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                                                                   Exhibit 10.18

Inprise Corporation Dale Fuller Individual Stock Option Plan


INPRISE CORPORATION
100 Enterprise Way
Scotts Valley, CA 95066

Notice of Grant of Stock Options and Option Agreement
ID: 94-2895440

Dale Fuller                                    Option Number:   00014873
                                               Plan:            FUL
                                               ID:                  4168

Effective 4/9/1999, you have been granted a(n) Non-Qualified Stock Option to buy
1,000,000 shares of INPRISE CORPORATION (the Company) stock at $3.6250 per
share.

The total option price of the shares granted is $3,625,000.00.

Shares in each period will become fully vested on the date shown.

Shares           Vest Type        Full Vest               Expiration

1,000,000             Monthly            10/9/1999             4/9/2009

By your signature and the Company's signature below, you and the Company agree
that these options are granted under and governed by the terms and conditions of
the Company's Stock Option Plan as amended and the Option Agreement, all of
which are attached and made a part of this document.

  INPRISE CORPORATION                   Date: May 24, 1999
/s/

  Dale Fuller                           Date: May 26, 1999
/s/

                              INPRISE CORPORATION
                      NONSTATUTORY STOCK OPTION AGREEMENT
                         (100% ACCELERATION OF VESTING)

  The Company has granted to the individual (the "Optionee") named in the Notice
of Grant of Stock Options (the "Notice") to which this Nonstatutory Stock Option
Agreement is attached an option to purchase certain shares of Stock upon the
terms and conditions set forth in this Option Agreement (the "Option") and the
Notice.  The Option has been granted pursuant to the Inprise Corporation Dale
Fuller Individual Stock Option Plan (the "Plan").  By signing the Notice, the
Optionee represents that the Optionee is familiar with the terms and provisions
of this Option Agreement and accepts the Option subject to all of the terms and
provisions hereof.  The Optionee agrees to accept as binding, conclusive and
final all decisions or interpretations of the Board upon any questions arising
under this Option Agreement.

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      1.     Definitions and Construction.
             ----------------------------

             1.1    Definitions.  Whenever used herein, the following terms
shall have their respective meanings set forth below:

                    (a)  "Board" means the Board of Directors of the Company. If
one or more Committees have been appointed by the Board to administer the Plan,
"Board" shall also mean such Committee(s).

                    (b)  "Code" means the Internal Revenue Code of 1986, as
amended, and any applicable regulations promulgated thereunder.

                    (c)  "Committee" means the Compensation Committee or other
committee of the Board duly appointed to administer the Plan and having such
powers as shall be specified by the Board. Unless the powers of the Committee
have been specifically limited, the Committee shall have all of the powers of
the Board granted in the Plan, including, without limitation, the power to amend
or terminate the Plan at any time, subject to the terms of the Plan and any
applicable limitations imposed by law.

                    (d)  "Company" means Inprise Corporation, a Delaware
corporation, or any successor corporation thereto.

                    (e)  "Consultant" means any person, including an advisor,
engaged by a Participating Company to render services other than as an Employee
or a Director.

                    (f)  "Date of Option Grant" means the effective date of
grant as set forth in the Notice.

                    (g)  "Director" means a member of the Board or of the board
of directors of any other Participating Company.

                    (h)  "Disability" means the permanent and total disability
of the Optionee within the meaning of Section 22(e)(3) of the Code.

                    (i)  "Employee" means any person treated as an employee
(including an officer or a Director who is also treated as an employee) in the
records of a Participating Company; provided, however, that neither service as a
Director nor payment of a director's fee shall be sufficient to constitute
employment for this purpose. The Company shall determine in good faith and in
the exercise of its discretion whether an individual has become or has ceased to
be an Employee and the effective date of such individual's employment or
termination of employment, as the case may be. For purposes of an individual's
rights, if any, under the Plan as of the time of the Company's determination,
all such determinations by the Company shall be final, binding and conclusive,
notwithstanding that the Company or any governmental agency subsequently makes a
contrary determination.

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

                    (k)  "Exercise Price" means the purchase price per share of
Stock as set forth in the Notice and as adjusted from time to time pursuant to
Section 9.

