ARKONA, INC.

                2001 STOCK INCENTIVE PLAN (AMENDED AND RESTATED)

         1. Purpose.  The purpose of this 2001 Incentive Stock Plan (Amended and
Restated) (the "Plan") is to enable Arkona,  Inc. (the "Company") to attract and
retain the services of (i)  selected  employees,  officers and  directors of the
Company or any parent or subsidiary of the Company and (ii) selected nonemployee
agents, consultants,  advisers and independent contractors of the Company or any
parent or  subsidiary  of the  Company.  For  purposes of this Plan, a person is
considered  to be  employed by or in the service of the Company if the person is
employed by or in the service of the Company or any parent or  subsidiary of the
Company (an "Employer").

         2. Shares Subject to the Plan.  Subject to adjustment as provided below
and in Section  10, the  shares to be  offered  under the Plan shall  consist of
Common Stock of the Company, and the total number of shares of Common Stock that
may be  issued  under  the Plan  shall be  9,000,000  shares.  If an  option  or
Performance-based  Award (as  defined  below)  granted  under the Plan  expires,
terminates  or is  canceled,  the  unissued  shares  subject  to that  option or
Performance-based  Award  shall  again be  available  under the Plan.  If shares
awarded as a bonus pursuant to Section 7 or sold pursuant to Section 8 under the
Plan are  forfeited  to or  repurchased  by the  Company,  the  number of shares
forfeited or repurchased shall again be available under the Plan.

         3. Effective Date and Duration of Plan.

                  3.1  Effective  Date.  The Plan shall  become  effective as of
December  1, 2001.  Options,  and  Performance-based  Awards may be granted  and
shares  may be  awarded  as bonuses or sold under the Plan at any time after the
effective date and before termination of the Plan.

                  3.2  Duration.  The Plan shall  continue  in effect  until all
shares  available  for  issuance  under  the  Plan  have  been  issued  and  all
restrictions  on the shares have lapsed.  The Board of Directors  may suspend or
terminate the Plan at any time except with respect to options, Performance-based
Awards  and shares  subject to  restrictions  then  outstanding  under the Plan.
Termination shall not affect any outstanding options,  Performance-based Awards,
any right of the Company to repurchase  shares or the  forfeitability  of shares
issued under the Plan.

         4.       Administration.

                  4.1 Board of Directors.  The Plan shall be administered by the
Board of Directors of the  Company,  which shall  determine  and  designate  the
individuals to whom awards shall be made, the amount of the awards and the other


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terms and  conditions of the awards.  Subject to the provisions of the Plan, the
Board of  Directors  may adopt  and amend  rules  and  regulations  relating  to
administration of the Plan, advance the lapse of any waiting period,  accelerate
any exercise date, waive or modify any restriction  applicable to shares (except
those  restrictions  imposed  by law) and make all other  determinations  in the
judgment of the Board of Directors necessary or desirable for the administration
of the Plan. The  interpretation  and construction of the provisions of the Plan
and related  agreements by the Board of Directors shall be final and conclusive.
The  Board of  Directors  may  correct  any  defect or supply  any  omission  or
reconcile  any  inconsistency  in the Plan or in any  related  agreement  in the
manner and to the extent it deems  expedient to carry the Plan into effect,  and
the Board of Directors shall be the sole and final judge of such expediency.

                  4.2  Committee.  The Board of  Directors  may  delegate to any
committee of the Board of Directors (the  "Committee")  any or all authority for
administration  of the Plan.  If authority is  delegated to the  Committee,  all
references  to the Board of  Directors  in the Plan shall mean and relate to the
Committee,  except (i) as otherwise  provided by the Board of Directors and (ii)
only the Board of  Directors  may amend or  terminate  the Plan as  provided  in
Sections 3, 10 and 11.

