Exhibit 4.4

                                  NEXLAND, INC.

                             2000 STOCK OPTION PLAN
















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                                TABLE OF CONTENTS

                                                                            PAGE

SECTION 1. DEFINITIONS.........................................................1
   1.1.   DEFINITIONS..........................................................1
SECTION 2. THE STOCK OPTION PLAN...............................................4
   2.1.   PURPOSE OF THE PLAN..................................................4
   2.2.   STOCK SUBJECT TO THE PLAN............................................4
   2.3.   ADMINISTRATION OF THE PLAN...........................................4
   2.4.   ELIGIBILITY AND LIMITS...............................................4
SECTION 3. TERMS OF STOCK OPTIONS..............................................5
   3.1.   TERMS AND CONDITIONS OF ALL STOCK OPTIONS............................5
   3.2.   TERMS AND CONDITIONS OF OPTIONS......................................5
   3.3.   TREATMENT OF AWARDS UPON TERMINATION OF EMPLOYMENT...................7
SECTION 4. GENERAL PROVISIONS..................................................7
   4.1.   WITHHOLDING..........................................................7
   4.2.   CHANGES IN CAPITALIZATION; MERGER; LIQUIDATION.......................8
   4.3.   COMPLIANCE WITH CODE.................................................8
   4.4.   RIGHT TO TERMINATE EMPLOYMENT........................................9
   4.5.   NON-ALIENATION OF BENEFITS...........................................9
   4.6.   RESTRICTIONS ON DELIVERY AND SALE OF SHARES; LEGENDS.................9
   4.7.   LISTING AND LEGAL COMPLIANCE.........................................9
   4.8.   TERMINATION AND AMENDMENT OF THE PLAN................................9
   4.9.   STOCKHOLDER APPROVAL................................................10
   4.10.  CHOICE OF LAW.......................................................10
   4.11.  EFFECTIVE DATE OF PLAN..............................................10







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                                  NEXLAND, INC.
                             2000 STOCK OPTION PLAN


                                   SECTION 1.
                                   DEFINITIONS

        1.1.   DEFINITIONS.

        Whenever used herein,  the  masculine  pronoun will be deemed to include
the feminine, and the singular to include the plural, unless the context clearly
indicates  otherwise,  and the following  capitalized words and phrases are used
herein with the meaning thereafter ascribed:

               (a)    "AFFILIATE" means:

                      (i)    Any Subsidiary or Parent;

                      (ii)  An  entity  that  directly  or  through  one or more
intermediaries  controls,  is controlled by, or is under common control with the
Company, as determined by the Company; or

                      (iii)  Any  entity  in  which  the   Company  has  such  a
significant  interest  that the  Company  determines  it  should  be  deemed  an
"Affiliate", as determined in the sole discretion of the Company.

               (b)    "BOARD  OF DIRECTORS"  means the board of directors of the
Company.

               (c)    "CHANGE  IN  CONTROL"  means  (i)  the  sale  of  all,  or
substantially  all, of the Company's assets in any single  transaction or series
of related  transactions to an "unrelated third party";  (ii) the acquisition by
an  "unrelated  third party" of Stock  possessing  the ordinary  voting power to
elect a majority of the Board of Directors; (iii) any merger or consolidation of
the Company with or into another corporation  (regardless of which entity is the
surviving  corporation)  if, after giving effect to such merger or consolidation
the holders of the Company's voting  securities  immediately prior to the merger
or consolidation own voting securities of the surviving or resulting corporation
representing  less than a majority  of the  ordinary  voting  power to elect the
board of directors of the  surviving  or resulting  corporation;  (iv) a plan of
complete liquidation of the Company approved by the shareholders of the Company

        For purposes of this Section  1.1(c),  an "unrelated  third party" means
any person or entity which is not (i) a shareholder of the Company as of January
1, 2000;  (ii) a person who is related  to a  shareholder  of the  Company as of
January 1, 2000 by blood, marriage or adoption; or (iii) any entity,  including,
but not  limited  to, a  partnership,  corporation,  trust or limited  liability
company in which persons described in clauses (i) and (ii) hereof do not possess
at least fifty percent (50%) of the voting power or beneficial interests.