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                    (l)  "Fair Market Value" means, as of any date, the value of
a share of stock or other property as determined by the Board, in its sole
discretion, or by the Company, in its sole discretion, if such determination is
expressly allocated to the Company herein, subject to the following:

                         (i)  If, on such date, there is a public market for the
Stock, the Fair Market Value of a share of Stock shall be the closing price of a
share of Stock (or the mean of the closing bid and asked prices of a share of
Stock if the Stock is so quoted instead) as quoted on the Nasdaq National
Market, the Nasdaq Small-Cap Market or such other national or regional
securities exchange or market system constituting the primary market for the
Stock, as reported in the Wall Street Journal or such other source as the
                          -------------------
Company deems reliable. If the relevant date does not fall on a day on which the
Stock has traded on such securities exchange or market system, the date on which
the Fair Market Value shall be established shall be the last day on which the
Stock was so traded prior to the relevant date, or such other appropriate day as
shall be determined by the Board, in its sole discretion.

                         (ii) If, on such date, there is no public market for
the Stock, the Fair Market Value of a share of Stock shall be as determined by
the Board without regard to any restriction other than a restriction which, by
its terms, will never lapse.

                    (m)  "Number of Option Shares" means the total number of
shares of Stock subject to the Option as set forth in the Notice and as adjusted
from time to time pursuant to Section 9.

                    (n)  "Option Expiration Date" means the date ten (10) years
after the Date of Option Grant.

                    (o)  "Parent Corporation" means any present or future
"parent corporation" of the Company, as defined in Section 424(e) of the Code.

                    (p)  "Participating Company" means the Company or any Parent
Corporation or Subsidiary Corporation.

                    (q)  "Participating Company Group" means, at any point in
time, all corporations collectively which are then Participating Companies.

                    (r)  "Securities Act" means the Securities Act of 1933, as
 amended.
                    (s)  "Service" means the Optionee's employment or service
with the Participating Company Group, whether in the capacity of an Employee, a
Director or a Consultant. The Optionee's Service shall not be deemed to have
terminated merely because of a change in the capacity in which the Optionee
renders Service to the Participating Company Group or a change in the
Participating Company for which the Optionee renders such Service, provided that
there is no interruption or termination of the Optionee's Service. Unless
otherwise designated by the Company or required by law, a leave of absence shall
not be treated as Service for purposes of determining the Optionee's Vested
Shares. The Optionee's Service shall be deemed to have terminated either upon an
actual termination of Service or upon the corporation for which the Optionee
performs Service ceasing to be a Participating Company. Subject to the
foregoing, the Company, in its sole discretion, shall determine whether the
Optionee's Service has terminated and the effective date of such termination.

                    (t)  "Stock" means the common stock of the Company, as
adjusted from time to time in accordance with Section 9.

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                    (u)  "Subsidiary Corporation" means any present or future
"subsidiary corporation" of the Company, as defined in Section 424(f) of the
Code.

                    (v)  "Vested Shares" means that portion of the Number of
Option Shares which have vested in accordance with vesting schedule set forth in
the Notice. Provided that the Optionee's Service has not terminated prior to the
relevant date, an initial installment of shares will become Vested Shares on the
initial "Full Vest" date set forth in the Notice, and thereafter the remaining
shares will become Vested Shares in substantially equal installments at the
periodic rate set forth in the Notice, with the last such installment vesting on
the last "Full Vest" date set forth in the Notice.

             1.2    Construction.  Captions and titles contained herein are for
convenience only and shall not affect the meaning or interpretation of any
provision of this Option Agreement. Except when otherwise indicated by the
context, the singular shall include the plural and the plural shall include the
singular. Use of the term "or" is not intended to be exclusive, unless the
context clearly requires otherwise.

      2.    Tax Status of Option.
            --------------------

             This Option is intended to be a Nonstatutory Stock Option and shall
not be treated as an Incentive Stock Option within the meaning of Section 422(b)
of the Code.