         5. Types of Awards;  Eligibility;  Limitations.  The Board of Directors
may,  from  time  to  time,  take  the  following  actions,   separately  or  in
combination,  under the Plan:  (i) grant  options that are not  Incentive  Stock
Options as  defined in Section  422 of the  Internal  Revenue  Code of 1986,  as
amended (the "Code")  ("Non-Statutory Stock Options");  (ii) award stock bonuses
as  provided  in Section 7; and (iii) sell  shares  subject to  restrictions  as
provided  in Section 8; and (iv) award  Performance-based  Awards as provided in
Section 9. Awards may be made to employees, including employees who are officers
or directors,  and to other  individuals  described in Section 1 selected by the
Board of Directors.  The Board of Directors shall select the individuals to whom
awards  shall be made and shall  specify the action  taken with  respect to each
individual  to  whom an  award  is  made.  At the  discretion  of the  Board  of
Directors,  an  individual  may be given an  election to  surrender  an award in
exchange for the grant of a new award.

         6. Option Grants.

                  6.1 Terms of Grant.  The Board of Directors  may grant options
under the Plan. With respect to each option grant,  the Board of Directors shall
determine the number of shares subject to the option,  the exercise  price,  the
period of the option and the time or times at which the option may be exercised,
and any other terms,  conditions or restrictions  related to the Option.  At the
time of the grant of an option or at any time thereafter, the Board of Directors
may provide  that an optionee  who  exercised an option with Common Stock of the
Company shall  automatically  receive a new option to purchase additional shares
equal to the  number  of  shares  surrendered  and may  specify  the  terms  and
conditions of such new options.

                  6.2 Exercise of Options.  Except as provided in Section 6.4 or
as determined by the Board of Directors, no option granted under the Plan may be


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exercised  unless at the time of exercise  the optionee is employed by or in the
service of the Company and shall have been so employed or provided  such service
continuously  since the date the  option  was  granted.  Except as  provided  in
Sections 6.4 and 10,  options  granted under the Plan may be exercised from time
to time over the period stated in each option in amounts and at times prescribed
by the Board of  Directors,  provided  that  options  may not be  exercised  for
fractional  shares.  In the  event  the Board of  Directors  does not  specify a
vesting schedule for any Option at the time of grant,  such option (a) shall not
be  exercisable  until  12  months  after  the  Grant  Date,  (b)  shall  become
exercisable  for 1/3 of the total number of shares subject thereto at the end of
12 months following the grant date and (c) shall become exercisable with respect
to 1/36 of the total  number of shares at the end of each month  thereafter,  so
that the option will be fully exercisable on the third anniversary of the grant.
Unless otherwise  determined by the Board of Directors,  if an optionee does not
exercise  an option  in any one year for the full  number of shares to which the
optionee is entitled in that year, the optionee's rights shall be cumulative and
the optionee may purchase those shares in any subsequent year during the term of
the option.

                  6.3  Nontransferability.  Unless  otherwise  determined by the
Board of Directors (either at or following the time of grant), each other option
granted   under  the  Plan  by  its  terms  (i)  shall  be   nonassignable   and
nontransferable  by the  optionee,  either  voluntarily  or by operation of law,
except  by will or by the  laws of  descent  and  distribution  of the  state or
country of the  optionee's  domicile  at the time of death,  and (ii) during the
optionee's lifetime, shall be exercisable only by the optionee.

                  6.4        Termination of Employment or Service.

                          6.4(a) General Rule.  Unless  otherwise  determined by
        the Board of Directors (either at or following the time of grant), if an
        optionee's  employment  or service with the Company  terminates  for any
        reason  other than because of total  disability  or death as provided in
        Sections  6.4(b) and 6.4(c),  his or her option may be  exercised at any
        time before the  expiration  date of the option or the  expiration of 30
        days after the date of termination, whichever is the shorter period, but
        only if and to the extent the  optionee  was  entitled to  exercise  the
        option at the date of termination.

                           6.4(b)  Termination   Because  of  Total  Disability.
         Unless otherwise determined by the Board of Directors, if an optionee's
         employment  or service  with the  Company  terminates  because of total
         disability,  his or her option may be  exercised at any time before the
         expiration  date of the option or before  the date 12 months  after the
         date of termination,  whichever is the shorter period,  but only if and
         to the extent the  optionee  was entitled to exercise the option at the
         date of  termination.  The term  "total  disability"  means a medically
         determinable  mental or physical  impairment that is expected to result
         in death or has lasted or is expected to last for a  continuous  period
         of 12 months or more and that,  in the  opinion of the  Company and two
         independent physicians, causes the optionee to be unable to perform his
         or her duties as an employee,  director,  officer or  consultant of the


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         Employer and unable to be engaged in any substantial  gainful activity.
         Total  disability  shall be  deemed to have  occurred  on the first day
         after the two  independent  physicians  have  furnished  their  written
         opinion of total  disability to the Company and the Company has reached
         an opinion of total disability.