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


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               (e)  "COMMITTEE"  means the  committee  appointed by the Board of
Directors to administer the Plan. If the Committee has not been  appointed,  the
Board of Directors in their entirety shall constitute the Committee.

               (f) "COMPANY" means Nexland, Inc., an Arizona corporation.

               (g)  "DISABILITY"  has  the  same  meaning  as  provided  in  the
long-term disability plan or policy maintained or, if applicable,  most recently
maintained,  by the Company or, if applicable,  any Affiliate of the Company for
the Participant.  If no long-term  disability plan or policy was ever maintained
on behalf of the Participant or, if the  determination of Disability  relates to
an Incentive  Stock Option,  Disability  means that condition  described in Code
Section 22(e)(3),  as amended from time to time. In the event of a dispute,  the
determination  of Disability will be made by the Committee and will be supported
by advice of a physician competent in the area to which such Disability relates.

               (h) "EXCHANGE ACT" means the Securities  Exchange Act of 1934, as
amended from time to time.

               (i) "FAIR MARKET VALUE" with regard to a date means:

                      (i) the  average of the high and low prices at which Stock
shall have been sold on that date or the last trading date prior to that date as
reported  by the NASDAQ  Stock  Market  (or,  if  applicable,  as  reported by a
national  securities  exchange  selected by the Committee on which the shares of
Stock are then actively traded) and published in THE WALL STREET JOURNAL,

                      (ii) if Stock is not traded on a securities exchange,  but
is reported by the NASDAQ Stock Market and market  information is published on a
regular basis in The Wall Street Journal,  the average of the published high and
low sales  prices for that date or the last  business  day prior to that date as
published in The Wall Street Journal,

                      (iii) if such market  information  is not  published  on a
regular basis,  the average of the high bid and low asked prices of Stock in the
over-the-counter  market  on that  date or the last  business  day prior to that
date,  as reported by the NASDAQ  Stock  Market,  or, if not so  reported,  by a
generally accepted reporting service, or

                      (iv) if Stock is not publicly  traded,  as  determined  in
good faith by the Committee with due  consideration  being given to (i) the most
recent independent  appraisal of the Company, if such appraisal is not more than
twelve months old and (ii) the valuation  methodology used in any such appraisal
provided  that,  for  purposes of granting  awards  other than  Incentive  Stock
Options,  Fair  Market  Value of the  shares of Stock may be  determined  by the
Committee  by reference to the average  market  value  determined  over a period
certain or as of  specified  dates,  to a tender  offer  price for the shares of
Stock (if  settlement of an award is triggered by such an event) or to any other
reasonable measure of fair market value.

               (j)    "INCENTIVE  STOCK OPTION" means an incentive  stock option
within the meaning of Section 422 of the Internal Revenue Code.



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               (k) "INDEPENDENT  THIRD PARTY" means any person who,  immediately
prior to a contemplated transaction, does not own in excess of five percent (5%)
of the Stock on a fully-diluted basis, who is not controlling,  controlled by or
under  common  control  with any such 5% owner of the  Stock  and who is not the
spouse,  ancestor or  descendant  (by birth or adoption) of any such 5% owner of
the Stock.

               (l)  "NON-QUALIFIED  STOCK  Option"  means an option which is not
qualified under Section 422 of the Internal Revenue Code.

               (m) "OPTION" means a  Non-qualified  Stock Option or an Incentive
Stock Option.

               (n)  "OVER  10%  OWNER"  means an  individual  who at the time an
Incentive  Stock Option is granted owns Stock  possessing  more than ten percent
(10%)  of  the  total  combined  voting  power  of  the  Company  or  one of its
Subsidiaries,  determined  by applying  the  attribution  rules of Code  Section
424(d).

               (o) "PARENT" means any corporation (other than the Company) in an
unbroken  chain of  corporations  ending with the  Company  if, with  respect to
Incentive Stock Options,  at the time of the granting of the Option, each of the
corporations other than the Company owns stock possessing fifty percent (50%) or
more of the total  combined  voting  power of all classes of stock in one of the
other corporations in such chain. A Parent shall include any entity other than a
corporation to the extent  permissible  under Section 424(f) or regulations  and
rulings thereunder.

               (p) "PARTICIPANT" means an individual who receives a Stock Option
hereunder.

