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                                                                    EXHIBIT 4.05

                             INFRASWITCH CORPORATION

               2000 EMPLOYEE AND CONSULTANT EQUITY INCENTIVE PLAN

      1. PURPOSE. The purpose of the 2000 Employee and Consultant Equity
Incentive Plan (the "Plan") of InfraSwitch Corporation, a Delaware corporation
(the "Company"), is to provide incentives to attract, retain and motivate
eligible persons whose present and potential contributions are important to the
success of the Company by offering them an opportunity to participate in the
Company's future performance through awards of Options, Restricted Stock and
Stock Bonuses. Capitalized terms not defined in the text are defined in Section
23.

      2. SHARES SUBJECT TO THE PLAN.

            2.1 NUMBER OF SHARES AVAILABLE. Subject to Sections 2.2 and 18, the
total number of Shares reserved and available for grant and issuance pursuant to
the Plan shall be five million (5,000,000) Shares. Subject to Sections 2.2 and
18, Shares shall again be available for grant and issuance in connection with
future Awards under the Plan that: (a) are subject to issuance upon exercise of
an Option but cease to be subject to such Option for any reason other than
exercise of such Option; (b) are subject to an Award granted hereunder but are
forfeited; or (c) are subject to an Award that otherwise terminates without
Shares being issued. No individual may receive Awards or more than five hundred
thousand (500,000) Shares hereunder.

            2.2 ADJUSTMENT OF SHARES. In the event that the number of
outstanding Shares is changed by a stock dividend, recapitalization, stock
split, reverse stock split, subdivision, combination, reclassification or
similar change in the capital structure of the Company without consideration,
then (a) the number of Shares reserved for issuance under the Plan; (b) the
Exercise Prices of and number of Shares subject to outstanding Options; and (c)
the number of Shares subject to other outstanding Awards shall be
proportionately adjusted, subject to any required action by the Board or the
shareholders of the Company and compliance with applicable securities laws;
provided, however, that fractions of a Share shall not be issued but shall
either be paid in cash at Fair Market Value or shall be rounded up to the
nearest Share, as determined by the Committee.

      3. ELIGIBILITY. ISOs (as defined in Section 5 below) may be granted only
to employees (including officers and directors who are also employees) of the
Company, or of a Parent or Subsidiary of the Company. All other Awards may be
granted to employees, officers, directors, consultants and advisors of the
Company or any Parent, Subsidiary or Affiliate of the Company; provided,
however, such consultants and advisors render bona fide services not in
connection with the offer and sale of securities in a capital-raising
transaction. A person may be granted more than one Award under the Plan.

      4. ADMINISTRATION.

            4.1 COMMITTEE AUTHORITY. The Plan shall be administered by the
Committee or the Board acting as the Committee. Subject to the general purposes,
terms and conditions of the Plan, and to the direction of the Board, the
Committee shall have full power to implement and carry out the Plan. The
Committee shall have the authority to:

                  (a)   construe and interpret the Plan, any Award Agreement and
                        any other agreement or document executed pursuant to the
                        Plan;

                  (b)   prescribe, amend and rescind rules and regulations
                        relating to the Plan;

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                  (c)   select persons to receive Awards;

                  (d)   determine the form and terms of Awards;

                  (e)   determine the number of Shares or other consideration
                        subject to Awards;

                  (f)   determine whether Awards will be granted singly, in
                        combination, in tandem with, in replacement of, or as
                        alternatives to, other Awards under the Plan or any
                        other incentive or compensation plan of the Company or
                        any Parent, Subsidiary or Affiliate of the Company;

                  (g)   grant waivers of Plan or Award conditions;

                  (h)   determine the vesting, exercisability and payment of
                        Awards;

                  (i)   correct any defect, supply any omission, or reconcile
                        any inconsistency in the Plan, any Award or any Award
                        Agreement;

                  (j)   determine whether an Award has been earned; and

                  (k)   make all other determinations necessary or advisable for
                        the administration of the Plan.

            4.2 COMMITTEE DISCRETION. Any determination made by the Committee
with respect to any Award shall be made in its sole discretion at the time of
grant of the Award or, unless in contravention of any express term of the Plan
or Award, at any later time, and such determination shall be final and binding
on the company and all persons having an interest in any Award under the Plan.
The Committee may delegate to one or more officers of the Company the authority
to grant an Award under the Plan to Participants who are not Insiders of the
Company.

            4.3 EXCHANGE ACT REQUIREMENTS. If the Company is subject to the
Exchange Act, the Company will take appropriate steps to comply with the
disinterested director requirements of Section 16(b) of the Exchange Act,
including but not limited to, the appointment by the Board of a Committee
consisting of not less than two (2) persons (who are members of the Board), each
of whom is a Disinterested Person.

      5. OPTIONS. The Committee may grant Options to eligible persons and shall
determine whether such Options shall be Incentive Stock Options within the
meaning of the Code ("ISOs") or Nonqualified Stock Options ("NSOs"), the number
of Shares subject to the Option, the Exercise Price of the Option, the period
during which the Option may be exercised, and all other terms and conditions of
the Option, subject to the following:

            5.1 FORM OF OPTION GRANT. Each Option granted under the Plan shall
be evidenced by an Award Agreement which shall expressly identify the Option as
an ISO or NSO ("Stock Option Agreement"), and he in such form and contain such
provisions (which need not be the same for each Participant) as the Committee
shall from time to time approve, and which shall comply with and be subject to
the terms and conditions of the Plan.

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            5.2 DATE OF GRANT. The date of grant of an Option shall be the date
on which the Committee makes the determination to grant such Option, unless
otherwise specified by the Committee. The Stock Option Agreement and a copy of
the Plan will be delivered to the Participant within a reasonable time after the
granting of the Option.

            5.3 EXERCISE PERIOD. Options shall be exercisable within the times
or upon the events determined by the Committee as set forth in the Stock Option
Agreement; provided, however, that no Option shall be exercisable after the
expiration of ten (10) years from the date the Option is granted, and provided
further that no Option granted to a person who directly or by attribution owns
more than ten percent (10%) of the total combined voting power of all classes of
stock of the Company or any Parent or Subsidiary of the Company ("Ten Percent
Shareholder") shall be exercisable after the expiration of five (5) years from
the date the Option is granted. The Committee also may provide for the exercise
of Options to become exercisable at one time or from time to time, periodically
or otherwise, in such number or percentage as the Committee determines.

            5.4 EXERCISE PRICE. The Exercise Price shall be determined by the
Committee when the Option is granted and may be not less than eighty-five
percent (85%) of the Fair Market Value of the Shares on the date of grant;
provided that (i) the Exercise Price of an ISO shall be not less than one
hundred percent (100%) of the Fair Market Value of the Shares on the date of
grant; and (ii) the Exercise Price of any Option granted to a Ten Percent
Shareholder shall not be less than one hundred ten percent (110%) of the Fair
Market Value of the Shares on the date of grant. Payment for the Shares
purchased may be made in accordance with Section 8 of the Plan.

            5.5 METHOD OF EXERCISE. Options may be exercised only by delivery to
the Company of a written stock option exercise agreement (the "Exercise
Agreement") in a form approved by the Committee (which need not be the same for
each Participant), stating the number of Shares being purchased, the
restrictions imposed on the Shares, if any, and such representations and
agreements regarding Participant's investment intent and access to information
and other matters, if any, as may be required or desirable by the Company to
comply with applicable securities laws, together with appropriate payment of the
Exercise Price for the number of Shares being purchased.

            5.6 TERMINATION. Notwithstanding the exercise periods set forth in
the Stock Option Agreement, exercise of an Option shall always be subject to the
following:

                  (a)   If the Participant is Terminated for any reason except
                        death or Disability, then Participant may exercise such
                        Participant's Options only to the extent that such
                        Options would have been exercisable upon the Termination
                        Date no later than three (3) months after the
                        Termination Date (or such shorter time period as may be
                        specified in the Stock Option Agreement), but in any
                        event, no later than the expiration date of the Options.

                  (b)   If the Participant is terminated because of death or
                        Disability (or the Participant dies within three (3)
                        months of such termination), then Participant's Options
                        may be exercised only to the extent that such Options
                        would have been exercisable by Participant on the
                        Termination Date and must be exercised by Participant
                        (or Participant's legal representative or authorized
                        assignee) no later than twelve (12) months after the
                        Termination Date (or such shorter time period as may be
                        specified in the Stock Option Agreement), but in any
                        event no later than the expiration date of the Options;

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                        provided, however, that in the event of termination due
                        to Disability other than as defined in Section 22(e)(3)
                        of the Code, any ISO that remains exercisable after
                        ninety (90) days after the date of termination shall be
                        deemed a NSO.

            5.7 LIMITATIONS ON EXERCISE. The Committee may specify a reasonable
minimum number of Shares that may be purchased on any exercise of an Option;
provided, however, that such minimum number will not prevent Participant from
exercising the Option for the full number of Shares for which it is then
exercisable.

            5.8 LIMITATIONS ON ISOs. The aggregate Fair Market Value (determined
as of the date of grant) of Shares with respect to which ISOs are exercisable
for the first time by a Participant during any calendar year (under the Plan or
under any other incentive stock option plan of the Company or any Affiliate,
Parent or Subsidiary of the Company) shall not exceed One Hundred Thousand
Dollars ($100,000). If the Fair Market Value of Shares on the date of grant with
respect to which ISOs are exercisable for the first time by a Participant during
any calendar year exceeds One Hundred Thousand Dollars ($ 100,000), the Options
for the first One Hundred Thousand Dollars ($ 100,000) worth of Shares to become
exercisable in such calendar year shall be ISOs and the Options for the amount
in excess of One Hundred Thousand Dollars ($ 100,000) that become exercisable in
that calendar year shall be NSOs. In the event that the Code or the regulations
promulgated thereunder are amended after the Effective Date of the Plan to
provide for a different limit on the Fair Market Value of Shares permitted to be
subject to ISOs, such different limit shall be automatically incorporated herein
and shall apply to any Options granted after the effective date of such
amendment.

            5.9 MODIFICATION, EXTENSION OR RENEWAL. The Committee may modify,
extend or renew outstanding Options and authorize the grant of new Options in
substitution therefor; provided, however, that any such action may not without
the written consent of Participant, impair any of Participant's rights under any
Option previously granted. Any outstanding ISO that is modified, extended,
renewed or otherwise altered shall be treated in accordance with Section 424(h)
of the Code. The Committee may reduce the Exercise Price of outstanding Options
without the consent of Participants affected by a written notice to them;
provided, however, that the Exercise Price may not be reduced below the minimum
Exercise Price that would be permitted under Section 5.4 of the Plan for Options
granted on the date the action is taken to reduce the Exercise Price.

            5.10 NO DISQUALIFICATION. Notwithstanding any other provision in the
Plan, no term of the Plan relating to ISOs shall be interpreted, amended or
altered, nor shall any discretion or authority granted under the Plan be
exercised, so as to disqualify the Plan under Section 422 of the Code or,
without the consent of the Participant affected, to disqualify any ISO under
Section 422 of the Code.

      6. RESTRICTED STOCK. A Restricted Stock Award is an offer by the Company
to sell to an eligible person Shares that are subject to restrictions. The
Committee shall determine to whom an offer will be made, the number of Shares
the person may purchase, the price to be paid (the "Purchase Price"), the
restrictions to which the Shares shall be subject, and all other terms and
conditions of the Restricted Stock Award, subject to the following:

            6.1 FORM OF RESTRICTED STOCK AWARD. All purchases under a Restricted
Stock Award made pursuant to the Plan shall be evidenced by an Award Agreement
("Restricted Stock Purchase Agreement") that shall be in such form (which need
not be the same for each Participant) as the Committee shall from time to time
approve, and shall comply with and be subject to the terms and conditions of the
Plan. The offer of Restricted Stock shall be accepted by the Participant's
execution and delivery of the Restricted Stock Purchase Agreement and full
payment for the shares to the Company within thirty (30) days from the

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date the Restricted Stock Purchase Agreement is delivered to the person. If such
person does not execute and deliver the Restricted Stock Purchase Agreement
along with full payment for the Shares to the Company within thirty (30) days,
then the offer shall terminate, unless otherwise determined by the Committee.