                           6.4(c) Termination Because of Death. Unless otherwise
         determined  by the  Board  of  Directors,  if an  optionee  dies  while
         employed by or providing service to the Company,  his or her option may
         be  exercised at any time before the  expiration  date of the option or
         before  the date 12 months  after the date of death,  whichever  is the
         shorter period, but only if and to the extent the optionee was entitled
         to  exercise  the option at the date of death and only by the person or
         persons to whom the  optionee's  rights  under the option shall pass by
         the optionee's  will or by the laws of descent and  distribution of the
         state or country of domicile at the time of death.

                           6.4(d)  Amendment of Exercise  Period  Applicable  to
         Termination.  The Board of Directors  may at any time extend the 30-day
         and  12-month  exercise  periods any length of time not longer than the
         original  expiration date of the option.  The Board of Directors may at
         any time increase the portion of an option that is exercisable, subject
         to terms and conditions determined by the Board of Directors.

                           6.4(e) Failure to Exercise Option. To the extent that
         the option of any deceased optionee or any optionee whose employment or
         service  terminates is not exercised within the applicable  period, all
         further  rights to purchase  shares  pursuant to the option shall cease
         and terminate.

                           6.4(f) Leave of Absence. Absence on leave approved by
         the Employer or on account of illness or disability shall not be deemed
         a  termination  or  interruption  of  employment  or  service.   Unless
         otherwise  determined  by the Board of  Directors,  vesting  of options
         shall continue  during a medical,  family or military leave of absence,
         whether  paid or unpaid,  and  vesting of  options  shall be  suspended
         during any other unpaid leave of absence.

                  6.5      Purchase of Shares.

                           6.5(a)  Notice  of  Exercise.  Unless  the  Board  of
         Directors determines  otherwise,  shares may be acquired pursuant to an
         option  granted  under  the Plan  only upon the  Company's  receipt  of
         written notice from the optionee of the optionee's  binding  commitment
         to  purchase  shares,  specifying  the  number of shares  the  optionee
         desires to purchase under the option and the date on which the optionee
         agrees to complete the transaction, and, if required to comply with the
         Securities  Act  of  1933  and/or   governing  state  securities  laws,
         containing  a  representation  that it is the  optionee's  intention to
         acquire the shares for investment and not with a view to distribution.

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                          6.5(b)   Payment.   Unless  the  Board  of   Directors
        determines  otherwise  (either at or following the time or grant), on or
        before the date  specified  for  completion  of the  purchase  of shares
        pursuant to an option  exercise,  the optionee  must pay the Company the
        full  purchase  price of those  shares in cash or by check or,  with the
        consent of the Board of Directors,  in whole or in part, in Common Stock
        of the Company  valued at fair market value,  restricted  stock or other
        contingent awards denominated in either stock or cash,  promissory notes
        and other forms of  consideration.  Unless  otherwise  determined by the
        Board of Directors, any Common Stock provided in payment of the purchase
        price must have been previously acquired and held by the optionee for at
        least six months.  The fair  market  value of Common  Stock  provided in
        payment of the purchase  price shall be the closing  price of the Common
        Stock last reported  before the time payment in Common Stock is made or,
        if  earlier,  committed  to be made,  if the  Common  Stock is  publicly
        traded,  or another  value of the Common Stock as specified by the Board
        of  Directors.  No shares  shall be issued  until full  payment  for the
        shares has been made,  including  all amounts owed for tax  withholding.
        With the consent of the Board of Directors,  an optionee may request the
        Company  to apply  automatically  the  shares  to be  received  upon the
        exercise of a portion of a stock option (even though stock  certificates
        have not yet been issued) to satisfy the purchase  price for  additional
        portions of the option.