      3.     Administration.
             --------------

              All questions of interpretation concerning this Option Agreement
shall be determined by the Board. All determinations by the Board shall be final
and binding upon all persons having an interest in the Option. Any officer of a
Participating Company shall have the authority to act on behalf of the Company
with respect to any matter, right, obligation, or election which is the
responsibility of or which is allocated to the Company herein, provided the
officer has apparent authority with respect to such matter, right, obligation,
or election.

      4.     Exercise of the Option.
             ----------------------

             4.1    Right to Exercise.  Except as otherwise provided herein, the
Option shall be exercisable prior to the termination of the Option (as provided
in Section 6) in an amount not to exceed that portion of the Number of Option
Shares which have become Vested Shares less the number of shares previously
acquired upon exercise of the Option. Notwithstanding the foregoing, the Option
may not be exercised as to less than ten (10) shares at any one time or, if
less, the number of shares then remaining exercisable pursuant to the Option. In
no event shall the Option be exercisable for more shares than the Number of
Option Shares.

             4.2     Method of Exercise.  Exercise of the Option shall be by
written notice to the Company which must state the election to exercise the
Option, the number of whole shares of Stock for which the Option is being
exercised and such other representations and agreements as to the Optionee's
investment intent with respect to such shares as may be required pursuant to the
provisions of this Option Agreement. The written notice must be signed by the
Optionee and must be delivered to the Chief Financial Officer of the Company, or
other authorized representative of the Participating Company Group, prior to the
termination of the Option as set forth in Section 6, accompanied by full payment
of the aggregate Exercise Price for the number of shares of Stock being
purchased and the tax withholding obligations, if any, as provided in Section
4.4. The Option shall be deemed to be exercised upon receipt by the Company of
such written notice, the aggregate Exercise Price, and tax withholding
obligations, if any.

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             4.3    Payment of Exercise Price.

                    (a)  Forms of Consideration Authorized.  Except as otherwise
provided below, payment of the aggregate Exercise Price for the number of shares
of Stock for which the Option is being exercised shall be made (i) in cash or
cash equivalent, (ii) by tender to the Company of whole shares of Stock owned by
the Optionee having a Fair Market Value (as determined by the Company without
regard to any restrictions on transferability applicable to such stock by reason
of federal or state securities laws or agreements with an underwriter for the
Company) not less than the aggregate Exercise Price, (iii) by means of a
Cashless Exercise, as defined in Section 4.3(c), or (iv) by any combination of
the foregoing.

                    (b)  Tender of Stock.  Notwithstanding the foregoing, the
Option may not be exercised by tender to the Company of shares of Stock to the
extent such tender of Stock would constitute a violation of the provisions of
any law, regulation or agreement restricting the redemption of the Company's
stock. The Option may not be exercised by tender to the Company of shares of
Stock unless such shares either have been owned by the Optionee for more than
six (6) months or were not acquired, directly or indirectly, from the Company.

                    (c)  Cashless Exercise.  A "Cashless Exercise" means the
assignment in a form acceptable to the Company of the proceeds of a sale or loan
with respect to some or all of the shares of Stock acquired upon the exercise of
the Option pursuant to a program or procedure approved by the Company
(including, without limitation, through an exercise complying with the
provisions of Regulation T as promulgated from time to time by the Board of
Governors of the Federal Reserve System). The Company reserves, at any and all
times, the right, in the Company's sole and absolute discretion, to decline to
approve or terminate any such program or procedure.

             4.4    Tax Withholding.  At the time the Option is exercised, in or
in part, or at any time thereafter as requested by the Company, the Optionee
hereby authorizes withholding from payroll and any other amounts payable to the
Optionee, and otherwise agrees to make adequate provision for (including by
means of a Cashless Exercise to the extent permitted by the Company), any sums
required to satisfy the federal, state, local and foreign tax withholding
obligations of the Participating Company Group, if any, which arise in
connection with the Option, including, without limitation, obligations arising
upon (i) the exercise, in whole or in part, of the Option, (ii) the transfer, in
whole or in part, of any shares acquired upon exercise of the Option, (iii) the
operation of any law or regulation providing for the imputation of interest, or
(iv) the lapsing of any restriction with respect to any shares acquired upon
exercise of the Option. The Optionee is cautioned that the Option is not
exercisable unless the tax withholding obligations of the Participating Company
Group are satisfied. Accordingly, the Optionee may not be able to exercise the
Option when desired even though the Option is vested, and the Company shall have
no obligation to issue a certificate for such shares.