            6.2 PURCHASE PRICE. The Purchase Price of Shares sold pursuant to a
Restricted Stock Award shall be determined by the Committee and shall be at
least eighty-five percent (85%) of the Fair Market Value of the Shares on the
date the Restricted Stock Award is granted, except in the case of a sale to a
Ten Percent Shareholder, in which case the Purchase Price shall be one hundred
and ten percent (110%) of the Fair Market Value. Payment of the Purchase Price
may be made in accordance with Section 8 of the Plan.

            6.3 RESTRICTIONS. Restricted Stock Awards shall be subject to such
restrictions as the Committee may impose. The Committee may provide for the
lapse of such restrictions in installments and may accelerate or waive such
restrictions, in whole or in part, based on length of service, performance or
such other factors or criteria as the Committee may determine. Restricted Stock
Awards which the Committee intends to qualify under Code section 162(m) shall be
subject to a performance-based goal. Restrictions on such stock shall lapse
based on one or more of the following performance goals: stock price, market
share, sales increases, earning per share, return on equity, cost reductions,
or any other similar performance measure established by the Committee. Such
performance measures shall be established by the Committee, in writing, no later
than the earlier of (a) ninety (90) days after the commencement of the
performance period with respect to which the Restricted Stock award is made and
(b) the date as of which twenty-five percent (25%) of such performance period
has elapsed.

      7. STOCK BONUSES.

            7.1 AWARDS OF STOCK BONUSES. A Stock Bonus is an award of Shares
(which may consist of Restricted Stock) for services rendered to the Company or
any Parent, Subsidiary or Affiliate of the Company. A Stock Bonus may be awarded
for past services already rendered to the Company, or any Parent, Subsidiary or
Affiliate of the Company pursuant to an Award Agreement (the "Stock Bonus
Agreement") that shall be in such form (which need not be the same for each
Participant) as the Committee shall from time to time approve, and shall comply
with and be subject to the terms and conditions of the Plan subject to Section
7.2 herein, a Stock Bonus may be awarded upon satisfaction of such performance
goals as are set out in advance in Participant's individual Award Agreement (the
"Performance Stock Bonus Agreement") that shall be in such form (which need not
be the same for each Participant) as the Committee shall from time to time
approve, and shall comply with and be subject to the terms and conditions of the
Plan. Stock Bonuses may vary from Participant to Participant and between groups
of Participants, and may be based upon such other criteria as the Committee may
determine.

            7.2 CODE SECTION 162(m). A Stock Bonus that the Committee intends to
qualify for the performance-based exception under Code section 162(m) shall only
be awarded based upon the attainment of one or more of the following performance
goals: stock price, market share, sales increases, earning per share, return on
equity, cost reductions, or any other similar performance measure established by
the Committee. Such performance measures shall be established by the Committee,
in writing, no later than the earlier of: (a) ninety (90) days after the
commencement of the performance period with respect to which the Stock Bonus
award is made; and (b) the date as of which twenty-five percent (25%) of such
performance period has elapsed.

            7.3 TERMS OF STOCK BONUSES. The Committee shall determine the number
of Shares to be awarded to the Participant and whether such Shares shall be
Restricted Stock. If the Stock Bonus is being earned upon the satisfaction of
performance goals pursuant to a Performance Stock Bonus Agreement, then the
Committee shall determine: (a) the nature, length and starting date of any
period during which performance is to be measured (the "Performance Period") for
each Stock Bonus; (b) the performance goals and criteria to be

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used to measure the performance, if any; (c) the number of Shares that may be
awarded to the Participant; and (d) the extent to which such Stock Bonuses have
been earned. Performance Periods may overlap and Participants may participate
simultaneously with respect to Stock Bonuses that are subject to different
Performance Periods and different performance goals and other criteria. The
number of Shares may be fixed or may vary in accordance with such performance
goals and criteria as may be determined by the Committee. The Committee may
adjust the performance goals applicable to the Stock Bonuses to take into
account changes in law and accounting or tax rules and to make such adjustments
as the Committee deems necessary or appropriate to reflect the impact of
extraordinary or unusual items, events or circumstances to avoid windfalls or
hardships.

            7.4 FORM OF PAYMENT. The earned portion of a Stock Bonus may be paid
currently or on a deferred basis with such interest or dividend equivalent, if
any, as the Committee may determine. Payment may be made in the form of cash,
whole Shares, including Restricted Stock, or a combination thereof, either in a
lump sum payment or in installments, all as the Committee shall determine.

            7.5 TERMINATION DURING PERFORMANCE PERIOD. If a Participant is
Terminated during a Performance Period for any reason, then such Participant
shall be entitled to payment (whether in Shares, cash or otherwise) with respect
to the Stock Bonus only to the extent earned as of the date of Termination in
accordance with the Performance Stock Bonus Agreement, unless the Committee
shall determine otherwise.

      8. PAYMENT FOR SHARE PURCHASES.

            8.1 PAYMENT. Payment for Shares purchased pursuant to the Plan may
be made in cash (by check) or, where expressly approved for the Participant by
the Committee and where permitted by law:

                  (a)   by cancellation of indebtedness of the Company to the
                        Participant;

                  (b)   by surrender of Shares that either (1) have been owned
                        by Participant for more than six (6) months and have
                        been paid for within the meaning of SEC Rule 144 (and,
                        if such shares were purchased from the Company by use of
                        a promissory note, such note has been fully paid with
                        respect to such Shares); or (2) were obtained by
                        Participant in the public market;

                  (c)   by tender of a full recourse promissory note having such
                        terms as may be approved by the Committee and bearing
                        interest at a rate sufficient to avoid imputation of
                        income under Sections 483 and 1274 of the Code;
                        provided, however, that Participants who are not
                        employees of the Company shall not be entitled to
                        purchase Shares with a promissory note unless the note
                        is adequately secured by collateral other than the
                        Shares.

                  (d)   by waiver of compensation due or accrued to Participant
                        for services rendered;

                  (e)   by tender of property;

                  (f)   with respect only to purchases upon exercise of an
                        Option, and provided that a public market for the
                        Company's stock exists:

                        (1)   through a "same day sale" commitment from
                              Participant and a broker-dealer that is a member
                              of the National Association of

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                              Securities Dealers (an "NASD Dealer") whereby the
                              Participant irrevocably elects to exercise the
                              Option and to sell a portion of the Shares so
                              purchased to pay for the Exercise Price, and
                              whereby the NASD Dealer irrevocably commits upon
                              receipt of such Shares to forward the Exercise
                              Price directly to the Company; or

                        (2)   through a "margin" commitment from Participant and
                              an NASD Dealer whereby Participant irrevocably
                              elects to exercise the Option and to pledge the
                              Shares so purchased to the NASD Dealer in a margin
                              account as security for a loan from the NASD
                              Dealer in the amount of the Exercise Price, and
                              whereby the NASD Dealer irrevocably commits upon
                              receipt of such Shares to forward the exercise
                              price directly to the Company; or

                  (g)   with respect only to purchases upon exercise of an
                        Option:

                        (1)   In the event that the Option is exercised
                              immediately prior to the closing by the Company of
                              a "corporate transaction" as defined in Section
                              18.1 below, or the closing of the initial public
                              offering of the Company's Common Stock pursuant to
                              a registration statement under the Securities Act
                              (the "Initial Public Offering"), in lieu of
                              exercising the Option in the manner provided
                              above, the Participant may elect to receive shares
                              equal to the value of the Option (or the portion
                              thereof being canceled) by surrender of this
                              Option at the principal office of the Company
                              together with notice of such election in which
                              event the Company shall issue to holder a number
                              of shares of Common Stock computed using the
                              following formula:

                        X =   Y(A-B)/A

       Where            X = The number of shares of Common Stock to be issued
                  to the Participant.

                        Y = The number of shares of Common Stock purchasable
                  under the Option (at the date of such calculation).

                        A = The fair market value of one share of Common Stock
                  (at the date of such calculation).

                        B = The Purchase Price (as adjusted to the date of such
                  calculation).

                        (2)   For purposes of this Section (g), the fair market
                              value of the Company's Common Stock shall be the
                              price per share which the Company receives for a
                              single share of Common Stock in the corporate
                              transaction, or, if the Option is exercised in
                              connection with the Initial Public Offering, the
                              fair market value of the Company's Common Stock
                              shall be equal to the mid-price of the range of
                              prices set forth in the registration statement
                              relating to the Initial Public Offering or, if a
                              subsequent amendment thereto sets forth a
                              different range of prices (other than a "pricing
                              amendment"

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                              setting forth a single, final price) then the
                              mid-price of the range of prices set forth in
                              such amendment; or

                  (h)   by any combination of the foregoing.

            8.2 LOAN GUARANTIES. The Committee may help the Participant pay for
Shares purchased under the Plan by authorizing a guaranty by the Company of a
third-party loan to the Participant.

      9. WITHHOLDING TAXES.

            9.1 WITHHOLDING GENERALLY. Whenever Shares are to be issued in
satisfaction of Awards granted under the Plan, the Company may require the
Participant to remit to the Company an amount sufficient to satisfy federal,
state and local withholding tax requirements prior to the delivery of any
certificate or certificates for such Shares. Whenever, under the Plan, payments
in satisfaction of Awards are to be made in cash, such payment shall be net of
an amount sufficient to satisfy federal, state, and local withholding tax
requirements.

            9.2 STOCK WITHHOLDING. When, under applicable tax laws, a
Participant incurs tax liability in connection with the grant, exercise or
vesting of any Award that is subject to tax withholding and the Participant is
obligated to pay the Company the amount required to be withheld, the Committee
may allow the Participant to satisfy the minimum withholding tax obligation by
electing to have the Company withhold from the Shares to be issued that number
of Shares having a Fair Market Value equal to the minimum amount required to be
withheld, determined on the date that the amount of tax to be withheld is to be
determined (the "Tax Date"). All elections by a Participant to have Shares
withheld for this purpose shall be made in writing in a form acceptable to the
Committee and shall be subject to the following restrictions:

                  (a)   the election must be made on or prior to the applicable
                        Tax Date;

                  (b)   once made, then except as provided below, the election
                        shall be irrevocable as to the particular Shares as to
                        which the election is made;

                  (c)   all elections shall be subject to the consent or
                        disapproval of the Committee;

                  (d)   if the Participant is an Insider and if the Company is
                        subject to Section 16(b) of the Exchange Act: (1) the
                        election may not be made within six (6) months of the
                        date of grant of the Award, except as otherwise
                        permitted by SEC Rule 16b-3(e) under the Exchange Act,
                        and (2) either (A) the election to use stock withholding
                        must be irrevocably made at least six (6) months prior
                        to the Tax Date (although such election may be revoked
                        at any time at least six (6) months prior to the Tax
                        Date), or (B) the exercise of the Option or election to
                        use stock withholding must be made in the ten (10) day
                        period beginning on the third day following the release
                        of the Company's quarterly or annual summary statement
                        of sales or earnings; and

                  (e)   in the event that the Tax Date is deferred under Section
                        83 of the Code, the Participant shall receive the full
                        number of Shares with respect to which the exercise
                        occurs, but such Participant shall be unconditionally
                        obligated to tender back to the Company the proper
                        number of Shares on the Tax Date.