                           6.5(c)  Tax   Withholding.   Each  optionee  who  has
         exercised an option shall,  immediately upon notification of the amount
         due, if any, pay to the Company in cash or by check  amounts  necessary
         to satisfy  any  applicable  federal,  state and local tax  withholding
         requirements.  If additional  withholding is or becomes  required (as a
         result of exercise of an option or as a result of disposition of shares
         acquired pursuant to exercise of an option) beyond any amount deposited
         before  delivery  of the  certificates,  the  optionee  shall  pay such
         amount,  in cash or by check, to the Company on demand. If the optionee
         fails to pay the  amount  demanded,  the  Company or the  Employer  may
         withhold  that  amount  from other  amounts  payable  to the  optionee,
         including  salary,  subject to applicable  law. With the consent of the
         Board of Directors,  an optionee may satisfy this obligation,  in whole
         or in part, by  instructing  the Company to withhold from the shares to
         be issued upon exercise or by delivering to the Company other shares of
         Common Stock; provided,  however, that the number of shares so withheld
         or delivered  shall not exceed the minimum amount  necessary to satisfy
         the required withholding obligation.

                           6.5(d)  Reduction  of  Reserved   Shares.   Upon  the
         exercise of an option, the number of shares reserved for issuance under
         the Plan shall be reduced by the number of shares  issued upon exercise
         of the option (less the number of any shares surrendered in payment for
         the exercise price or withheld to satisfy withholding requirements).

                  6.6  Limitations  on Grants to  Non-Exempt  Employees.  Unless
otherwise determined by the Board of Directors, if an employee of the Company or


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any parent or subsidiary of the Company is a non-exempt  employee subject to the
overtime  compensation  provisions of Section 7 of the Fair Labor  Standards Act
(the  "FLSA"),  any  option  granted  to that  employee  shall be subject to the
following restrictions: (i) the option price shall be at least 85 percent of the
fair market value, as described in Section 6.2 4, of the Common Stock subject to
the  option  on the  date it is  granted;  and  (ii)  the  option  shall  not be
exercisable  until at least six months  after the date it is granted;  provided,
however,  that this six-month  restriction on exercisability will cease to apply
if the  employee  dies,  becomes  disabled  or  retires,  there is a  change  in
ownership of the Company, or in other circumstances permitted by regulation, all
as prescribed in Section 7(e)(8)(B) of the FLSA.

         7. Stock  Bonuses.  The Board of  Directors  may award shares under the
Plan as stock bonuses.  Shares awarded as a bonus shall be subject to the terms,
conditions  and  restrictions   determined  by  the  Board  of  Directors.   The
restrictions may include restrictions concerning  transferability and forfeiture
of the shares awarded,  together with any other  restrictions  determined by the
Board of Directors.  The Board of Directors may require the recipient to sign an
agreement as a condition of the award,  but may not require the recipient to pay
any  monetary   consideration  other  than  amounts  necessary  to  satisfy  tax
withholding  requirements.  The  agreement  may contain  any terms,  conditions,
restrictions, representations and warranties required by the Board of Directors.
The certificates representing the shares awarded shall bear any legends required
by the Board of  Directors.  The Company may  require any  recipient  of a stock
bonus to pay to the Company in cash or by check upon demand amounts necessary to
satisfy any applicable federal, state or local tax withholding requirements.  If
the recipient fails to pay the amount demanded,  the Company or the Employer may
withhold  that amount from other  amounts  payable to the  recipient,  including
salary, subject to applicable law. With the consent of the Board of Directors, a
recipient may satisfy this  obligation,  in whole or in part, by instructing the
Company to withhold from any shares to be issued or by delivering to the Company
other shares of Common Stock;  provided,  however,  that the number of shares so
withheld or delivered  shall not exceed the minimum amount  necessary to satisfy
the required  withholding  obligation.  Upon the issuance of a stock bonus,  the
number of shares  reserved for  issuance  under the Plan shall be reduced by the
number of shares  issued,  less the number of shares  withheld or  delivered  to
satisfy withholding obligations.

