plan, any Stock Award or any Common Stock issued or issuable pursuant to any
such Stock Award. If, after reasonable efforts,  the Company is unable to obtain
from any such  regulatory  commission or agency the authority  which counsel for
the Company  deems  necessary  for the lawful  issuance and sale of Common Stock
under the Plan,  the Company shall be relieved from any liability for failure to
issue and sell Common Stock upon  exercise of such Stock Awards unless and until
such authority is obtained.

9.       USE OF PROCEEDS FROM STOCK.

         Proceeds  from the sale of Common Stock  pursuant to Stock Awards shall
constitute general funds of the Company.

10.      MISCELLANEOUS.

         (a) Acceleration of  Exercisability  and Vesting.  The Board shall have
the power to  accelerate  the time at which a Stock Award may first be exercised
or the  time  during  which a Stock  Award  or any  part  thereof  will  vest in
accordance  with the Plan,  notwithstanding  the  provisions  in the Stock Award
stating the time at which it may first be  exercised or the time during which it
will vest.


                                      11.

<PAGE>

         (b) Shareholder Rights. No Participant shall be deemed to be the holder
of, or to have any of the  rights of a holder  with  respect  to,  any shares of
Common Stock subject to such Stock Award unless and until such  Participant  has
satisfied  all  requirements  for  exercise of the Stock  Award  pursuant to its
terms.

         (c) No Employment or other Service  Rights.  Nothing in the Plan or any
instrument  executed or Stock Award granted  pursuant  thereto shall confer upon
any  Participant  any right to continue to serve the Company or an  Affiliate in
the  capacity in effect at the time the Stock Award was granted or shall  affect
the right of the Company or an Affiliate to terminate  (i) the  employment of an
Employee with or without notice and with or without cause, (ii) the service of a
Consultant pursuant to the terms of such Consultant's agreement with the Company
or an Affiliate or (iii) the service of a Director pursuant to the Bylaws of the
Company or an Affiliate,  and any applicable  provisions of the corporate law of
the state in which the Company or the Affiliate is incorporated, as the case may
be.

         (d) Incentive Stock Option $100,000 Limitation.  To the extent that the
aggregate  Fair Market Value  (determined  at the time of grant) of Common Stock
with respect to which Incentive Stock Options are exercisable for the first time
by any Optionholder during any calendar year (under all plans of the Company and
its Affiliates) exceeds one hundred thousand dollars ($100,000),  the Options or
portions  thereof which exceed such limit  (according to the order in which they
were granted) shall be treated as Nonstatutory Stock Options.

         (e) Investment Assurances. The Company may require a Participant,  as a
condition of exercising or acquiring  Common Stock under any Stock Award, (i) to
give  written  assurances  satisfactory  to the Company as to the  Participant's
knowledge and  experience in financial and business  matters  and/or to employ a
purchaser   representative   reasonably  satisfactory  to  the  Company  who  is
knowledgeable  and experienced in financial and business  matters and that he or
she  is  capable  of   evaluating,   alone  or  together   with  the   purchaser
representative,  the merits and risks of exercising the Stock Award; and (ii) to
give written assurances satisfactory to the Company stating that the Participant
is acquiring Common Stock subject to the Stock Award for the  Participant's  own
account and not with any present intention of selling or otherwise  distributing
the Common Stock. The foregoing requirements,  and any assurances given pursuant
to such requirements,  shall be inoperative if (1) the issuance of the shares of
Common  Stock upon the exercise or  acquisition  of Common Stock under the Stock
Award  has  been  registered  under  a  then  currently  effective  registration
statement  under the Securities Act or (2) as to any particular  requirement,  a
determination  is made by counsel for the Company that such requirement need not
be met in the  circumstances  under the then  applicable  securities  laws.  The
Company  may,  upon  advice of counsel to the  Company,  place  legends on stock
certificates   issued  under  the  Plan  as  such  counsel  deems  necessary  or
appropriate in order to comply with applicable securities laws,  including,  but
not limited to, legends restricting the transfer of the Common Stock.

         (f) Withholding  Obligations.  To the extent provided by the terms of a
Stock Award Agreement,  the Participant may satisfy any federal,  state or local
tax  withholding  obligation  relating to the exercise or  acquisition of Common
Stock  under a Stock  Award by any of the


                                       12

<PAGE>

following  means  (in  addition  to the  Company's  right to  withhold  from any
compensation paid to the Participant by the Company) or by a combination of such
means:  (i) tendering a cash payment;  (ii)  authorizing the Company to withhold
shares of Common Stock from the shares of Common Stock otherwise issuable to the
Participant as a result of the exercise or acquisition of Common Stock under the
Stock Award, provided, however, that no shares of Common Stock are withheld with
a value  exceeding the minimum  amount of tax required to be withheld by law; or
(iii) delivering to the Company owned and unencumbered shares of Common Stock.

         (g)  Repurchase  Right  and  Limitation.  The  terms  of any  right  of
repurchase  shall be  specified  in the  Stock  Award  and may be either at Fair
Market Value at the time of repurchase or at not less than the original purchase
price.