             4.5    Certificate Registration.  Except in the event the Exercise
Price is paid by means of a Cashless Exercise, the certificate for the shares as
to which the Option is exercised shall be registered in the name of the
Optionee, or, if applicable, in the names of the heirs of the Optionee.

             4.6    Restrictions on Grant of the Option and Issuance of Shares.
The grant of the Option and the issuance of shares of Stock upon exercise of the
Option shall be subject to compliance with all applicable requirements of
federal, state or foreign law with respect to such securities. The Option may
not be exercised if the issuance of shares of Stock upon exercise would
constitute a violation of any applicable federal, state or foreign securities
laws or other law or regulations or the requirements of any stock exchange or
market system upon which the Stock may then be listed. In addition, the Option
may not be exercised unless (i) a registration statement under the Securities
Act shall at the time of exercise of the

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Option be in effect with respect to the shares issuable upon exercise of the
Option or (ii) in the opinion of legal counsel to the Company, the shares
issuable upon exercise of the Option may be issued in accordance with the terms
of an applicable exemption from the registration requirements of the Securities
Act. THE OPTIONEE IS CAUTIONED THAT THE OPTION MAY NOT BE EXERCISED UNLESS THE
FOREGOING CONDITIONS ARE SATISFIED. ACCORDINGLY, THE OPTIONEE MAY NOT BE ABLE TO
EXERCISE THE OPTION WHEN DESIRED EVEN THOUGH THE OPTION IS VESTED. Questions
concerning this restriction should be directed to the Chief Financial Officer of
the Company. The inability of the Company to obtain from any regulatory body
having jurisdiction the authority, if any, deemed by the Company's legal counsel
to be necessary to the lawful issuance and sale of any shares subject to the
Option 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. As a condition to the exercise of the Option, the Company may
require the Optionee to satisfy any qualifications that may be necessary or
appropriate, to evidence compliance with any applicable law or regulation and to
make any representation or warranty with respect thereto as may be requested by
the Company.

             4.7    Fractional Shares.  The Company shall not be required to
issue fractional shares upon the exercise of the Option.

       5.    Nontransferability of the Option.
             --------------------------------

             The Option may be exercised during the lifetime of the Optionee
only by the Optionee or the Optionee's guardian or legal representative and may
not be assigned or transferred in any manner except by will or by the laws of
descent and distribution. Following the death of the Optionee, the Option, to
the extent provided in Section 7, may be exercised by the Optionee's legal
representative or by any person empowered to do so under the deceased Optionee's
will or under the then applicable laws of descent and distribution.

       6.    Termination of the Option.
             -------------------------

             The Option shall terminate and may no longer be exercised on the
first to occur of (a) the Option Expiration Date, (b) the last date for
exercising the Option following termination of the Optionee's Service as
described in Section 7, or (c) a Change in Control to the extent provided in
Section 8.

       7.    Effect of Termination of Service.
             --------------------------------

             7.1    Option Exercisability.

                    (a)  Disability.  If the Optionee's Service with the
Participating Company Group is terminated because of the Disability of the
Optionee, the Option, to the extent unexercised and exercisable on the date on
which the Optionee's Service terminated, may be exercised by the Optionee (or
the Optionee's guardian or legal representative) at any time prior to the
expiration of twenty-four (24) months after the date on which the Optionee's
Service terminated, but in any event no later than the Option Expiration Date.

                    (b)  Death.  If the Optionee's Service with the
Participating Company Group is terminated because of the death of the Optionee,
the Option, to the extent unexercised and exercisable on the date on which the
Optionee's Service terminated, may be exercised by the Optionee's legal
representative or other person who acquired the right to exercise the Option by
reason of the Optionee's death at any time prior to the expiration of twenty-
four (24) months after the date on which the Optionee's Service terminated, but
in any event no later than the Option Expiration Date. The Optionee's Service
shall

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be deemed to have terminated on account of death if the Optionee dies within
three (3) months after the Optionee's termination of Service.