         8. Restricted  Stock. The Board of Directors may issue shares under the
Plan for any consideration  (including promissory notes and services) determined
by the Board of Directors.  Shares issued under the Plan shall be subject to the
terms,  conditions and  restrictions  determined by the Board of Directors.  The
restrictions may include restrictions concerning transferability,  repurchase by
the  Company  and  forfeiture  of the  shares  issued,  together  with any other
restrictions  determined  by the Board of  Directors.  All Common  Stock  issued
pursuant to this Section 8 shall be subject to a purchase agreement, which shall
be executed by the Company and the  prospective  purchaser of the shares  before
the  delivery of  certificates  representing  the shares to the  purchaser.  The
purchase   agreement   may   contain   any  terms,   conditions,   restrictions,
representations  and  warranties  required  by  the  Board  of  Directors.   The


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certificates  representing  the shares  shall bear any  legends  required by the
Board of Directors. The Company may require any purchaser of restricted stock to
pay to the Company in cash or by check upon demand amounts  necessary to satisfy
any applicable  federal,  state or local tax  withholding  requirements.  If the
purchaser  fails to pay the amount  demanded,  the Company or the  Employer  may
withhold  that amount from other  amounts  payable to the  purchaser,  including
salary, subject to applicable law. With the consent of the Board of Directors, a
purchaser may satisfy this  obligation,  in whole or in part, by instructing the
Company to withhold from any shares to be issued or by delivering to the Company
other shares of Common Stock;  provided,  however,  that the number of shares so
withheld or delivered  shall not exceed the minimum amount  necessary to satisfy
the required withholding obligation.  Upon the issuance of restricted stock, the
number of shares  reserved for  issuance  under the Plan shall be reduced by the
number of shares  issued,  less the number of shares  withheld or  delivered  to
satisfy withholding obligations.

         9.  Performance-based  Awards.  To the extent  counsel  for the Company
determines  that the  applicable  grants to qualify,  the Board of Directors may
grant  awards  intended to qualify as qualified  performance-based  compensation
under   Section   162(m)   of  the   Code   and   the   regulations   thereunder
("Performance-based  Awards").  Performance-based Awards shall be denominated at
the time of grant  either in Common  Stock  ("Stock  Performance  Awards") or in
dollar amounts ("Dollar Performance Awards").  Payment under a Stock Performance
Award or a Dollar  Performance  Award shall be made,  at the  discretion  of the
Board of Directors, in Common Stock ("Performance Shares"), or in cash or in any
combination thereof.  Performance-based Awards shall be subject to the following
terms and conditions:

                  9.1 Award Period.  The Board of Directors  shall determine the
period of time for which a Performance-based Award is made (the "Award Period").

                  9.2  Performance  Goals and  Payment.  The Board of  Directors
shall establish in writing objectives  ("Performance Goals") that must be met by
the Company or any subsidiary,  division or other unit of the Company ("Business
Unit")  during the Award Period as a condition  to payment  being made under the
Performance-based  Award.  The Performance  Goals for each award shall be one or
more targeted levels of performance with respect to one or more of the following
objective  measures with respect to the Company or any Business Unit:  earnings,
earnings per share, stock price increase,  total shareholder return (stock price
increase plus dividends), return on equity, return on assets, return on capital,
economic value added, revenues, operating income, inventories,  inventory turns,
cash  flows  or  any  of  the  foregoing  before  the  effect  of  acquisitions,
divestitures,   accounting  changes,   and  restructuring  and  special  charges
(determined  according to criteria  established by the Board of Directors).  The
Board of Directors shall also establish the number of Performance  Shares or the
amount  of cash  payment  to be  made  under a  Performance-based  Award  if the
Performance Goals are met or exceeded, including the fixing of a maximum payment
(subject  to  Section  9.4).   The  Board  of  Directors  may  establish   other
restrictions  to payment under a  Performance-based  Award,  such as a continued
employment  requirement,  in addition to satisfaction of the Performance  Goals.


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Some or all of the Performance  Shares may be issued at the time of the award as
restricted shares subject to forfeiture in whole or in part if Performance Goals
or, if applicable, other restrictions are not satisfied.

                  9.3  Computation of Payment.  During or after an Award Period,
the  performance  of the Company or Business  Unit,  as  applicable,  during the
period shall be measured against the Performance Goals. If the Performance Goals
are not met, no payment shall be made under a  Performance-based  Award.  If the
Performance Goals are met or exceeded, the Board of Directors shall certify that
fact in writing  and  certify  the number of  Performance  Shares  earned or the
amount of cash  payment  to be made  under  the  terms of the  Performance-based
Award.