               (q) "PLAN" means the Nexland, Inc. 2000 Stock Option Plan.

               (r) "STOCK" means the voting common stock of the Company.

               (s) "STOCK  OPTION  AGREEMENT"  means an  agreement  between  the
Company and a Participant or other documentation  evidencing an award of a Stock
Option.

               (t) "SUBSIDIARY"  means any corporation  (other than the Company)
in an unbroken chain of corporations beginning with the Company if, with respect
to Incentive Stock Options,  at the time of the granting of the Option,  each of
the  corporations  other than the last  corporation  in the unbroken  chain owns
stock  possessing fifty percent (50%) or more of the total combined voting power
of all  classes  of stock  in one of the  other  corporations  in the  chain.  A
"Subsidiary"  shall  include any entity other than a  corporation  to the extent
permissible under Section 424(f) or regulations or rulings thereunder.

               (u)  "TERMINATION  OF  Employment"  means the  termination of the
employee-employer  relationship  between a  Participant  and the Company and its
Affiliates,  regardless of whether severance or similar payments are made to the
Participant  for  any  reason,  including,  but  not  by way  of  limitation,  a
termination by  resignation,  discharge,  death,  Disability or retirement.  The
Committee will, in its absolute discretion,  determine the effect of all matters
and questions relating to a Termination of Employment, including, but not by way
of  limitation,  the  question  of  whether  a leave of  absence  constitutes  a
Termination of Employment.




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                                   SECTION 2.
                              THE STOCK OPTION PLAN

        2.1.   PURPOSE OF THE PLAN.

        The  Plan  is  intended  to  (a)  provide  incentive  to  officers,  key
employees,  directors  and  consultants  of the  Company and its  Affiliates  to
stimulate  their  efforts  toward the  continued  success of the  Company and to
operate and manage the business in a manner that will provide for the  long-term
growth and  profitability  of the  Company;  (b)  encourage  stock  ownership by
officers,  key  employees,  directors and  consultants  by providing them with a
means to acquire a  proprietary  interest in the  Company and acquire  shares of
Stock;  and (c)  provide  a means of  obtaining,  rewarding  and  retaining  key
personnel and consultants.

        2.2.   STOCK SUBJECT TO THE PLAN.

        Subject to adjustment in accordance with Section 4.2,  6,000,000  shares
of Stock (the  "Maximum  Plan  Shares")  are  hereby  reserved  exclusively  for
issuance pursuant to Stock Options.  At such time as the Company becomes subject
to Section 16 of the Exchange  Act, at no time may the Company have  outstanding
under the Plan,  Stock  Options  subject to Section 16 of the  Exchange  Act and
shares of Stock issued in respect of Stock  Options  under the Plan in excess of
the Maximum  Plan Shares.  The shares of Stock  attributable  to the  nonvested,
unpaid,  unexercised,  unconverted or otherwise  unsettled  portion of any Stock
Option that is forfeited or  cancelled or expires or  terminates  for any reason
without becoming vested, paid, exercised, converted or otherwise settled in full
will again be available for purposes of the Plan.

        2.3.   ADMINISTRATION OF THE PLAN.

        The  Plan is  administered  by the  Committee.  The  Committee  has full
authority in its  discretion  to determine the officers and key employees of the
Company or its  Affiliates  to whom Stock  Options will be granted and the terms
and provisions of Stock Options,  subject to the Plan. Subject to the provisions
of the Plan,  the Committee has full and  conclusive  authority to interpret the
Plan; to  prescribe,  amend and rescind  rules and  regulations  relating to the
Plan;  to determine  the terms and  provisions  of the  respective  Stock Option
Agreements and to make all other  determinations  necessary or advisable for the
proper administration of the Plan. The Committee's determinations under the Plan
need not be uniform and may be made by it selectively among persons who receive,
or are eligible to receive,  awards under the Plan  (whether or not such persons
are similarly situated).  The Committee's decisions are final and binding on all
Participants.