      10. PRIVILEGES OF STOCK OWNERSHIP.

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            10.1 VOTING AND DIVIDENDS. No Participant shall have any of the
rights of a shareholder with respect to any Shares until the Shares are issued
to the Participant. After Shares are issued to the Participant, the Participant
shall be a shareholder and have all the rights of a shareholder with respect to
such Shares, including the right to vote and receive all dividends or other
distributions made or paid with respect to such Shares; provided, however, that
if such Shares are Restricted Stock, then any new, additional or different
securities the Participant may become entitled to receive with respect to such
Shares by virtue of a stock dividend, stock split or any other change in the
corporate or capital structure of the Company shall be subject to the same
restriction ; as the Restricted Stock.

            10.2 FINANCIAL STATEMENTS. The Company shall provide financial
statements to each Participant prior to such Participant's purchase of Shares
under the Plan, and to each Participant annually during the period such
Participant has Awards outstanding; provided, however, the Company shall not be
required to provide such financial statements to Participants whose services in
connection with the Company assure them access to equivalent information.

      11. TRANSFERABILITY. Awards granted under the Plan, and any interest
therein, shall not be transferable or assignable by Participant, and may not be
made subject to execution, attachment or similar process, otherwise than by will
or by the laws of descent and distribution or as consistent with the specific
Plan and Award Agreement provisions relating thereto. During the lifetime of the
Participant an Award shall be exercisable only by the Participant, and any
elections with respect to an Award, may be made only by the Participant.

      12. RESTRICTIONS ON SHARES. At the discretion of the Committee, the
Company may reserve to itself and/or its assignee(s) in the Award Agreement a
right of first refusal to purchase all Shares that a Participant (or a
subsequent transferee) may propose to transfer to a third party.

      13. CERTIFICATES. All certificates for Shares or other securities
delivered under the Plan shall be subject to such stock transfer orders, legends
and other restrictions as the Committee may deem necessary or advisable,
including restrictions under any applicable federal, state or foreign securities
law, or any rules, regulations and other requirements of the SEC or any stock
exchange or automated quotation system upon which the Shares may be listed.

      14. ESCROW; PLEDGE OF SHARES. To enforce any restrictions on a
Participant's Shares, the Committee may require the Participant to deposit all
certificates representing Shares, together with stock powers or other
instruments of transfer approved by the Committee, appropriately endorsed in
blank, with the Company or an agent designated by the Company to hold in escrow
until such restrictions have lapsed or terminated, and the Committee may cause a
legend or legends referencing such restrictions to be placed on the
certificates. Any Participant who is permitted to execute a promissory note as
partial or full consideration for the purchase of Shares under the Plan shall be
required to place and deposit with the Company all or part of the Shares so
purchased as collateral to secure the payment of Participant's obligation to the
Company under the promissory note; provided, however, that the Committee may
require or accept other or additional forms of collateral to secure the payment
of such obligation and, in any event, the Company shall have full recourse
against the Participant under the promissory note notwithstanding any pledge of
the Participant's Shares or other collateral. In connection with any pledge of
the Shares, Participant shall be required to execute and deliver a written
pledge agreement in such form as the Committee shall from time to time approve.
The Shares purchased with the promissory note may be released from the pledge on
a pro rata basis as the promissory note is paid.

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      15. EXCHANGE AND BUYOUT OF AWARDS. The Committee may, at any time or from
time to time, authorize the Company, with the consent of the respective
Participants, to issue new Awards in exchange for the surrender and cancellation
of any or all outstanding Awards. The Committee may at any time buy from a
Participant an Award previously granted with payment in cash, Shares (including
Restricted Stock) or other consideration, based on such terms and conditions as
the Committee and the Participant shall agree.

      16. SECURITIES LAW AND OTHER REGULATORY COMPLIANCE. An Award shall not be
effective unless such Award is in compliance with all applicable federal and
state securities laws, rules and regulations of any governmental body, and the
requirements of any stock exchange or automated quotation system upon which the
Shares may then be listed, as they are in effect on the date of grant of the
Award and also on the date of exercise or other issuance. Notwithstanding any
other provision in the Plan, the Company shall have no obligation to issue or
deliver certificates for Shares under the Plan prior to (a) obtaining any
approvals from governmental agencies that the Company determines are necessary
or advisable, and/or (b) completion of any registration or other qualification
of such shares under any state or federal law or ruling of any governmental body
that the Company determines to be necessary or advisable. The Company shall be
under no obligation to register the Shares with the SEC or to effect compliance
with the registration, qualification or listing requirements of any state
securities laws, stock exchange or automated quotation system, and the Company
shall have no liability for any inability or failure to do so.

      17. NO OBLIGATION TO EMPLOY. Nothing in the Plan or any Award granted
under the Plan shall confer or be deemed to confer on any Participant any right
to continue in the employ of, or to continue any other relationship with, the
Company or any Parent, Subsidiary or Affiliate of the Company or limit in any
way the right of the Company or any Parent, Subsidiary or Affiliate of the
Company to terminate Participant's employment or other relationship at any time,
with or without cause.

      18. CORPORATE TRANSACTIONS.

            18.1 ASSUMPTION OR REPLACEMENT OF AWARDS BY SUCCESSOR. In the event
of (a) a merger or consolidation in which the Company is not the surviving
corporation (other than a merger or consolidation with a wholly-owned
subsidiary, a reincorporation of the Company in a different jurisdiction, or
other transaction in which there is no substantial change in the shareholders of
the company and the Awards granted under the Plan are assumed or replaced by the
successor corporation, which assumption shall be binding on all Participants);
(b) a dissolution or liquidation of the Company; (c) the sale of substantially
all of the assets of the Company; or (d) any other transaction which qualifies
as a "corporate transaction" under Section 424(a) of the Code wherein the
shareholders of the Company give up all of their equity interest in the Company
(except for the acquisition, sale or transfer of all or substantially all of the
outstanding shares of the Company), any or all outstanding Awards may be assumed
or replaced by the successor corporation (if any), which assumption or
replacement shall be binding on all Participants. In the alternative, the
successor corporation may substitute equivalent Awards or provide substantially
similar consideration to Participants as was provided to shareholders (after
taking into account the existing provisions of the Awards). The successor
corporation may also issue, in place of outstanding Shares of the Company held
by the Participant, substantially similar shares or other property subject to
repurchase restrictions no less favorable to the Participant.

            In the event such successor corporation (if any) refuses to assume
or substitute Options, as provided above, pursuant to a transaction described in
this Subsection 18.1, the vesting of any unvested Options shall accelerate, and
the holders thereof shall be provided notice of such acceleration and an
opportunity to exercise the Options in full in the transaction, and such Options
shall expire in such transaction at such time and on such conditions as the
Board shall determine.

                                       10

<PAGE>

            18.2 OTHER TREATMENT OF AWARDS. Subject to any greater rights
granted to Participants under the foregoing provisions of this Section 18, in
the event of the occurrence of any transaction described in Section 18.1, any
outstanding Awards shall be treated as provided in the applicable agreement or
plan of merger, consolidation, dissolution, liquidation, sale of assets or other
"corporate transaction."

            18.3 ASSUMPTION OF AWARDS BY THE COMPANY. The Company, from time to
time, also may substitute or assume outstanding awards granted by another
company, whether in connection with an acquisition of such other company or
otherwise, by either (a) granting an Award under the Plan in substitution of
such other company's award; or (b) assuming such award as if it had been granted
under the Plan if the terms of such assumed award could be applied to an Award
granted under the Plan. Such substitution or assumption shall be permissible if
the holder of the substituted or assumed award would have been eligible to be
granted an Award under the Plan if the other company had applied the rules of
the Plan to such grant. In the event the Company assumes an award granted by
another company, the terms and conditions of such award shall remain unchanged
(except that the exercise price and the number and nature of Shares issuable
upon exercise of any such option will be adjusted approximately pursuant to
Section 424(a) of the Code). In the event the Company elects to grant a new
Option rather than assuming an existing option, such new Option may be granted
with a similarly adjusted Exercise Price.

      19. ADOPTION AND SHAREHOLDER APPROVAL. The Plan shall become effective on
the date that it is adopted by the Board (the "Effective Date"). The Plan shall
be approved by the shareholders of the Company (excluding Shares issued
pursuant to this Plan), consistent with applicable laws, within twelve months
before or after the Effective Date. Upon the Effective Date, the Board may grant
Awards pursuant to the Plan; provided, however, that: (a) no Option may be
exercised prior to initial shareholder approval of the Plan; (b) no Option
granted pursuant to an increase in the number of Shares approved by the Board
shall be exercised prior to the time such increase has been approved by the
shareholders of the Company; and (c) in the event that shareholder approval is
not obtained within the time period provided herein, all Awards granted
hereunder shall be cancelled, any Shares issued pursuant to any Award shall be
cancelled and any purchase of Shares hereunder shall be rescinded. After the
Company becomes subject to Section 16(b) of the Exchange Act, the Company will
comply with the requirements of Rule 16b-3 (or its successor), as amended, with
respect to shareholder approval.

      20. TERM OF PLAN. The Plan will terminate ten (10) years from the
Effective Date or, if earlier, the date of shareholder approval of the Plan.

      21. AMENDMENT OR TERMINATION OF PLAN. The Board may at any time terminate
or amend the Plan in any respect, including without limitation amendment of any
form of Award Agreement or instrument to be executed pursuant to the Plan;
provided, however, that the Board shall not, without the approval of the
shareholders of the Company, amend the Plan in any manner that requires such
shareholder approval pursuant to the Code or the regulations promulgated
thereunder as such provisions apply to ISO plans or pursuant to the Exchange Act
or Rule 16b-3 (or its successor), as amended, thereunder.

      22. NONEXCLUSIVITY OF THE PLAN. Neither the adoption of the Plan by the
Board, the submission of the Plan to the share holders of the Company for
approval, nor any provision of the Plan shall be construed as creating any
limitations on the power of the Board to adopt such additional compensation
arrangements as it may deem desirable, including, without limitation, the
granting of stock options and bonuses otherwise than under the Plan, and such
arrangements may be either generally applicable or applicable only in specific
cases.

      23. DEFINITIONS. As used in the Plan, the following terms shall have the
following meanings:

                                       11

<PAGE>

            "AFFILIATE" means any corporation that directly, or indirectly
through one or more intermediaries, controls or is controlled by, or is under
common control with, another corporation, where "control" (including the terms
"controlled by" and "under common control with") means the possession, direct or
indirect, of the power to cause the direction of the management and policies of
the corporation, whether through the ownership of voting securities, by contract
or otherwise.

            "AWARD" means any award under the Plan, including any Option,
Restricted Stock or Stock Bonus.

            "AWARD AGREEMENT" means, with respect to each Award, the signed
written agreement between the Company and the Participant setting forth the
terms and conditions of the Award.

            "BOARD" means the Board of Directors of the Company.

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

            "COMMITTEE" means the committee appointed by the Board to administer
the Plan, or if no committee is appointed, the Board.

            "COMPANY" means InfraSwitch, Inc, a corporation organized under the
laws of the State of Delaware, or any successor corporation.

            "DISABILITY" means a disability, whether temporary or permanent,
partial or total, as determined by the Committee.

            "DISINTERESTED PERSON" means a director who has not, during the
period that person is a member of the Committee and for one (1) year prior to
service as a member of the Committee, been granted or awarded equity securities
pursuant to the Plan or any other plan of the Company or any Parent, Subsidiary
or Affiliate of the Company, except in accordance with the requirements set
forth in Rule 16b-3(c)(2)(i) (and any successor regulation thereto) as
promulgated by the SEC under Section 16(b) of the Exchange Act, as such rule is
amended from time to time and as interpreted by the SEC.