                  9.4 Maximum  Awards.  No participant may receive in any fiscal
year Stock Performance Awards under which the aggregate amount payable under the
Awards  exceeds  the  equivalent  of  500,000  shares of Common  Stock or Dollar
Performance  Awards under which the  aggregate  amount  payable under the Awards
exceeds $500,000.

                  9.5  Tax  Withholding.   Each  participant  who  has  received
Performance  Shares  shall,  upon  notification  of the amount  due,  pay to the
Company in cash or by check amounts necessary to satisfy any applicable federal,
state and local tax withholding  requirements.  If the participant  fails to pay
the amount  demanded,  the Company or the Employer may withhold that amount from
other  amounts  payable  to  the  participant,   including  salary,  subject  to
applicable  law. With the consent of the Board of Directors,  a participant  may
satisfy this  obligation,  in whole or in part,  by  instructing  the Company to
withhold  from any shares to be issued or by  delivering  to the  Company  other
shares  of  Common  Stock;  provided,  however,  that the  number  of  shares so
delivered or withheld shall not exceed the minimum  amount  necessary to satisfy
the required withholding obligation.

                  9.6   Effect   on  Shares   Available.   The   payment   of  a
Performance-based  Award in cash shall not reduce the number of shares of Common
Stock reserved for issuance under the Plan. The number of shares of Common Stock
reserved  for  issuance  under the Plan shall be reduced by the number of shares
issued upon payment of an award, less the number of shares delivered or withheld
to satisfy withholding obligations.

         10.      Changes in Capital Structure.

                  10.1 Stock Splits, Stock Dividends.  If the outstanding Common
Stock of the Company is  hereafter  increased  or  decreased  or changed into or
exchanged  for a different  number or kind of shares or other  securities of the
Company by reason of any stock split, combination of shares, dividend payable in
shares,  recapitalization or reclassification,  appropriate  adjustment shall be
made by the Board of  Directors in the number and kind of shares  available  for
grants under the Plan and in all other share  amounts set forth in the Plan.  In
addition, the Board of Directors shall make appropriate adjustment in the number
and kind of shares as to which  outstanding  options,  or portions  thereof then


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unexercised, shall be exercisable, so that the optionee's proportionate interest
before and after the occurrence of the event is maintained.  Notwithstanding the
foregoing,  the Board of  Directors  shall  have no  obligation  to  effect  any
adjustment that would or might result in the issuance of fractional  shares, and
any  fractional  shares  resulting  from any  adjustment  may be  disregarded or
provided  for in any  manner  determined  by the  Board of  Directors.  Any such
adjustments made by the Board of Directors shall be conclusive.

                  10.2 Mergers, Reorganizations,  Etc. In the event of a merger,
consolidation,  plan of exchange,  acquisition  of property or stock,  split-up,
split-off,  spin-off,  reorganization  or  liquidation to which the Company is a
party,  any sale,  lease,  exchange or other  transfer (in one  transaction or a
series of related  transactions) of all, or substantially  all, of the assets of
the  Company,  or the transfer by one or more  shareholders,  in one transfer or
several related transfers, of 50% of more of the Common Stock outstanding on the
date of such transfer (or the first of such related transfers) to persons, other
than  wholly-owned  subsidiaries or family trusts,  who were not shareholders of
the Company prior to the first such transfer (each, a "Transaction"),  the Board
of Directors  shall, in its sole discretion and to the extent possible under the
structure  of the  Transaction,  select one of the  following  alternatives  for
treating  outstanding  options under the Plan prior to the  consummation  of the
Transaction:

                           10.2(a) Outstanding options shall remain in effect in
         accordance with their terms.

                           10.2(b)  Outstanding  options shall be converted into
         options to purchase stock in one or more of the corporations, including
         the Company,  that are the surviving or acquiring  corporations  in the
         Transaction.  The  amount,  type  of  securities  subject  thereto  and
         exercise  price of the  converted  options  shall be  determined by the
         Board of  Directors  of the  Company,  taking into account the relative
         values of the companies  involved in the  Transaction  and the exchange
         rate,   if  any,   used  in   determining   shares  of  the   surviving
         corporation(s) to be held by holders of shares of the Company following
         the Transaction. Unless otherwise determined by the Board of Directors,
         the  converted  options  shall be vested  only to the  extent  that the
         vesting  requirements  relating to options granted  hereunder have been
         satisfied.