        2.4.   ELIGIBILITY AND LIMITS.

        Stock Options may be granted only to officers, key employees,  directors
and  consultants  of the Company,  or any  Affiliate  of the Company;  provided,
however,  that an  Incentive  Stock Option may only be granted to an employee of
the  Company,  or any  Parent  or  Subsidiary.  In the case of  Incentive  Stock
Options, the aggregate Fair Market Value (determined as at the date an Incentive
Stock Option is granted) of Stock with respect to which  Incentive Stock Options
intended to meet the requirements of Code Section 422 become exercisable for the
first  time by an  individual  during any  calendar  year under all plans of the
Company and its Subsidiaries may not exceed $100,000;  provided further, that if


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the  limitation  is exceeded,  the  Incentive  Stock  Option(s)  which cause the
limitation to be exceeded will be treated as Non-qualified Stock Option(s).


                                   SECTION 3.
                             TERMS OF STOCK OPTIONS

        3.1.   TERMS AND CONDITIONS OF ALL STOCK OPTIONS.

               (a)    The  number of shares of Stock as to which a Stock  Option
may be granted  will be  determined  by the  Committee  in its sole  discretion,
subject  to the  provisions  of  Section  2.2 as to the  total  number of shares
available for grants under the Plan.

               (b)    Each  Stock  Option will be  evidenced  by a Stock  Option
Agreement in such form and containing such terms, conditions and restrictions as
the Committee may determine to be  appropriate.  Each Stock Option  Agreement is
subject to the terms of the Plan and any provisions  contained in a Stock Option
Agreement that are inconsistent with the Plan are null and void.

               (c)    The  date a Stock  Option is  granted  will be the date on
which the  Committee  has approved the terms and  conditions of the Stock Option
and has  determined  the  recipient of the Stock Option and the number of shares
covered by the Stock Option,  and has taken all such other actions  necessary to
complete the grant of the Stock Option.

               (d)    Stock Options are not transferable or assignable except by
will or by the laws of descent and distribution and are exercisable,  during the
Participant's  lifetime,  only  by  the  Participant;  or in  the  event  of the
Disability of the Participant,  by the legal  representative of the Participant;
or in the event of death of the Participant,  by the legal representative of the
Participant's  estate or if no legal  representative has been appointed,  by the
successor  in  interest  determined  under  the  Participant's  will;  provided,
however,  that the Committee may waive any of the  provisions of this Section or
provide otherwise as to any Stock Options other than Incentive Stock Options.

        3.2.   TERMS AND CONDITIONS OF OPTIONS.

        Each Option  granted  under the Plan must be evidenced by a Stock Option
Agreement.  At the time any Option is  granted,  the  Committee  will  determine
whether the Option is to be an Incentive Stock Option or a  Non-qualified  Stock
Option,  and the  Option  must be  clearly  identified  as to its  status  as an
Incentive Stock Option or a Non-qualified Stock Option.  Incentive Stock Options
may only be granted to employees of the Company or any Subsidiary.  An Incentive
Stock  Option may only be granted  within ten (10) years from the earlier of the
date the Plan is adopted or approved by the Company's stockholders.

               (a)    OPTION  PRICE.  Subject to adjustment  in accordance  with
Section 4.2 and the other  provisions  of this Section  3.2, the exercise  price
(the "Exercise  Price") per share of Stock  purchasable under any Option must be
as set forth in the applicable Stock Option Agreement, but in no event may it be
less than the Fair Market  Value on the date the Option is granted  with respect


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to an Incentive  Stock Option.  With respect to each grant of an Incentive Stock
Option to a Participant who is an Over 10% Owner,  the Exercise Price may not be
less than 110% of the Fair Market Value on the date the Option is granted.

               (b)    OPTION  TERM.  Any  Incentive  Stock  Option  granted to a
Participant who is not an Over 10% Owner is not exercisable after the expiration
of ten (10) years  after the date the Option is  granted.  Any  Incentive  Stock
Option granted to an Over 10% Owner is not  exercisable  after the expiration of
five  (5)  years  after  the  date  the  Option  is  granted.  The  term  of any
Non-Qualified  Stock Option must be as specified in the applicable  Stock Option
Agreement.