            "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.

            "EXERCISE PRICE" means the price at which a holder of an Option may
purchase the Shares issuable upon exercise of the Option.

            "FAIR MARKET VALUE" means, as of any date, the value of a share of
the Company's Common Stock determined as follows:

                  (a)   if such Common Stock is then quoted on the Nasdaq
                        National Market, its last reported sale price on the
                        Nasdaq National Market or, if no such reported sale
                        takes place on such date, the average of the closing bid
                        and asked prices;

                  (b)   if such Common Stock is publicly traded and is then
                        listed on a national securities exchange, the last
                        reported sale price or, if no such reported sale takes
                        place on such date, the average of the closing bid and
                        asked prices on the principal national securities
                        exchange on which the Common Stock is listed or admitted
                        to trading;

                                       12

<PAGE>

                  (c)   if such Common Stock is publicly traded but is not
                        quoted on the Nasdaq National Market nor listed or
                        admitted to trading on a national securities exchange,
                        the average of the closing bid and asked prices on such
                        date, as reported by The Wall Street Journal, for the
                        over-the-counter market; or

                  (d)   if none of the foregoing is applicable, by the Board of
                        Directors of the Company in good faith.

            "INSIDER" means an officer or director of the Company or any other
person whose transactions in the Company's Common Stock are subject to Section
16 of the Exchange Act.

            "OPTION" means an award of an option to purchase Shares pursuant to
Section 5.

            "PARENT" means any corporation (other than the Company) in an
unbroken chain of corporations ending with the Company, if at the time of the
granting of an Award under the Plan, each of such 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.

            "PARTICIPANT" means a person who receives an Award under the Plan.

            "PLAN" means this InfraSwitch 2000 Employee and Consultant Equity
Incentive Plan, as amended from time to time.

            "RESTRICTED STOCK AWARD" means an award of Shares pursuant to
Section 6.

            "SEC" means the Securities and Exchange Commission.

            "SECURITIES ACT" means the Securities Act of 1933, as amended.

            "SHARES" means shares of the Company's Common Stock reserved for
issuance under the Plan, as adjusted pursuant to Sections 2 and 15, and any
successor security.

            "STOCK BONUS" means an award of Shares, or cash in lieu of Shares,
pursuant to Section 7.

            "SUBSIDIARY" means any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company if, at the time of
granting of the Award, 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 such claim.

            "TERMINATION" or "TERMINATED" means, for purposes of the Plan with
respect to a Participant, that the Participant has ceased to provide services as
an employee, director, consultant or adviser, to the Company or a Parent,
Subsidiary or Affiliate of the Company, except in the case of sick leave,
military leave, or any other leave of absence approved by the Committee;
provided, however, that such leave is for a period of not more than ninety (90)
days, or reinstatement upon the expiration of such leave is guaranteed by
contract or statute. The Committee shall have sole discretion to determine
whether a Participant has ceased to provide services and the effective date on
which the Participant ceased to provide services (the "Termination Date").

                                       13

<PAGE>
NO._ __

                                  GOBEAM, INC.
               2000 EMPLOYEE AND CONSULTANT EQUITY INCENTIVE PLAN

                             STOCK OPTION AGREEMENT

      THIS STOCK OPTION AGREEMENT (this "Agreement"), is made and entered into
as of the date of grant set forth below (the "Date of Grant") by and between
GoBeam, Inc., a Delaware corporation (the "Company"), and the participant named
below ("Participant"). Capitalized terms not defined herein shall have the
meaning ascribed to them in the Company's 2000 Employment and Consultant Equity
Incentive Plan (the "Plan").

PARTICIPANT:                  ___________________________

SOCIAL SECURITY NUMBER:       ___________________________

ADDRESS:                      ___________________________

TOTAL OPTION SHARES:          _______________________

EXERCISE PRICE PER SHARE:     ___________________________

DATE OF GRANT:                ___________________________

FIRST VESTING DATE:           ___________________________

EXPIRATION DATE:              ___________________________

TYPE OF STOCK OPTION
(CHECK ONE):                          [ ] INCENTIVE STOCK OPTION
                                      [ ] NONQUALIFIED STOCK OPTION

            1. GRANT OF OPTION. The Company hereby grants to Participant an
option (the "Option") to purchase the total number of shares of Common Stock of
the Company set forth above (the "Shares") at the Exercise Price Per Share set
forth above (the "Exercise Price"), subject to all of the terms and conditions
of this Agreement and the Plan. If designated as an Incentive Stock Option
above, the Option is intended to qualify as an "incentive stock option" ("ISO")
within the meaning of Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code").

                                      -1-

<PAGE>

            2. EXERCISE PERIOD.

                  2.1 EXERCISE PERIOD OF OPTION. Provided Participant continues
to be an employee or service provider of the Company or any Subsidiary or Parent
throughout the specified period, the Option shall become exercisable as to
portions of the Shares as follows: (a) This Option shall not be exercisable with
respect to any of the Shares until the First Vesting Date set forth above (the
"First Vesting Date"); (b) on the First Vesting Date the Option shall become
exercisable as to twenty-five percent (25%) of the Shares; and (c) thereafter,
the remaining seventy-five percent (75%) shall vest at the rate of one
thirty-sixth (1/36) per month for thirty-six (36) consecutive months commencing
one month after the First Vesting Date. If application of the vesting percentage
causes a fractional Share, such Share shall be rounded down to a whole Share.

                  2.2 EXPIRATION. The Option shall expire on the Expiration Date
set forth above (the "Expiration Date") and must be exercised, if at all, on or
before the Expiration Date.

            3. TERMINATION.

                  3.1 TERMINATION FOR ANY REASON EXCEPT DEATH OR DISABILITY. If
Participant is terminated for any reason, except death or Disability, the
Option, to the extent (and only to the extent) that it would have been
exercisable by Participant on the date of Termination, may be exercised by
Participant no later than three (3) months after the date of Termination, but in
any event no later than the Expiration Date.

                  3.2 TERMINATION BECAUSE OF DEATH OR DISABILITY. If Participant
is Terminated because of death or Disability of Participant, the Option, to the
extent that it is exercisable by Participant on the date of Termination may be
exercised by Participant (or Participant's legal representative) no later than
twelve (12) months after the date of Termination, but in any event no later than
the Expiration Date.

                  3.3 NO OBLIGATION TO EMPLOY. Nothing in the Plan or this
Agreement shall confer on Participant any right to continue in the employ of, or
other relationship with, the Company or any Parent, Subsidiary or Affiliate of
the Company, or limit in any way the right of the Company or any Parent,
Subsidiary or Affiliate of the Company to terminate Participant's employment or
other relationship at any time, with or without cause.

            4. MANNER OF EXERCISE.

                  4.1 STOCK OPTION EXERCISE AGREEMENT. To exercise this Option,
Participant (or in the case of exercise after Participant's death, Participant's
executor, administrator, heir or legatee, as the case may be) must deliver to
the Company an executed stock option exercise agreement in the form as may be
approved by the Company from time to time (the "Exercise Agreement"), which
shall set forth, inter alia. Participant's election to exercise the Option, the
number of Shares being purchased, any restrictions imposed on the Shares and any
representations, warranties and agreements regarding Participant's investment
intent and access to information as may be required by the Company to comply
with applicable securities laws. If someone other than Participant exercises the
Option, then such person must submit documentation reasonably acceptable to the
Company that such person has the right to exercise the Option.

                  4.2 LIMITATIONS ON EXERCISE. The Option may not be exercised
unless such exercise is in compliance with all applicable federal and state
securities laws, as they are in effect on the date of exercise. The Option may
not be exercised as to fewer than 100 Shares unless it is exercised as to all
Shares as to which the Option is then exercisable.

                                      -2-

<PAGE>

                  4.3 PAYMENT. The Exercise Agreement shall be accompanied by
full payment of the Exercise Price for the Shares being purchased in cash (by
check), or where expressly approved by the Committee and where permitted by law:

                        (a) by cancellation of indebtedness of the Company to
the Participant;

                        (b) by waiver of compensation due or accrued to
Participant for services rendered;

                        (c) provided that a public market for the Company's
stock exists, (1) through a "same day sale" commitment from Participant and a
broker-dealer that is a member of the National Association of Securities Dealers
(an "NASD Dealer") whereby Participant irrevocably elects to exercise the Option
and to sell a portion of the Shares so purchased to pay for the exercise price
and whereby the NASD Dealer irrevocably commits upon receipt of such Shares to
forward the exercise price directly to the Company, or (2) through a "margin"
commitment from Participant and an NASD Dealer whereby Participant irrevocably
elects to exercise the Option and to pledge the Shares so purchased to the NASD
Dealer in a margin account as security for a loan from the NASD Dealer in the
amount of the exercise price, and whereby the NASD Dealer irrevocably commits
upon receipt of such Shares to forward the exercise price directly to the
Company; or

                        (d) with the written consent of the Company, by tender
of a full recourse promissory note secured by an agreement pledging the Shares;

                        (e) (1) In the event that this Option is exercised
immediately prior to the closing by the Company of a "corporate transaction" as
defined in Section 18.1 of the Plan, or the closing of the initial public
offering of the Company's Common Stock pursuant to a registration statement
under the Securities Act (the "Initial Public Offering"), in lieu of exercising
the Option in the manner provided above, the Participant may elect to receive
shares equal to the value of the Option (or the portion thereof being canceled)
by surrender of this Option at the principal office of the Company together with
notice of such election in which event the Company shall issue to holder a
number of shares of Common Stock computed using the following formula:

                        X = Y(A-B)/A

            Where       X = The number of shares of Common Stock to be issued
                            to the Participant.

                        Y = The number of shares of Common Stock purchasable
                            under the Option (at the date of such calculation).

                        A = The fair market value of one share of Common Stock
                            (at the date of such calculation).

                        B = The Purchase Price (as adjusted to the date of
                            such calculation).

                            (2) For purposes of this Section (e), the fair
market value of the Company's Common Stock shall be the price per share which
the Company receives for a single share of Common Stock in the corporate
transaction, or, if the Option is exercised in connection with the Initial
Public Offering, the fair market value of the Company's Common Stock shall be
equal to the mid-price of the range of

                                      -3-

<PAGE>

prices set forth in he registration statement relating to the Initial Public
Offering or, if a subsequent amendment thereto sets forth a different range of
prices (other than a "pricing amendment" setting forth a single, final price)
then the mid-price of the range of prices set forth in such amendment; or

                        (f) by any combination of the foregoing.

            5. REPURCHASE RIGHT

                  5.1 GRANT. Notwithstanding any other provision hereof, while
the Participant is a service provider to the Company, the Participant may elect
to exercise all but not less than all remaining Shares under the Option, whether
or not vested, subject to the following provisions. The Company is hereby
granted the right (the "Repurchase Right"), exercisable at any time during the
ninety (90) day period following the date the Participant ceases for any reason
to be a service provider to the Company, to repurchase at the Purchase Price all
of the Shares in which the Participant has not acquired a vested interest in
accordance with the vesting provisions of paragraph 2.1 hereof (such shares to
be hereinafter called the "Unvested Shares").

                  5.2 EXERCISE OF THE REPURCHASE RIGHT. The Repurchase Right
shall be exercisable by written notice delivered to the Participant prior to the
expiration of the applicable ninety (90) day period specified in paragraph 5.1
hereof. The notice shall indicate the number of Unvested Shares to be
repurchased and the date on which the repurchase is to be effected, such date to
be not more than thirty (30) days after the date of notice. The Company shall,
concurrently with the receipt of the stock certificates from escrow in
accordance with paragraph 14 of the Plan, pay to Participant in cash or cash
equivalents (including the cancellation of any purchase-money indebtedness), an
amount equal to the Purchase Price previously paid for the Unvested Shares which
are to be repurchased by the Company.