                    (c)  Termination After Change In Control.  If the Optionee's
Service with the Participating Company Group ceases as a result of Termination
After Change in Control (as defined below), the Option, to the extent
unexercised and exercisable on the date on which the Optionee's Service
terminated, may be exercised by the Optionee (or the Optionee's guardian or
legal representative) at any time prior to the expiration of three (3) months
(or six (6) months if the Optionee is subject to restrictions on transfer to
comply with "Pooling-of-Interests" accounting rules) after the date on which the
Optionee's Service terminated, but in any event no later than the Option
Expiration Date.

                    (d)  Other Termination of Service.  If the Optionee's
Service with the Participating Company Group terminates for any reason, except
Disability, death, Termination After Change in Control or Cause as provided in
Section 7.4 below, the Option, to the extent unexercised and exercisable by the
Optionee on the date on which the Optionee's Service terminated, may be
exercised by the Optionee within twenty-four (24) months (or such other longer
period of time as determined by the Board, in its sole discretion) after the
date on which the Optionee's Service terminated, but in any event no later than
the Option Expiration Date.

             7.2    Extension if Exercise Prevented by Law.  Notwithstanding the
foregoing, if the exercise of the Option within the applicable time periods set
forth in Section 7.1 is prevented by the provisions of Section 4.6, the Option
shall remain exercisable until three (3) months after the date the Optionee is
notified by the Company that the Option is exercisable, but in any event no
later than the Option Expiration Date.

             7.3    Extension if Optionee Subject to Section 16(b).
Notwithstanding the foregoing, if a sale within the applicable time periods set
forth in Section 7.1 of shares acquired upon the exercise of the Option would
subject the Optionee to suit under Section 16(b) of the Exchange Act, the Option
shall remain exercisable until the earliest to occur of (i) the tenth (10th) day
following the date on which a sale of such shares by the Optionee would no
longer be subject to such suit, (ii) the one hundred and ninetieth (190th) day
after the Optionee's termination of Service, or (iii) the Option Expiration
Date.

             7.4    Termination for Cause.  Except as otherwise provided in a
contract of employment or service between a Participating Company and the
Optionee, and notwithstanding any other provision of this Option Agreement to
the contrary, if the Optionee's Service with the Participating Company Group is
terminated for Cause as defined below, the Option shall terminate and cease to
be exercisable immediately upon such termination of Service.

             7.5    Certain Definitions.

                    (a)  "Termination After Change in Control" means termination
by the Participating Company Group of the Optionee's Service with the
Participating Company Group for any reason other than for Cause (as defined
below) within a period of six (6) months after a Change in Control.

                    (b)  "Cause" means any of the following: (i) the Optionee's
theft, dishonesty, or falsification of any Participating Company documents or
records; (ii) the Optionee's improper use or disclosure of a Participating
Company's confidential or proprietary information; (iii) any action by the
Optionee which has a detrimental effect on a Participating Company's reputation
or business; (iv) the Optionee's failure or inability to perform any reasonable
assigned duties after written notice from the Participating Company Group of,
and a reasonable opportunity to cure, such failure or inability; (v) any

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material breach by the Optionee of any agreement of employment or service
between the Optionee and the Participating Company Group, which breach is not
cured pursuant to the terms of such agreement; or (vi) the Optionee's conviction
(including any plea of guilty or nolo contendere) of any criminal act which
impairs the Optionee's ability to perform his or her duties with the
Participating Company Group. A determination by the Board that the Optionee was
terminated for Cause shall be final and binding upon the Optionee for all
purposes and shall not be subject to review by any governmental agency or court
of law.

      8.     Change in Control.
             -----------------

             8.1     Definitions.

                     (a)  An "Ownership Change Event" shall be deemed to have
occurred if any of the following occurs with respect to the Company:

                          (i)   the direct or indirect sale or exchange in a
single or series of related transactions by the stockholders of the Company of
more than fifty percent (50%) of the voting stock of the Company;

                          (ii)  a merger or consolidation in which the Company
is a party;

                          (iii) the sale, exchange, or transfer of all or
substantially all of the assets of the Company; or

                          (iv)  a liquidation or dissolution of the Company.