               (c)    PAYMENT.   Payment  for  all  shares  of  Stock  purchased
pursuant to exercise of an Option will be made in any form or manner  authorized
by  the  Committee  in the  Stock  Option  Agreement  or by  amendment  thereto,
including, but not limited to, cash or, if the Stock Option Agreement provides:

                      (i) by  delivery  to the  Company of a number of shares of
Stock  which have been owned by the holder for at least six (6) months  prior to
the date of exercise  having an aggregate Fair Market Value of not less than the
product of the Exercise Price multiplied by the number of shares the Participant
intends to purchase upon exercise of the Option on the date of delivery;

                      (ii) in a cashless exercise through a broker; or

                      (iii) by having a number of shares of Stock withheld,  the
Fair Market Value of which as of the date of exercise is  sufficient  to satisfy
the Exercise Price.

        In its  discretion,  the  Committee  also may  authorize (at the time an
Option is granted or thereafter)  Company financing to assist the Participant as
to  payment  of the  Exercise  Price  on such  terms  as may be  offered  by the
Committee in its discretion. Payment must be made at the time that the Option or
any part thereof is  exercised,  and no shares may be issued or  delivered  upon
exercise of an option until full payment has been made by the  Participant.  The
holder of an Option, as such, has none of the rights of a stockholder.

               (d)    CONDITIONS  TO THE  EXERCISE  OF AN  OPTION.  Each  Option
granted under the Plan is  exercisable  by whom, at such time or times,  or upon
the  occurrence of such event or events,  and in such amounts,  as the Committee
specifies in the Stock Option Agreement;  provided,  however, that subsequent to
the grant of an Option, the Committee,  at any time before complete  termination
of such  Option,  may  accelerate  the time or times at which such Option may be
exercised in whole or in part, including,  without limitation,  upon a change in
control  described in the Stock Option  Agreement and may permit the Participant
or any other designated  person to exercise the Option,  or any portion thereof,
for all or part of the remaining Option term,  notwithstanding  any provision of
the Stock Option Agreement to the contrary.

               (e)    TERMINATION  OF INCENTIVE STOCK OPTION. With respect to an
Incentive  Stock  Option,  in  the  event  of  Termination  of  Employment  of a
Participant,  the Option or portion  thereof  held by the  Participant  which is
unexercised will expire,  terminate,  and become unexercisable no later than the
expiration  of three (3) months  after the date of  Termination  of  Employment;
provided,  however, that in the case of a holder whose Termination of Employment


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is due to death or Disability,  one (1) year will be substituted  for such three
(3) month period; provided, further that such time limits may be exceeded by the
Committee  under the terms of the grant,  in which  case,  the  Incentive  Stock
Option will be a  nonqualified  option if it is exercised  after the time limits
that would otherwise apply. For purposes of this Subsection (e),  Termination of
Employment  of the  Participant  will  not be  deemed  to have  occurred  if the
Participant  is  employed  by  another  corporation  (or a parent or  subsidiary
corporation  of such other  corporation)  which has assumed the Incentive  Stock
Option of the  Participant  in a  transaction  to which Code  Section  424(a) is
applicable.

               (f)    SPECIAL   PROVISIONS  FOR  CERTAIN   SUBSTITUTE   OPTIONS.
Notwithstanding  anything to the contrary in this Section 3.2, any Option issued
in  substitution  for an option  previously  issued  by  another  entity,  which
substitution  occurs in  connection  with a  transaction  to which Code  Section
424(a) is  applicable,  may provide for an exercise price computed in accordance
with such Code Section and the regulations thereunder and may contain such other
terms and  conditions as the  Committee  may prescribe to cause such  substitute
Option to contain as nearly as possible the same terms and conditions (including
the applicable  vesting and  termination  provisions) as those  contained in the
previously issued option being replaced thereby.

        3.3.   TREATMENT OF AWARDS UPON TERMINATION OF EMPLOYMENT.

        Except as otherwise  provided by Plan Section  3.2(e),  any Option under
this Plan to a Participant  who has  experienced a Termination of Employment may
be  cancelled,  accelerated,  paid or continued,  as provided in the  applicable
Stock Option Agreement,  or, in the absence of such provision,  as the Committee
may determine. The portion of any award exercisable in the event of continuation
or the amount of any payment due under a continued  award may be adjusted by the
Committee to reflect the Participant's  period of service from the date of grant
through the date of the  Participant's  Termination  of Employment or such other
factors as the Committee determines are relevant to its decision to continue the
award.