                  5.3 TERMINATION OF THE REPURCHASE RIGHT/VESTING. The
Repurchase Right shall terminate with respect to any Shares for which it is not
timely exercised under paragraph 5.2 hereof. In addition, the Repurchase Right
shall terminate, and cease to be exercisable, with respect to any and all Shares
in which Participant vests in accordance with the option vesting schedule set
forth in paragraph 2.1 above. Accordingly, Participant shall acquire a vested
interest in, and the Repurchase Right shall lapse with respect to, the Shares at
such time as they would otherwise have vested under paragraph 2.1.

                  5.4 FRACTIONAL SHARES. No fractional shares shall be
repurchased by the Company. Accordingly should the Repurchase Right extend to a
fractional share (in accordance with the vesting computation provisions of
paragraph 5.3 hereof) at the time the Participant ceases to be a service
provider, then such fractional share shall be added to any fractional share in
which the Participant is at such time vested in order to make one whole vested
share no longer subject to the Repurchase Right.

                  5.5 ADDITIONAL SHARES OR SUBSTITUTED SECURITIES. In the event
of any stock dividend, stock split recapitalization, or other change affecting
the Company's outstanding Common Stock as a class effected without receipt of
consideration, then any new, substituted, or additional securities or other
property (including money paid other than as a regular cash dividend) which is
by reason of any such transaction distributed with respect to the Shares shall
be immediately subject to the Repurchase Right, but only to the extent the
Shares are at the time covered by such right. Appropriate adjustments to reflect
the distribution of such securities or property shall be made to the number of
Shares hereunder and to the price per share to be paid upon the exercise of the
Repurchase Right in order to reflect the effect of any such transaction upon the
Company's capital structure; provided, however, that the aggregate purchase
price shall remain the same.

                                      -4-

<PAGE>

                  5.6 CORPORATE TRANSACTION. In the event of any of the
following transactions (a "Corporate Transaction"):

                  a) a merger or acquisition in which the Company is not the
surviving entity, except for a transaction the principal purpose of which is to
change the State in which the Company is incorporated;

                  b) the sale, transfer or other disposition of all or
substantially all of the assets of the Company; or

                  c) any reverse merger in which the Company is the surviving
entity but in which fifty percent (50%) or more of the Company's outstanding
voting stock is transferred to holders different from those who held the stock
immediately prior to such merger;

            then the Repurchase Right shall automatically lapse in its entirety,
and the Participant shall acquire a vested interest in all the Shares, upon the
consummation of such Corporate Transaction, unless the acquirer of such assets
or capital stock or successor corporation agrees that all consideration paid to
or exchanged for any Unvested Shares shall continue to be subject to the vesting
schedule set forth in paragraph 2.1 hereof based on the Participant's continued
employment with such acquirer or successor corporation on the same terms and
conditions as set forth herein. Notwithstanding the foregoing vesting schedule,
in the event the Participant is an employee of the Company (or a parent or
subsidiary of the Company) at the time the Company consummates a Corporate
Transaction and within twelve months following the consummation of such
Corporate Transaction the Participant is (i) terminated without Cause; (ii) the
principal place of the performance of Participant's responsibilities (the
"Principal Location") is changed to a location more than thirty-five (35) miles
from Participant's Principal Location immediately prior to the Corporate
Transaction, or (iii) there is a material reduction in Participant's
responsibilities without Cause; then the Repurchase Right shall lapse with
regard to one hundred percent (100%) of the Purchased Shares. As used herein,
"Cause" shall mean misconduct, including: (i) commission of any felony or any
crime involving moral turpitude or dishonesty; (ii) participation in a fraud or
act of dishonesty against the Company; (iii) willful and material breach of the
Company's policies; (iv) intentional and material damage to the Company's
property; (v) wrongful disclosure of any trade secrets or other confidential
information of the Company; or (vi) material breach of Participant's Proprietary
Information and Inventions Agreement or similar agreement with the Company.

                  5.7 ASSIGNMENT. In the event the Company for any reason elects
not to exercise the Repurchase Right pursuant to this Article 5, the Company may
assign it, provided that the Repurchase Right shall not extend beyond the ninety
(90) day period described in paragraph 5.2 hereof. In the event that the Company
and such assignees do not elect to exercise the Repurchase Right as to all of
the shares of stock subject to it, the Repurchase Right shall expire as to all
shares, which the Company and such assignees have not elected to purchase.

            6. MARKET STANDOFF. In connection with any underwritten public
offering by the Company of its equity securities pursuant to an effective
registration statement filed under the Act, a person shall not sell, or make any
short sale of, loan, hypothecate, pledge, grant any option for the purchase of,
or otherwise dispose or transfer for value or otherwise agree to engage in any
of the foregoing transactions with respect to, any Shares issued pursuant to an
Option granted under the Plan without the prior written consent of the Company
or its underwriters. The Company and its underwriters may request such
additional written agreements in furtherance of such standoff in the form
reasonably satisfactory to the Company and such underwriters. Any Shares issued
under this Option shall be stamped or otherwise imprinted with a legend
substantially in the following form:

                                      -5-

<PAGE>

                THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE
               SUBJECT TO CERTAIN LOCK-UP RESTRICTIONS ON TRANSFER
                SET FORTH IN THAT CERTAIN STOCK OPTION AGREEMENT
               BETWEEN THE ORIGINAL HOLDER HEREOF AND THE COMPANY.

            7. TAX WITHHOLDING. Prior to the issuance of the Shares upon
exercise of the Option, Participant must pay or provide for any applicable
federal or state withholding obligations of the Company. If the Committee
permits, Participant may provide for payment of withholding taxes upon exercise
of the Option by requesting that the Company retain Shares with a Fair Market
Value equal to the minimum amount of taxes required to be withheld. In such
case, the Company shall issue the net number of Shares to the Participant by
deducting the Shares retained from the Shares issuable upon exercise.

            8. ISSUANCE OF SHARES. Provided that the Exercise Agreement and
payment are in form and substance satisfactory to counsel for the Company, the
Company shall issue the Shares registered in the name of Participant,
Participant's authorized assignee, or Participant's legal representative, and
shall deliver certificates representing the Shares with the appropriate legends
affixed thereto.

            9. NOTICE OF DISQUALIFYING DISPOSITION OF ISO SHARES. If the Option
is an ISO, and if Participant sells or otherwise disposes of any of the Shares
acquired pursuant to the ISO on or before the later of (1) the date two years
after the Date of Grant, and (2) the date one year after transfer of such Shares
to Participant upon exercise of the Option, Participant shall immediately notify
the Company in writing of such disposition. Participant agrees that Participant
may be subject to income tax withholding by the Company on the compensation
income recognized by Participant from the early disposition by payment in cash
or out of the current wages or other compensation payable to Participant.

            10. COMPLIANCE WITH LAWS AND REGULATIONS. The exercise of the Option
and the issuance and transfer of Shares shall be subject to compliance by the
Company and Participant with all applicable requirements of federal and state
securities laws and with all applicable requirements of any stock exchange on
which the Company's Common Stock may be listed at the time of such issuance or
transfer. Participant understands that the Company is under no obligation to
register or qualify the Shares with the Securities and Exchange Commission, any
state securities commission or any stock exchange to effect such compliance.

            11. NONTRANSFERABILITY OF OPTION. The Option may not be transferred
in any manner other than by will or by the laws of descent and distribution and
may be exercised during the lifetime of Participant only by Participant. The
terms of the Option shall be binding upon the executors, administrators,
successors and assigns of Participant.

            12. FEDERAL TAX CONSEQUENCES. Set forth below is a brief summary as
of the Date of Grant of some of the federal tax consequences of exercise of the
Option and disposition of the Shares. THIS SUMMARY IS NECESSARILY INCOMPLETE,
AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. THIS SUMMARY DOES NOT
ADDRESS STATE OR LOCAL TAX LAWS OR THE TAX LAWS OF COUNTRIES OTHER THAN THE
UNITED STATES. PARTICIPANT SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THE
OPTION OR DISPOSING OF THE SHARES.

                                      -6-

<PAGE>

                  12.1 EXERCISE OF ISO. If the Option qualifies as an ISO, there
will be no regular federal income tax liability upon the exercise of the Option,
although the excess, if any, of the fair market value of the Shares on the date
of exercise over the Exercise Price may be treated as an adjustment to the
Participant's income for purposes of the alternative minimum tax and may subject
the Participant to the alternative minimum tax in the year of exercise.

                  12.2 EXERCISE OF NONQUALIFIED STOCK OPTION. If the Option does
not qualify as an ISO, there may be a regular federal income tax liability upon
the exercise of the Option. Participant will be treated as having received
compensation income (taxable at ordinary income tax rates) equal to the excess,
if any, of the fair market value of the Shares on the date of exercise over the
Exercise Price. The Company will be required to withhold from Participant's
compensation or collect from Participant and pay to the applicable taxing
authorities an amount equal to a percentage of this compensation income at the
time of exercise.

                  12.3 DISPOSITION OF SHARES. If the Shares are held for more
than twelve (12) months after the date of the transfer of the Shares pursuant to
the exercise of the Option (and, in the case of an ISO, are disposed of more
than two years after the Date of Grant), any gain realized on disposition of the
Shares will be treated as long term capital gain for federal income tax
purposes. If Shares purchased under an ISO are disposed of within one year of
exercise or within two years after the Date of Grant, any gain realized on such
disposition will be treated as compensation income (taxable at ordinary income
rates) to the extent of the excess, if any, of the Fair Market Value of the
Shares on the date of exercise over the Exercise Price.

            13. PRIVILEGES OF STOCK OWNERSHIP. Participant shall not have any of
the rights of a shareholder with respect to any Shares until Participant
exercises the Option and pays the Exercise Price.

            14. INTERPRETATION. Any dispute regarding the interpretation of this
Agreement shall be submitted by Participant or the Company to the Committee for
review. The resolution of such a dispute by the Committee shall be final and
binding on the Company and Participant.

            15. ENTIRE AGREEMENT. The Plan is incorporated herein by reference.
This Agreement and the Plan constitute the entire agreement of the parties and
supersede all prior undertakings and agreements with respect to the subject
matter hereof.

            16. NOTICES. Any notice required to be given or delivered to the
Company under the terms of this Agreement shall be in writing and addressed to
the Corporate Secretary of the Company at its principal corporate offices. Any
notice required to be given or delivered to Participant shall be in writing and
addressed to Participant at the address indicated above or to such other address
as such party may designate in writing from time to time to the Company. All
notices shall be deemed to have been given or delivered upon: personal delivery;
three (3) days after deposit in the United States mail by certified or
registered mail (return receipt requested); one (1) business day after deposit
with any return receipt express courier (prepaid); or one (1) business day after
transmission by facsimile or telecopier.

            17. SUCCESSORS AND ASSIGNS. The Company may assign any of its rights
under this Agreement. This Agreement shall be binding upon and inure to the
benefit of the successors and assigns of the Company. Subject to the
restrictions on transfer set forth herein, this Agreement shall be binding upon
Participant and Participant's heirs, executors, administrators, legal
representatives, successors and assigns.

                                      -7-

<PAGE>

            18. GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with 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 California.

            19. ACCEPTANCE. Participant hereby acknowledges receipt of a copy of
the Plan and this Agreement. Participant has read and understands the terms and
provisions thereof, and accepts the Option subject to all the terms and
conditions of the Plan and this Agreement. Participant acknowledges that there
may be adverse tax consequences upon exercise of the Option or disposition of
the Shares and that Participant should consult a tax adviser prior to such
exercise or disposition.

            IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed in duplicate by its duly authorized representative and Participant has
executed this Agreement in duplicate as of the Grant Date.