                           10.2(c) The Board of Directors shall provide a period
         of a least 10 days  before the  completion  of the  Transaction  during
         which  outstanding  options  may  be  exercised,  to  the  extent  then
         exercisable,  and upon the expiration of that period,  all  unexercised
         options shall immediately terminate. The Board of Directors may, in its
         sole discretion,  accelerate the exercisability of options so that they
         are exercisable in full during that period.

                  10.3     Dissolution  of  the  Company.  In the  event  of the
dissolution of the Company,  options shall be treated in accordance with Section
10.2(c).

                  10.4  Rights  Issued  by  Another  Corporation.  The  Board of
Directors may also grant options and stock bonuses and Performance-based  Awards


                                      -9-
<PAGE>

and issue restricted stock under the Plan with terms,  conditions and provisions
that vary from those  specified in the Plan,  provided  that any such awards are
granted in  substitution  for, or in connection with the assumption of, existing
options, stock bonuses,  Performance-based  Awards and restricted stock granted,
awarded or issued by another  corporation and assumed or otherwise  agreed to be
provided for by the Company pursuant to or by reason of a Transaction.

         11.  Amendment  of the  Plan.  The Board of  Directors  may at any time
modify or amend the Plan in any  respect.  Except as  provided  in  Section  10,
however, no change in an award already granted shall be made without the written
consent  of the  holder of the award if the change  would  adversely  affect the
holder.

         12. Approvals.  The Company's obligations under the Plan are subject to
the approval of state and federal  authorities or agencies with  jurisdiction in
the matter.  The  Company  will use its best  efforts to take steps  required by
state or federal law or applicable regulations,  including rules and regulations
of the  Securities  and Exchange  Commission and any stock exchange on which the
Company's  shares may then be listed,  in  connection  with the grants under the
Plan. The foregoing notwithstanding, the Company shall not be obligated to issue
or deliver  Common  Stock  under the Plan if such  issuance  or  delivery  would
violate state or federal  securities laws. Unless the Company  determines,  with
advice of counsel that such legend is not necessary,  certificates  representing
all shares of Common  Stock  issued in  connection  with the Plan will contain a
legend indicating that such shares of Common Stock are "restricted  securities,"
as defined  under Rule 144  promulgated  under the  Securities  Act of 1933,  as
amended,  and that such shares may not be  transferred  unless such  transfer is
registered  under the  Securities  Act and governing  state  securities  laws or
exempt from the registration requirements of the same.

         13.  Employment  and Service  Rights.  Nothing in the Plan or any award
pursuant  to the Plan  shall  (i)  confer  upon  any  employee  any  right to be
continued  in the  employment  of an Employer or  interfere  in any way with the
Employer's right to terminate the employee's employment at will at any time, for
any reason, with or without cause, or to decrease the employee's compensation or
benefits,  or (ii) confer upon any person engaged by an Employer any right to be
retained or employed by the Employer or to the continuation,  extension, renewal
or  modification  of any  compensation,  contract or arrangement  with or by the
Employer.

         14. Rights as a Shareholder.  The recipient of any award under the Plan
shall have no rights as a shareholder with respect to any shares of Common Stock
until the date the  recipient  becomes  the  holder  of record of those  shares.
Except as otherwise  expressly provided in the Plan, no adjustment shall be made
for  dividends or other rights for which the record date occurs  before the date
the recipient becomes the holder of record.

                            (Signature page follows)



                                      -10-
<PAGE>



         The  undersigned,  who is the duly  elected  Secretary  of the Company,
hereby certifies that the, following approval of an amendment and restatement of
this Plan by the Board of Directors  of the Company on July 12, 2003,  this Plan
was approved by the shareholders of the Company on October 8, 2003.


                                  ARKONA, INC.


                                  By: /s/ Steve Russo
                                     -----------------------
                                      Steve Russo
                                      Secretary



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