                                   SECTION 4.
                               GENERAL PROVISIONS

        4.1.   WITHHOLDING.

        The Company must deduct from all cash  distributions  under the Plan any
taxes required to be withheld by federal,  state or local  government.  Whenever
the Company  proposes or is required to issue or transfer  shares of Stock under
the Plan or upon the  vesting of any Stock  Award,  the Company has the right to
require the  recipient to remit to the Company an amount  sufficient  to satisfy
any federal,  state and local withholding tax requirements prior to the delivery
of any certificate or certificates  for such shares or the vesting of such Stock
Award. A Participant  may pay the withholding tax in cash, or, if the applicable
Stock Option Agreement  provides,  a Participant may elect to have the number of
shares of Stock he is to receive  reduced by, or with  respect to a Stock Award,
tender back to the Company,  the smallest number of whole shares of Stock which,
when multiplied by the Fair Market Value of the shares of Stock determined as of
the Tax Date (defined below), is sufficient to satisfy federal, state and local,


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if any,  withholding taxes arising from exercise or payment of a Stock Option (a
"Withholding  Election").  A Participant may make a Withholding Election only if
both of the following conditions are met:

               (a)    The  Withholding  Election must be made on or prior to the
date on which the amount of tax required to be withheld is determined  (the "Tax
Date") by executing and delivering to the Company a properly completed notice of
Withholding Election as prescribed by the Committee; and

               (b)    Any  Withholding  Election made will be irrevocable except
on six months advance  written  notice  delivered to the Company;  however,  the
Committee  may in its  sole  discretion  disapprove  and give no  effect  to the
Withholding Election.

        4.2.   CHANGES IN CAPITALIZATION; MERGER; LIQUIDATION.

               (a)    The  number of shares of Stock  reserved  for the grant of
Options;  the number of shares of Stock  reserved for issuance upon the exercise
or payment, as applicable, of each outstanding Option; and the Exercise Price of
each  outstanding  Option  pertains  must be  proportionately  adjusted  for any
increase or decrease in the number of issued  shares of Stock  resulting  from a
subdivision  or  combination  of shares or the  payment of a stock  dividend  in
shares of Stock to holders of outstanding  shares of Stock or any other increase
or  decrease  in the  number  of shares of Stock  outstanding  effected  without
receipt of consideration by the Company.

               (b)    In the event of a merger,  consolidation,  reorganization,
extraordinary  dividend,  spin-off,  sale of assets,  or other change in capital
structure of the Company or tender offer for shares of Stock,  the Committee may
make such  adjustments  with  respect to awards and take such other action as it
deems  necessary  or  appropriate  to reflect  such  event,  including,  without
limitation,  the  substitution  of new awards,  or the adjustment of outstanding
awards,  the acceleration of awards,  the removal of restrictions on outstanding
awards, or the termination of outstanding  awards in exchange for the cash value
determined in good faith by the Committee of the vested and/or unvested  portion
of the award.  Any adjustment  pursuant to this Section 4.2 may provide,  in the
Committee's  discretion,  for the elimination  without  payment  therefor of any
fractional  shares that might otherwise become subject to any Stock Option,  but
except as set forth in this Section may not otherwise diminish the then value of
the Stock Option.

               (c)    The  existence of the Plan and the Stock  Options  granted
pursuant  to the  Plan  must  not  affect  in any way the  right or power of the
Company to make or authorize any adjustment, reclassification, reorganization or
other change in its capital or business  structure,  any merger or consolidation
of the Company,  any issue of debt or equity  securities  having  preferences or
priorities as to the Stock or the rights thereof, the dissolution or liquidation
of the  Company,  any sale or  transfer  of all or any part of its  business  or
assets, or any other corporate act or proceeding.

        4.3.   COMPLIANCE WITH CODE.

        All  Incentive  Stock  Options to be granted  hereunder  are intended to
comply with Code Section 422, and all  provisions  of the Plan and all Incentive
Stock  Options  granted  hereunder  must  be  construed  in  such  manner  as to
effectuate that intent.



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<PAGE>

        4.4.   RIGHT TO TERMINATE EMPLOYMENT.

        Nothing in the Plan or in any Stock Option confers upon any  Participant
the right to  continue  as an  employee  or officer of the Company or any of its
Affiliates  or  affect  the right of the  Company  or any of its  Affiliates  to
terminate the Participant's employment or services at any time.