GOBEAM, INC.                                      PARTICIPANT
A DELAWARE CORPORATION

By:____________________________________           ______________________________
                                                            (Signature)

   ____________________________________
            (Print Name and Title)

                                      -8-

<PAGE>

                                    EXHIBIT A

                                  GOBEAM, INC.
               2000 Employee and Consultant Equity Incentive Plan

                                 EXERCISE NOTICE

GoBeam, Inc.
260 N. Wolfe Road
Sunnyvale CA 94086

1. Exercise of Option. Effective as of today, _________________, _____, the
undersigned, ___________________________("Purchaser"), hereby elects to
purchase__________________(_________) shares (the "Shares") of the Common Stock
of GoBeam, Inc., a Delaware corporation (the "Company"), under and pursuant to
the 2000 Employee and Consultant Equity Incentive Plan (the "Plan"), and the
Stock Option Agreement dated_______________,_____(the "Option Agreement"). The
purchase price per share for the Shares shall be $__for an aggregate purchase
price of $_____, as required by the Option Agreement.

2. Delivery of Payment. Purchaser herewith delivers to the Company the full
purchase price for the Shares. I hereby elect to pay the exercise price by the
method marked below:

               a.___________Cash
               b.___________Check
               c.___________Same day exercise and sale
               d.___________Delivery of already owned shares of Common Stock
               e.___________Promissory Note

3. Broker Instructions. In the event I have elected to exercise options via the
same day exercise and sale method, you are hereby authorized to
instruct_______________(the "Broker") to accept the proceeds deriving from the
sale of the Shares, and to take the following actions: (i) to deduct from the
proceeds of the sale the aggregate purchase exercise price specified above; (ii)
to deduct from the proceeds of the sale any Company expenses; (iii) to deduct
from the proceeds any tax withholding requested by the Company and to request in
writing from the Company a statement of the tax amounts to be withheld, if no
request has been given by the Company; (iv) to deliver the above amounts so
deducted to the Company; and (v) to deliver the remaining proceeds to me as I
shall direct the Broker.

      These instructions shall be construed as authorizing the Broker and the
Company to take any other actions reasonably necessary to affect the purposes
hereof and the Broker and the Company may rely upon any statements and
undertakings made herein by the undersigned, as if said statements and
undertakings were made directly to the Broker and the Company.

      I further acknowledge that I shall bear sole responsibility for any
commissions and fees relating to the performance of these instructions by the
Broker or the Company, and any other banking activities and will, upon demand,
indemnify and defend the Broker or the Company against any amounts, which may be
owing in this regard.

                                      -9-

<PAGE>

4. Escrow for Unvested Shares.

      a) Deposit. Upon issuance, the certificate for any shares subject to
repurchase rights hereunder shall be deposited in escrow with the Company to be
held in accordance with the provisions of this Article 4. Such deposited
certificate shall be accompanied by a duly executed Assignment Separate from
Certificate in the form of Exhibit A attached hereto. The deposited certificate,
together with any other assets or securities from time to time deposited with
the Company pursuant to the requirements of this Agreement, shall remain in
escrow until such time or times as the certificate (or other assets and
securities) shall be released or otherwise surrendered for cancellation in
accordance with paragraph 4 hereof.

      b) Recapitalization. Any cash dividends on the Shares (or other securities
at the time held in escrow) shall be paid directly to the Purchaser and shall
not be held in escrow. However, in the event of any stock dividend, stock split,
recapitalization, or other change affecting the Company's outstanding Common
Stock as a class effected without receipt of consideration, any new,
substituted, or additional securities or other property which is by reason of
such event distributed with respect to the Shares shall be immediately delivered
to the Company to be held in escrow under this Article 4, but only to the extent
the Shares are at the time subject to the escrow requirements of paragraph 14 of
the Plan.

      c) Release/Surrender. The Shares, together with any other assets or
securities held in escrow hereunder, shall be subject to the following terms and
conditions relating to their release from escrow or their surrender to the
Company for repurchase and cancellation:

            i. Should the Company (or its assignees) elect to exercise the
Repurchase Right under paragraph 5 with respect to any Unvested Shares, then the
escrowed certificates for such Unvested Shares (together with any other assets
or securities issued with respect thereto) shall be delivered to the Company for
cancellation, concurrently with the payment to the Purchaser, in cash or cash
equivalent (including the cancellation of any purchase-money indebtedness), of
an amount equal to the aggregate Purchase Price for such Unvested Shares, and
the Purchaser shall cease to have any further rights or claims with respect to
such Unvested Shares (or other assets or securities).

            ii. When all of the Shares are free of all repurchase rights
hereunder the Shares as well as all other vested assets and securities) shall be
released from escrow and delivered to the Purchaser upon the request of the
Purchaser.

            iii. All Shares (or other assets or securities) released from escrow
in accordance with the above provisions shall nevertheless remain subject to all
other restrictions applicable thereto (whether under this Agreement or
otherwise), until such provisions terminate in accordance with their terms.

5. Section 83(b) Election. The Purchaser understands that under Section 83 of
the Internal Revenue Code of 1986, as amended (the "Code"), the excess of the
fair market value of the Shares on the date any forfeiture restrictions
applicable to such shares lapse over the Purchase Price paid for such shares may
be reportable as ordinary income at that time. For this purpose, the term
"forfeiture restrictions" includes the right of the Company to repurchase a
portion of the Shares pursuant to this Agreement. Purchaser understands,
however, that Purchaser may elect to be taxed at the time such Shares are
acquired hereunder, rather than when and as such Shares cease to be subject to
such forfeiture restrictions, by filing an election under Section 83(b) of the
Code with the Internal Revenue Service within thirty (30) days after the date of
this Agreement. Even if the fair market value of the Shares at the date of this
Agreement equals the Purchase Price paid (and thus no

                                      -10-
<PAGE>
tax is payable), the election must be made to avoid adverse tax consequences in
the future. The form for making this election is attached as Exhibit B hereto.
Purchaser understands that failure to make this filing within the thirty (30)
day period will result in the recognition of ordinary income by the Purchaser as
the forfeiture restrictions lapse. PURCHASER ACKNOWLEDGES THAT IT IS PURCHASER'S
SOLE RESPONSIBILITY, AND NOT THE COMPANY'S, TO FILE A TIMELY ELECTION UNDER
SECTION 83(b), EVEN IF PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO
MAKE THIS FILING ON HIS/HER BEHALF.

6. Representations of Purchaser. Purchaser acknowledges that Purchaser has
received, read and understood the Plan and the Agreement, and agrees to abide by
and be bound by their terms and conditions.

7. Rights as Stockholder. Until the issuance (as evidenced by the appropriate
entry on the books of the Company or of a duly authorized transfer agent of the
Company) of the stock certificate evidencing such Shares, no right to vote or
receive dividends or any other rights as a Stockholder shall exist with respect
to the Shares, notwithstanding the exercise of the Option. In the event
Purchaser has not sold the Shares in a same day exercise and sale, a share
certificate for the number of Shares so acquired shall be issued to the
Purchaser as soon as practicable after exercise of the Option. No adjustment
will be made for a dividend or other right for which the record date is prior to
the date the stock certificate is issued, except as provided in the Plan.

8. Tax Consultation; Payment of Taxes. Purchaser understands that Purchaser may
suffer adverse tax consequences as a result of Purchaser's purchase or
disposition of the Shares. Purchaser represents that Purchaser has consulted
with any tax consultants Purchaser deems advisable in connection with the
purchase or disposition of the Shares and that Purchaser is not relying on the
Company for any tax advice.

      Purchaser agrees to satisfy all applicable federal, state and local income
and employment tax withholding obligations with respect to the exercise of the
Option and, if applicable, the sale of the Shares and will, upon demand,
indemnify and defend the Company and, if applicable, the Broker, against any
amounts which may be owing in this regard. Purchaser also agrees, as partial
consideration for the designation of the Option as an Incentive Stock Option, if
applicable, to notify the Company in writing within thirty (30) days of any
disposition of any Shares acquired by exercise of the Option if such disposition
occurs within two (2) years from the Date of Grant or within one (1) year from
the date the Shares were transferred to Purchaser. If the Company is required to
satisfy any federal, state or local income or employment tax withholding
obligations as a result of such an early disposition, Purchaser agrees to
satisfy the amount of such withholding in a manner that the Committee
prescribes.

9. Entire Agreement. The Plan and Agreement are incorporated herein by
reference. This Agreement, the Plan and the Agreement constitute the entire
agreement of the parties and supersede in their entirety all prior undertakings
and agreements of the Company and Purchaser with respect to the subject matter
hereof.

10. Successors and Assigns. The Company may assign any of its rights under this
Exercise Notice to single or multiple assignees, and this Agreement shall inure
to the benefit of the successors and assigns of the Company. This Exercise
Notice shall be binding upon Purchaser and his or her heirs, executors,
administrators, successors and assigns.

11. Headings. The captions used in this Agreement are inserted for convenience
and shall not be deemed a part of this Agreement for construction or
interpretation.

                                      -11-
<PAGE>

12. Interpretation. Any dispute regarding the interpretation of this Exercise
Notice shall be submitted by Purchaser or by the Company forthwith to the
Company's Board of Directors or the Committee that administers the Plan, which
shall review such dispute at its next regular meeting. The resolution of such a
dispute by the Board or Committee shall be final and binding on all persons.

13. Governing Law; Severability. This Agreement shall be governed by and
construed in accordance with the laws of the State of California as it applies
to contracts entered into and to be performed entirely within that state. Should
any provision of this Agreement be determined by a court of law to be illegal or
unenforceable, the other provisions shall nevertheless remain effective and
shall remain enforceable.

14. Notices. Any notice required or permitted hereunder shall be given in
writing and shall be deemed effectively given upon personal delivery or upon
deposit in the United States mail by certified mail, with postage and fees
prepaid, addressed to the other party at its address as shown below beneath its
signature, or to such other address as such party may designate in writing from
time to time to the other party.

15. Further Instruments. The parties agree to execute such further instruments
and to take such further action as may be reasonably necessary to carry out the
purposes and intent of this agreement.

Submitted by:                             Accepted by:
PURCHASER:                                GOBEAM, INC.:

By:_______________________________        By:_______________________________
            (Signature)                                 (Signature)

   _______________________________           _______________________________
       (Print Name and Title)                    (Print Name and Title)

Address:                                  Address:
_______________________________           260 N. Wolfe Road
_______________________________           Sunnyvale, CA 94086

                                      -12-
<PAGE>

                                    EXHIBIT B

                          ELECTION UNDER SECTION 83(b)
                      OF THE INTERNAL REVENUE CODE OF 1986

      The undersigned,____________________________(the "Taxpayer"), hereby makes
the election under Section 83(b) of the Internal Revenue Code of 1986, as
amended (the "Code"), with respect to shares of Common Stock of GoBeam, Inc.
(the "Shares" or "Property") acquired by the undersigned during the taxable
year.

      The following information with respect to such election is provided below:

      1.    NAME, ADDRESS AND SOCIAL SECURITY NUMBER OF THE TAXPAYER:

            ___________________________________________
            ___________________________________________
            ___________________________________________

            Social Security Number: ___________________

      2.    A DESCRIPTION OF EACH PROPERTY WITH RESPECT TO WHICH THE ELECTION IS
            BEING MADE:

            ___________shares of Common Stock of GoBeam, Inc., a Delaware
            corporation.

      3.    DATE ON WHICH THE PROPERTY WAS TRANSFERRED AND THE TAXABLE YEAR FOR
            WHICH THE ELECTION IS MADE:

            Date of Transfer:    ________________________

            Taxable Year:        ________________________Calendar Year

      4.    NATURE OF THE RESTRICTIONS TO WHICH THE PROPERTY IS SUBJECT:

      The Taxpayer is required to sell the Shares back to GoBeam, Inc., a
      Delaware corporation, at their original purchase price if the Taxpayer
      terminates employment or service with GoBeam, Inc. before the Taxpayer's
      rights to the Shares have vested. Twenty-five percent of the Shares will
      vest on the First Vesting Date and the remainder will vest at the rate of
      1/36th per month starting one month after the First Vesting Date, until
      fully vested, unless vesting ceases as set forth in the 2000 Employee and
      Consultant Equity Incentive Plan of GoBeam, Inc. or the Stock Option
      Agreement under which the Shares were acquired.