11.      ADJUSTMENTS UPON CHANGES IN STOCK.

         (a)  Capitalization  Adjustments.  If any  change is made in the Common
Stock subject to the Plan, or subject to any Stock Award, without the receipt of
consideration  by the Company (through  merger,  consolidation,  reorganization,
recapitalization,  reincorporation,  stock dividend,  dividend in property other
than cash, stock split, liquidating dividend, combination of shares, exchange of
shares,  change in corporate  structure or other  transaction  not involving the
receipt  of  consideration  by the  Company),  the  Plan  will be  appropriately
adjusted in the class(es) and maximum  number of securities  subject to the Plan
pursuant to  subsection  4(a) and the maximum  number of  securities  subject to
award to any person  pursuant to  subsection  5(c),  and the  outstanding  Stock
Awards will be appropriately  adjusted in the class(es) and number of securities
and price per share of Common Stock  subject to such  outstanding  Stock Awards.
The Board shall make such  adjustments,  and its  determination  shall be final,
binding and conclusive.  (The  conversion of any  convertible  securities of the
Company shall not be treated as a transaction "without receipt of consideration"
by the Company.)

         (b)  Dissolution  or  Liquidation.  In the  event of a  dissolution  or
liquidation of the Company,  then all  outstanding  Stock Awards shall terminate
immediately prior to such event.

         (c) Corporate Transactions.  In the event of (i) a sale, lease or other
disposition  of all or  substantially  all of the assets of the Company,  (ii) a
merger or consolidation in which the Company is not the surviving corporation or
(iii) a reverse merger in which the Company is the surviving corporation but the
shares  of  Common  Stock  outstanding  immediately  preceding  the  merger  are
converted  by virtue of the merger into other  property,  whether in the form of
securities,  cash or otherwise (individually,  a "Corporate Transaction"),  then
any surviving corporation or acquiring corporation shall assume any Stock Awards
outstanding  under the Plan or shall substitute  similar stock awards (including
an award to  acquire  the same  consideration  paid to the  shareholders  in the
Corporate  Transaction for those  outstanding  under the Plan). In the event any
surviving  corporation  or  acquiring  corporation  refuses to assume such Stock
Awards or to  substitute  similar stock awards for those  outstanding  under the
Plan,  then with respect to Stock Awards held by Participants  whose  Continuous
Service  has  not  terminated,  the  vesting  of  such  Stock  Awards  (and,  if
applicable,  the time during which such Stock Awards may be exercised)  shall be
accelerated in full,  and the Stock Awards shall  terminate if not exercised (if
applicable) at or prior to the Corporate Transaction.  With respect to any other
Stock Awards


                                       13

<PAGE>

outstanding  under the Plan,  such Stock Awards shall terminate if not exercised
(if applicable) prior to the Corporate Transaction.

12.      AMENDMENT OF THE PLAN AND STOCK AWARDS.

         (a)  Amendment of Plan.  The Board at any time,  and from time to time,
may  amend  the Plan.  Amendments  shall be  effective  immediately  upon  Board
approval unless shareholder approval is necessary to satisfy the requirements of
Section 422 of the Code, Rule 16b-3 or any Nasdaq or securities exchange listing
requirements.  Shareholder  approval  is  not  necessary  for  adjustments  made
pursuant to Section 11 of the Plan.

         (b) Shareholder Approval. The Board may, in its sole discretion, submit
any other amendment to the Plan for  shareholder  approval,  including,  but not
limited to,  amendments  to the Plan  intended to satisfy  the  requirements  of
Section  162(m)  of the  Code  and  the  regulations  thereunder  regarding  the
exclusion  of  performance-based   compensation  from  the  limit  on  corporate
deductibility of compensation paid to certain executive officers.

         (c)  Contemplated  Amendments.  It is expressly  contemplated  that the
Board may amend the Plan in any respect the Board deems  necessary  or advisable
to provide  eligible  Employees  with the  maximum  benefits  provided  or to be
provided  under  the  provisions  of the  Code and the  regulations  promulgated
thereunder  relating to Incentive  Stock Options and/or to bring the Plan and/or
Incentive Stock Options granted under it into compliance therewith.

         (d) No  Impairment  of Rights.  Rights  under any Stock  Award  granted
before  amendment of the Plan shall not be impaired by any amendment of the Plan
unless (i) the  Company  requests  the consent of the  Participant  and (ii) the
Participant consents in writing.

         (e) Amendment of Stock Awards.  The Board at any time, and from time to
time,  may amend the terms of any one or more Stock Awards;  provided,  however,
that the  rights  under  any  Stock  Award  shall  not be  impaired  by any such
amendment  unless (i) the Company  requests the consent of the  Participant  and
(ii) the Participant consents in writing.

13.      TERMINATION OR SUSPENSION OF THE PLAN.

         (a) Plan Term. The Board may suspend or terminate the Plan at any time.
Unless sooner  terminated,  the Plan shall terminate on the day before the tenth
(10th)  anniversary  of the date the Plan is adopted by the Board or approved by
the  shareholders of the Company,  whichever is earlier.  No Stock Awards may be
granted under the Plan while the Plan is suspended or after it is terminated.

         (b) No Impairment  of Rights.  Suspension  or  termination  of the Plan
shall not impair rights and obligations  under any Stock Award granted while the
Plan is in effect except with the written consent of the Participant.


                                       14

<PAGE>

14.      EFFECTIVE DATE OF PLAN.

         The Plan shall become  effective  as  determined  by the Board,  but no
Stock  Award shall be  exercised  (or,  in the case of a stock  bonus,  shall be
granted) unless and until the Plan has been approved by the  shareholders of the
Company,  which  approval shall be within twelve (12) months before or after the
date the Plan is adopted by the Board.

15.      CHOICE OF LAW.

         The  law  of  the  State  of  California  shall  govern  all  questions
concerning the construction,  validity and  interpretation of this Plan, without
regard to such state's conflict of laws rules.