        4.5.   NON-ALIENATION OF BENEFITS.

        Other than as provided herein,  no benefit under the Plan may be subject
in any manner to anticipation,  alienation, sale, transfer,  assignment, pledge,
encumbrance  or charge;  and any attempt to do so shall be void. No such benefit
may, prior to receipt by the Participant, be in any manner liable for or subject
to the debts, contracts, liabilities, engagements or torts of the Participant.

        4.6.   RESTRICTIONS ON DELIVERY AND SALE OF SHARES; LEGENDS.

        Each Stock  Option is subject to the  condition  that if at any time the
Committee, in its discretion, shall determine that the listing,  registration or
qualification  of the shares  covered by such Stock  Option upon any  securities
exchange  or under any state or  federal  law is  necessary  or  desirable  as a
condition  of or in  connection  with the  granting of such Stock  Option or the
purchase  or delivery of shares  thereunder,  the  delivery of any or all shares
pursuant  to such Stock  Option may be withheld  unless and until such  listing,
registration  or  qualification  shall  have been  effected.  If a  registration
statement is not in effect under the  Securities  Act of 1933 or any  applicable
state  securities  laws  with  respect  to the  shares of Stock  purchasable  or
otherwise  deliverable under Stock Options then  outstanding,  the Committee may
require, as a condition of exercise of any Option or as a condition to any other
delivery of Stock  pursuant to a Stock  Option,  that the  Participant  or other
recipient  of a Stock Option  represent,  in writing,  that the shares  received
pursuant to the Stock Option are being  acquired for  investment  and not with a
view to  distribution  and agree that the shares  will not be disposed of except
pursuant to an effective registration  statement,  unless the Company shall have
received  an  opinion  of  counsel  that such  disposition  is exempt  from such
requirement under the Securities Act of 1933 and any applicable state securities
laws.  The Company may include on  certificates  representing  shares  delivered
pursuant  to  a  Stock   Option  such  legends   referring   to  the   foregoing
representations  or restrictions or any other applicable  restrictions on resale
as the Company, in its discretion, shall deem appropriate.

        4.7.   LISTING AND LEGAL COMPLIANCE.

        The Committee may suspend the exercise or payment of any Stock Option so
long as it  determines  that  securities  exchange  listing or  registration  or
qualification under any securities laws is required in connection  therewith and
has not been completed on terms acceptable to the Committee.

        4.8.   TERMINATION  AND AMENDMENT OF THE PLAN.

        The  Board of  Directors  at any time may  amend or  terminate  the Plan
without stockholder approval; provided, however, that the Board of Directors may
condition any amendment on the approval of  stockholders  of the Company if such


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<PAGE>

approval is  necessary or advisable  with  respect to tax,  securities  or other
applicable  laws. No such  termination  or amendment  without the consent of the
holder of a Stock  Option may  adversely  affect  the rights of the  Participant
under such Stock Option.

        4.9.   STOCKHOLDER APPROVAL.

        The Plan must be submitted to the  stockholders of the Company for their
approval  within  twelve (12) months before or after the adoption of the Plan by
the Board of  Directors.  If such  approval is not  obtained,  any Stock  Option
granted  hereunder  which was intended to be an Incentive Stock Option will be a
Non-qualified  Stock  Option,  but  otherwise  will not affect any Stock Options
already granted.

        4.10.  CHOICE OF LAW.

        The laws of the State in which the company is domiciled shall govern the
Plan,  to the extent not  preempted  by federal  law,  without  reference to the
principles of conflict of laws.

        4.11.  EFFECTIVE DATE OF PLAN.

        This   Plan   was   approved   by  the   Board   of   Directors   as  of
________________________,  ______,  and shall become effective upon its approval
by the Company's shareholders.


                                                  NEXLAND, INC.


                                                  By:
                                                     -------------------
                                                  Name:
                                                       -----------------
                                                  Title:
                                                        ----------------


                                                  ATTEST:

                                                  By:
                                                     -------------------
                                                  Name:
                                                       -----------------
                                                  Title:
                                                         ---------------
                                                  [CORPORATE SEAL]








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