                                      -13-
<PAGE>

      5.    FAIR MARKET VALUE AT THE TIME OF TRANSFER OF THE PROPERTY:

            $___ per share

      6.    THE AMOUNT PAID FOR THE PROPERTY:

            $___ per share

      7.    ADDITIONAL COPIES OF ELECTION:

            A copy of this election has been furnished to GoBeam, Inc., a
            Delaware corporation, the entity for which services were performed.

      8.    PERFORMANCE OF SERVICES AND BENEFICIAL TRANSFEREE:

            The Taxpayer performed the services in connection with the transfer
            of the Property and is the beneficial transferee of the Property.

                                      * * *

      The undersigned understands that the foregoing election may not be revoked
except with the consent of the Commissioner.

 Dated:_______________                  TAXPAYER:

                                        ____________________________

                                        TAXPAYER'S SPOUSE'S CONSENT:

                                        ____________________________

                                      -14-
<PAGE>

                                    EXHIBIT C

                      ASSIGNMENT SEPARATE FROM CERTIFICATE

      FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto _________________________________________(_______________) shares of the
Common Stock of GoBeam, Inc. (the "Company") standing in the undersigned's name
on the books of the Company represented by Certificate No.__________herewith and
do hereby irrevocably constitute and appoint Attorney to transfer such Common
Stock on the books of the within named Company with full power of substitution
in the premises.

      Dated:____________

                                        _______________________________________
                                        (Signature)

                                        _______________________________________

                                        _______________________________________
                                        (Spouse's Signature, if applicable)

                                        _______________________________________
                                        (Printed Name)

     THIS ASSIGNMENT IS SOLELY FOR THE PURPOSE OF EFFECTING A REPURCHASE OF
     SHARES UNDER THE TERMS OF THE STOCK OPTION AGREEMENT PURSUANT TO WHICH
                       THE SIGNATORY PURCHASED THE SHARES.

                                      -15-
<PAGE>

NO._ __

                                  GOBEAM, INC.
               2000 EMPLOYEE AND CONSULTANT EQUITY INCENTIVE PLAN

                             STOCK OPTION AGREEMENT

      THIS STOCK OPTION AGREEMENT (this "Agreement"), is made and entered into
as of the date of grant set forth below (the "Date of Grant") by and between
GoBeam, Inc., a Delaware corporation (the "Company"), and the participant named
below ("Participant"). Capitalized terms not defined herein shall have the
meaning ascribed to them in the Company's 2000 Employment and Consultant Equity
Incentive Plan (the "Plan").

PARTICIPANT:                    ________________________________

SOCIAL SECURITY NUMBER:         ________________________________

ADDRESS:                        ________________________________

                                ________________________________

TOTAL OPTION SHARES:            ___________________________

EXERCISE PRICE PER SHARE:       ________________________________

DATE OF GRANT:                  ________________________________

FIRST VESTING DATE:             ________________________________

EXPIRATION DATE:                ________________________________

TYPE OF STOCK OPTION
(CHECK ONE):                     [ ] INCENTIVE STOCK OPTION
                                 [ ] NONQUALIFIED STOCK OPTION

            1. GRANT OF OPTION. The Company hereby grants to Participant an
option (the "Option") to purchase the total number of shares of Common Stock of
the Company set forth above (the "Shares") at the Exercise Price Per Share set
forth above (the "Exercise Price"), subject to all of the terms and conditions
of this Agreement and the Plan. If designated as an Incentive Stock Option
above, the Option is intended to qualify as an "incentive stock option" ("ISO")
within the meaning of Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code").

                                      -1-
<PAGE>

            2. EXERCISE PERIOD.

                  2.1 EXERCISE PERIOD OF OPTION. Provided Participant continues
to be an employee or service provider of the Company or any Subsidiary or Parent
throughout the specified period, the Option shall become exercisable as to
portions of the Shares as follows: (a) This Option shall not be exercisable with
respect to any of the Shares until the First Vesting Date set forth above (the
"First Vesting Date"); (b) on the First Vesting Date the Option shall become
exercisable as to twenty-five percent (25%) of the Shares; and (c) thereafter,
the remaining seventy-five percent (75%) shall vest at the rate of one
thirty-sixth (1/36) per month for thirty-six (36) consecutive months commencing
one month after the First Vesting Date. If application of the vesting percentage
causes a fractional Share, such Share shall be rounded down to a whole Share.

                  2.2 EXPIRATION. The Option shall expire on the Expiration Date
set forth above (the "Expiration Date") and must be exercised, if at all, on or
before the Expiration Date.

            3. TERMINATION.

                  3.1 TERMINATION FOR ANY REASON EXCEPT DEATH OR DISABILITY. If
Participant is terminated for any reason, except death or Disability, the
Option, to the extent (and only to the extent) that it would have been
exercisable by Participant on the date of Termination, may be exercised by
Participant no later than three (3) months after the date of Termination, but in
any event no later than the Expiration Date.

                  3.2 TERMINATION BECAUSE OF DEATH OR DISABILITY. If Participant
is Terminated because of death or Disability of Participant, the Option, to the
extent that it is exercisable by Participant on the date of Termination, may be
exercised by Participant (or Participant's legal representative) no later than
twelve (12) months after the date of Termination, but in any event no later than
the Expiration Date.

                  3.3 NO OBLIGATION TO EMPLOY. Nothing in the Plan or this
Agreement shall confer on Participant any right to continue in the employ of, or
other relationship with, the Company or any Parent, Subsidiary or Affiliate of
the Company, or limit in any way the right of the Company or any Parent,
Subsidiary or Affiliate of the Company to terminate Participant's employment or
other relationship at any time, with or without cause.

            4. MANNER OF EXERCISE.

                  4.1 STOCK OPTION EXERCISE AGREEMENT. To exercise this Option,
Participant (or in the case of exercise after Participant's death, Participant's
executor, administrator, heir or legatee, as the case may be) must deliver to
the Company an executed stock option exercise agreement in the form as may be
approved by the Company from time to time (the "Exercise Agreement"), which
shall set forth, inter alia, Participant's election to exercise the Option, the
number of Shares being purchased, any restrictions imposed on the Shares and any
representations, warranties and agreements regarding Participant's investment
intent and access to information as may be required by the Company to comply
with applicable securities laws. If someone other than Participant exercises the
Option, then such person must submit documentation reasonably acceptable to the
Company that such person has the right to exercise the Option.

                  4.2 LIMITATIONS ON EXERCISE. The Option may not be exercised
unless such exercise is in compliance with all applicable federal and state
securities laws, as they are in effect on the date of exercise. The Option may
not be exercised as to fewer than 100 Shares unless it is exercised as to all
Shares as to which the Option is then exercisable.

                                      -2-
<PAGE>

                  4.3 PAYMENT. The Exercise Agreement shall be accompanied by
full payment of the Exercise Price for the Shares being purchased in cash (by
check), or where expressly approved by the Committee and where permitted by law:

                        (a) by cancellation of indebtedness of the Company to
the Participant;

                        (b) by waiver of compensation due or accrued to
Participant for services rendered;

                        (c) provided that a public market for the Company's
stock exists, (1) through a "same day sale" commitment from Participant and a
broker-dealer that is a member of the National Association of Securities Dealers
(an "NASD Dealer") whereby Participant irrevocably elects to exercise the Option
and to sell a portion of the Shares so purchased to pay for the exercise price
and whereby the NASD Dealer irrevocably commits upon receipt of such Shares to
forward the exercise price directly to the Company, or (2) through a "margin"
commitment from Participant and an NASD Dealer whereby Participant irrevocably
elects to exercise the Option and to pledge the Shares so purchased to the NASD
Dealer in a margin account as security for a loan from the NASD Dealer in the
amount of the exercise price, and whereby the NASD Dealer irrevocably commits
upon receipt of such Shares to forward the exercise price directly to the
Company; or

                        (d) with the written consent of the Company, by tender
of a full recourse promissory note secured by an agreement pledging the Shares;

                        (e) (1) In the event that this Option is exercised
immediately prior to the closing by the Company of a "corporate transaction" as
defined in Section 18.1 of the Plan, or the closing of the initial public
offering of the Company's Common Stock pursuant to a registration statement
under the Securities Act (the "Initial Public Offering"), in lieu of exercising
the Option in the manner provided above, the Participant may elect to receive
shares equal to the value of the Option (or the portion thereof being canceled)
by surrender of this Option at the principal office of the Company together with
notice of such election in which event the Company shall issue to holder a
number of shares of Common Stock computed using the following formula:

                        X = Y (A - B)/A

            Where       X = The number of shares of Common Stock to be issued to
                            the Participant.

                        Y = The number of shares of Common Stock purchasable
                            under the Option (at the date of such calculation).

                        A = The fair market value of one share of Common Stock
                            (at the date of such calculation).

                        B = The Purchase Price (as adjusted to the date of such
                            calculation).

                              (2) For purposes of this Section (e), the fair
market value of the Company's Common Stock shall be the price per share which
the Company receives for a single share of Common Stock in the corporate
transaction, or, if the Option is exercised in connection with the Initial
Public Offering, the fair market value of the Company's Common Stock shall be
equal to the mid-price of the range of

                                      -3-
<PAGE>

prices set forth in the registration statement relating to the Initial Public
Offering or, if a subsequent amendment thereto sets forth a different range of
prices (other than a "pricing amendment" setting forth a single, final price)
then the mid-price of the range of prices set forth in such amendment; or

                        (f) by any combination of the foregoing.

            5. REPURCHASE RIGHT

                  5.1 GRANT. Notwithstanding any other provision hereof, while
the Participant is a service provider to the Company, the Participant may elect
to exercise all but not less than all remaining Shares under the Option, whether
or not vested, subject to the following provisions. The Company is hereby
granted the right (the "Repurchase Right"), exercisable at any time during the
ninety (90) day period following the date the Participant ceases for any reason
to be a service provider to the Company, to repurchase at the Purchase Price all
of the Shares in which the Participant has not acquired a vested interest in
accordance with the vesting provisions of paragraph 2.1 hereof (such shares to
be hereinafter called the "Unvested Shares").

                  5.2 EXERCISE OF THE REPURCHASE RIGHT. The Repurchase Right
shall be exercisable by written notice delivered to the Participant prior to the
expiration of the applicable ninety (90) day period specified in paragraph 5.1
hereof. The notice shall indicate the number of Unvested Shares to be
repurchased and the date on which the repurchase is to be effected, such date to
be not more than thirty (30) days after the date of notice. The Company shall,
concurrently with the receipt of the stock certificates from escrow in
accordance with paragraph 14 of the Plan, pay to Participant in cash or cash
equivalents (including the cancellation of any purchase-money indebtedness), an
amount equal to the Purchase Price previously paid for the Unvested Shares which
are to be repurchased by the Company.

                  5.3 TERMINATION OF THE REPURCHASE RIGHT/VESTING. The
Repurchase Right shall terminate with respect to any Shares for which it is not
timely exercised under paragraph 5.2 hereof. In addition, the Repurchase Right
shall terminate, and cease to be exercisable, with respect to any and all Shares
in which Participant vests in accordance with the option vesting schedule set
forth in paragraph 2.1 above. Accordingly, Participant shall acquire a vested
interest in, and the Repurchase Right shall lapse with respect to, the Shares at
such time as they would otherwise have vested under paragraph 2.1.