                     (b)  A "Change in Control" shall be deemed to have occurred
if any of the following occurs with respect to the Company:

                          (i)   an Ownership Change Event or a series of related
Ownership Change Events (collectively, the "Transaction") wherein the
stockholders of the Company immediately before the Transaction do not retain
immediately after the Transaction, in substantially the same proportions as
their ownership of shares of the Company's voting stock immediately before the
Transaction, direct or indirect beneficial ownership of more than fifty percent
(50%) of the total combined voting power of the outstanding voting stock of the
Company or the corporation or corporations to which the assets of the Company
were transferred (the "Transferee Corporation(s)"), as the case may be;

                          (ii)  the acquisition by any "person" or "group" (as
such terms are used in Sections 13(d) and 14(d)(2) of the Exchange Act), other
than the Company, a Subsidiary Corporation, or any employee benefit plan
sponsored by the Company or a Subsidiary Corporation, of direct or indirect
beneficial ownership of twenty percent (20%) or more of the total combined
voting power of the outstanding voting stock of the Company, unless such
acquisition has been approved by a majority of the members of the Board in
office prior to such acquisition; or

                          (iii) during any two consecutive years, individuals
who at the beginning of such period constituted the Board cease for any reason
to constitute at least a majority of the Board, unless the election or
nomination for election by the stockholders of the Company of each new member of
the Board was a approved by a vote of at least a majority of the individuals
then still in office who were members of the Board at the beginning of such
period.

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For purposes of subsection 8.1(b)(i), indirect beneficial ownership shall
include, without limitation, an interest resulting from ownership of the voting
stock of one or more corporations which, as a result of the Transaction, own the
Company or the Transferee Corporation(s), as the case may be, either directly or
through one or more subsidiary corporations.  The Board shall have the right to
determine whether multiple sales or exchanges of the voting stock of the Company
or multiple Ownership Change Events are related, and its determination shall be
final, binding and conclusive.

             8.2    Effect of Change in Control on Option.  In the event of a
Change in Control, any unexercised portion of the Option shall be immediately
exercisable and vested in full as of the date ten (10) days prior to the date of
the Change in Control. Any exercise of the Option that was permissible solely by
reason of this Section 8.2 shall be conditioned upon the consummation of the
Change in Control. In addition, the surviving, continuing, successor, or
purchasing corporation or parent corporation thereof, as the case may be (the
"Acquiring Corporation"), may either assume the Company's rights and obligations
under the Option or substitute for the Option a substantially equivalent option
for the Acquiring Corporation's stock. For purposes of this Section 8.2, the
Option shall be deemed assumed if, following the Change in Control, the Option
confers the right to purchase in accordance with its terms and conditions, for
each share of Stock subject to the Option immediately prior to the Change in
Control, the consideration (whether stock, cash or other securities or property)
to which a holder of a share of Stock on the effective date of the Change in
Control was entitled. The Option shall terminate and cease to be outstanding
effective as of the date of the Change in Control to the extent that the Option
is neither assumed or substituted for by the Acquiring Corporation in connection
with the Change in Control nor exercised as of the date of the Change in
Control. Notwithstanding the foregoing, if the corporation the stock of which is
subject to the Option immediately prior to an Ownership Change Event described
in Section 8.1(a)(i) constituting a Change in Control or an event described in
Section 8.1(b)(ii) or (iii) is the surviving or continuing corporation and
immediately after such Ownership Change Event less than fifty percent (50%) of
the total combined voting power of its voting stock is held by another
corporation or by other corporations that are members of an affiliated group
within the meaning of Section 1504(a) of the Code without regard to the
provisions of Section 1504(b) of the Code, the Option shall not terminate unless
the Board otherwise provides in its sole discretion.

      9.     Adjustments for Changes in Capital Structure.
             --------------------------------------------

             In the event of any stock dividend, stock split, reverse stock
split, recapitalization, combination, reclassification, or similar change in the
capital structure of the Company, appropriate adjustments shall be made in the
number, Exercise Price and class of shares of stock subject to the Option. If a
majority of the shares which are of the same class as the shares that are
subject to the Option are exchanged for, converted into, or otherwise become
(whether or not pursuant to an Ownership Change Event) shares of another
corporation (the "New Shares"), the Board may unilaterally amend the Option to
provide that the Option is exercisable for New Shares. In the event of any such
amendment, the Number of Option Shares and the Exercise Price shall be adjusted
in a fair and equitable manner, as determined by the Board, in its sole
discretion. Notwithstanding the foregoing, any fractional share resulting from
an adjustment pursuant to this Section 9 shall be rounded up or down to the
nearest whole number, as determined by the Board, and in no event may the
Exercise Price be decreased to an amount less than the par value, if any, of the
stock subject to the Option. The adjustments determined by the Board pursuant to
this Section 9 shall be final, binding and conclusive.

      10.    Rights as a Stockholder, Employee or Consultant.
             -----------------------------------------------

             The Optionee shall have no rights as a stockholder with respect to
any shares covered by the Option until the date of the issuance of a certificate
for the shares for which the Option has been

                                       9
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exercised (as evidenced by the appropriate entry on the books of the Company or
of a duly authorized transfer agent of the Company). No adjustment shall be made
for dividends, distributions or other rights for which the record date is prior
to the date such certificate is issued, except as provided in Section 9. If the
Optionee is an Employee, the Optionee understands and acknowledges that, except
as otherwise provided in a separate, written employment agreement between a
Participating Company and the Optionee, the Optionee's employment is "at will"
and is for no specified term. Nothing in this Option Agreement shall confer upon
the Optionee, whether an Employee or Consultant, any right to continue in the
Service of a Participating Company or interfere in any way with any right of the
Participating Company Group to terminate the Optionee's Service as an Employee
or Consultant, as the case may be, at any time.

      11.    Legends.
             -------

             The Company may at any time place legends referencing any
applicable federal, state or foreign securities law restrictions on all
certificates representing shares of stock subject to the provisions of this
Option Agreement. The Optionee shall, at the request of the Company, promptly
present to the Company any and all certificates representing shares acquired
pursuant to the Option in the possession of the Optionee in order to carry out
the provisions of this Section.

      12.    Binding Effect.
             --------------

             Subject to the restrictions on transfer set forth herein, this
Option Agreement shall inure to the benefit of and be binding upon the parties
hereto and their respective heirs, executors, administrators, successors and
assigns.

      13.    Termination or Amendment.
             ------------------------

             The Board may terminate or amend the Plan or the Option at any
time; provided, however, that except as provided in Section 8.2 in connection
with a Change in Control, no such termination or amendment may adversely affect
the Option or any unexercised portion hereof without the consent of the Optionee
unless such termination or amendment is necessary to comply with any applicable
law or government regulation. No amendment or addition to this Option Agreement
shall be effective unless in writing.

      14.    Notices.
             -------

             Any notice required or permitted hereunder shall be given in
writing and shall be deemed effectively given (except to the extent that this
Option Agreement provides for effectiveness only upon actual receipt of such
notice) upon personal delivery or upon deposit in the United States Post Office,
by registered or certified mail, with postage and fees prepaid, addressed to the
other party at the address of such party as set forth in the Notice or at such
other address as such party may designate in writing from time to time to the
other party.

      15.    Integrated Agreement.
             --------------------

             This Option Agreement and the Notice constitute the entire
understanding and agreement of the Optionee and the Participating Company Group
with respect to the subject matter contained herein and therein, and there are
no agreements, understandings, restrictions, representations, or warranties
among the Optionee and the Participating Company Group with respect to such
subject matter other than those as set forth or provided for herein or therein.
To the extent contemplated herein, the provisions of this Option Agreement shall
survive any exercise of the Option and shall remain in full force and effect.

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<PAGE>

      16.    Applicable Law.
             --------------

             This Option Agreement shall be governed by the laws of the State of
California as such laws are applied to agreements between California residents
entered into and to be performed entirely within the State of California.

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