                  5.4 FRACTIONAL SHARES. No fractional shares shall be
repurchased by the Company. Accordingly should the Repurchase Right extend to a
fractional share (in accordance with the vesting computation provisions of
paragraph 5.3 hereof) at the time the Participant ceases to be a service
provider, then such fractional share shall be added to any fractional share in
which the Participant is at such time vested in order to make one Whole vested
share no longer subject to the Repurchase Right.

                  5.5 ADDITIONAL SHARES OR SUBSTITUTED SECURITIES. In the event
of any stock dividend, stock split, recapitalization, or other change affecting
the Company's outstanding Common Stock as a class effected without receipt of
consideration, then any new, substituted, or additional securities or other
property (including money paid other than as a regular cash dividend) which is
by reason of any such transaction distributed with respect to the Shares shall
be immediately subject to the Repurchase Right, but only to the extent the
Shares are at the time covered by such right. Appropriate adjustments to reflect
the distribution of such securities or property shall be made to the number of
Shares hereunder and to the price per share to be paid upon the exercise of the
Repurchase Right in order to reflect the effect of any such transaction upon the
Company's capital structure; provided, however, that the aggregate purchase
price shall remain the same.

                                      -4-
<PAGE>

                  5.6 CORPORATE TRANSACTION. In the event of any of the
following transactions (a "Corporate Transaction"):

                  a)a merger or acquisition in which the Company is not the
surviving entity, except for a transaction the principal purpose of which is to
change the State in which the Company is incorporated;

                  b)the sale, transfer or other disposition of all or
substantially all of the assets of the Company; or

                  c)any reverse merger in which the Company is the surviving
entity but in which fifty percent (50%) or more of the Company's outstanding
voting stock is transferred to holders different from those who held the stock
immediately prior to such merger;

            then the Repurchase Right shall automatically lapse in its entirety,
and the Participant shall acquire a vested interest in all the Shares, upon the
consummation of such Corporate Transaction, unless the acquirer of such assets
or capital stock or successor corporation agrees that all consideration paid to
or exchanged for any Unvested Shares shall continue to be subject to the vesting
schedule set forth in paragraph 2.1 hereof based on the Participant's continued
employment with such acquirer or successor corporation on the same terms and
conditions as set forth herein.

                  5.7 ASSIGNMENT. In the event the Company for any reason elects
not to exercise the Repurchase Right pursuant to this Article 5, the Company may
assign it, provided that the Repurchase Right shall not extend beyond the ninety
(90) day period described in paragraph 5.2 hereof. In the event that the Company
and such assignees do not elect to exercise the Repurchase Right as to all of
the shares of stock subject to it, the Repurchase Right shall expire as to all
shares, which the Company and such assignees have not elected to purchase.

            6. MARKET STANDOFF. In connection with any underwritten public
offering by the Company of its equity securities pursuant to an effective
registration statement filed under the Act, a person shall not sell, or make any
short sale of, loan, hypothecate, pledge, grant any option for the purchase of,
or otherwise dispose or transfer for value or otherwise agree to engage in any
of the foregoing transactions with respect to, any Shares issued pursuant to an
Option granted under the Plan without the prior written consent of the Company
or its underwriters. The Company and its underwriters may request such
additional written agreements in furtherance of such standoff in the form
reasonably satisfactory to the Company and such underwriters. Any Shares issued
under this Option shall be stamped or otherwise imprinted with a legend
substantially in the following form:

            THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE SUBJECT TO CERTAIN
            LOCK-UP RESTRICTIONS ON TRANSFER SET FORTH IN THAT CERTAIN STOCK
            OPTION AGREEMENT BETWEEN THE ORIGINAL HOLDER HEREOF AND THE COMPANY.

            7. TAX WITHHOLDING. Prior to the issuance of the Shares upon
exercise of the Option, Participant must pay or provide for any applicable
federal or state withholding obligations of the Company. If the Committee
permits, Participant may provide for payment of withholding taxes upon exercise
of the Option by requesting that the Company retain Shares with a Fair Market
Value equal to the minimum amount of taxes required to be withheld. In such
case, the Company shall issue the net number of Shares to the Participant by
deducting the Shares retained from the Shares issuable upon exercise.

                                      -5-
<PAGE>

            8. ISSUANCE OF SHARES. Provided that the Exercise Agreement and
payment are in form and substance satisfactory to counsel for the Company, the
Company shall issue the Shares registered in the name of Participant,
Participant's authorized assignee, or Participant's legal representative, and
shall deliver certificates representing the Shares with the appropriate legends
affixed thereto.

            9. NOTICE OF DISQUALIFYING DISPOSITION OF ISO SHARES. If the Option
is an ISO, and if Participant sells or otherwise disposes of any of the Shares
acquired pursuant to the ISO on or before the later of (1) the date two years
after the Date of Grant, and (2) the date one year after transfer of such Shares
to Participant upon exercise of the Option, Participant shall immediately notify
the Company in writing of such disposition. Participant agrees that Participant
may be subject to income tax withholding by the Company on the compensation
income recognized by Participant from the early disposition by payment in cash
or out of the current wages or other compensation payable to Participant.

            10. COMPLIANCE WITH LAWS AND REGULATIONS. The exercise of the Option
and the issuance and transfer of Shares shall be subject to compliance by the
Company and Participant with all applicable requirements of federal and state
securities laws and with all applicable requirements of any stock exchange on
which the Company's Common Stock may be listed at the time of such issuance or
transfer. Participant understands that the Company is under no obligation to
register or qualify the Shares with the Securities and Exchange Commission, any
state securities commission or any stock exchange to effect such compliance.

            11. NONTRANSFERABILITY OF OPTION. The Option may not be transferred
in any manner other than by will or by the laws of descent and distribution and
may be exercised during the lifetime of Participant only by Participant. The
terms of the Option shall be binding upon the executors, administrators,
successors and assigns of Participant.

            12. FEDERAL TAX CONSEQUENCES. Set forth below is a brief summary as
of the Date of Grant of some of the federal tax consequences of exercise of the
Option and disposition of the Shares. THIS SUMMARY IS NECESSARILY INCOMPLETE,
AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. THIS SUMMARY DOES NOT
ADDRESS STATE OR LOCAL TAX LAWS OR THE TAX LAWS OF COUNTRIES OTHER THAN THE
UNITED STATES. PARTICIPANT SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THE
OPTION OR DISPOSING OF THE SHARES.

                                      -6-
<PAGE>

                  12.1 EXERCISE OF ISO. If the Option qualifies as an ISO, there
will be no regular federal income tax liability upon the exercise of the Option,
although the excess, if any, of the fair market value of the Shares on the date
of exercise over the Exercise Price may be treated as an adjustment to the
Participant's income for purposes of the alternative minimum tax and may subject
the Participant to the alternative minimum tax in the year of exercise.

                  12.2 EXERCISE OF NONQUALIFIED STOCK OPTION. If the Option does
not qualify as an ISO, there may be a regular federal income tax liability upon
the exercise of the Option. Participant will be treated as having received
compensation income (taxable at ordinary income tax rates) equal to the excess,
if any, of the fair market value of the Shares on the date of exercise over the
Exercise Price. The Company will be required to withhold from Participant's
compensation or collect from Participant and pay to the applicable taxing
authorities an amount equal to a percentage of this compensation income at the
time of exercise.

                  12.3 DISPOSITION OF SHARES. If the Shares are held for more
than twelve (12) months after the date of the transfer of the Shares pursuant to
the exercise of the Option (and, in the case of an ISO, are disposed of more
than two years after the Date of Grant), any gain realized on disposition of the
Shares will be treated as long term capital gain for federal income tax
purposes. If Shares purchased under an ISO are disposed of within one year of
exercise or within two years after the Date of Grant, any gain realized on such
disposition will be treated as compensation income (taxable at ordinary income
rates) to the extent of the excess, if any, of the Fair Market Value of the
Shares on the date of exercise over the Exercise Price.

            13. PRIVILEGES OF STOCK OWNERSHIP. Participant shall not have any of
the rights of a shareholder with respect to any Shares until Participant
exercises the Option and pays the Exercise Price.

            14. INTERPRETATION. Any dispute regarding the interpretation of this
Agreement shall be submitted by Participant or the Company to the Committee for
review. The resolution of such a dispute by the Committee shall be [final and
binding on the Company and Participant.

            15. ENTIRE AGREEMENT. The Plan is incorporated herein by reference.
This Agreement and the Plan constitute the entire agreement of the parties and
supersede all prior undertakings and agreements with respect to the subject
matter hereof.

            16. NOTICES. Any notice required to be given or delivered to the
Company under the terms of this Agreement shall be in writing and addressed to
the Corporate Secretary of the Company at its principal corporate offices. Any
notice required to be given or delivered to Participant shall be in writing and
addressed to Participant at the address indicated above or to such other address
as such party may designate in writing from time to time to the Company. All
notices shall be deemed to have been given or delivered upon: personal delivery;
three (3) days after deposit in the United States mail by certified or
registered mail (return receipt requested); one (1) business day after deposit
with any return receipt express courier (prepaid); or one (1) business day after
transmission by facsimile or telecopier.

            17. SUCCESSORS AND ASSIGNS. The Company may assign any of its rights
under this Agreement. This Agreement shall be binding upon and inure to the
benefit of the successors and assigns of the Company. Subject to the
restrictions on transfer set forth herein, this Agreement shall be binding upon
Participant and Participant's heirs, executors, administrators, legal
representatives, successors and assigns.

                                      -7-
<PAGE>

            18. GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with 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 California.

            19. ACCEPTANCE. Participant hereby acknowledges receipt of a copy of
the Plan and this Agreement. Participant has read and understands the terms and
provisions thereof, and accepts the Option subject to all the terms and
conditions of the Plan and this Agreement. Participant acknowledges that there
may be adverse tax consequences upon exercise of the Option or disposition of
the Shares and that Participant should consult a tax adviser prior to such
exercise or disposition.

            IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed in duplicate by its duly authorized representative and Participant has
executed this Agreement in duplicate as of the Grant Date.

GOBEAM, INC.                            PARTICIPANT
A DELAWARE CORPORATION

By:___________________________          ___________________________________
                                                    (Signature)

   ___________________________
     (Print Name and Title)

                                      -8-
<PAGE>

                                    EXHIBIT A

                                  GOBEAM, INC.
               2000 Employee and Consultant Equity Incentive Plan

                                 EXERCISE NOTICE

GoBeam, Inc.
260 N. Wolfe Road
Sunnyvale CA 94086

1. Exercise of Option. Effective as of today, _______________, _____, the
undersigned, ________________________________("Purchaser"), hereby elects to
purchase__________________(________) shares (the "Shares") of the Common Stock
of GoBeam, Inc., a Delaware corporation (the "Company"), under and pursuant to
the 2000 Employee and Consultant Equity Incentive Plan (the "Plan"), and the
Stock Option Agreement dated _____________,____(the "Option Agreement"). The
purchase price per share for the Shares shall be $____for an aggregate purchase
price of $_______, as required by the Option Agreement.

2. Delivery of Payment. Purchaser herewith delivers to the Company the full
purchase price for the Shares. I hereby elect to pay the exercise price by the
method marked below:

            a. ______________Cash
            b. ______________Check
            c. ______________Same day exercise and sale
            d. ______________Delivery of already owned shares of Common Stock
            e. ______________Promissory Note

      3. Broker Instructions. In the event I have elected to exercise options
via the same day exercise and sale method, you are hereby authorized to instruct
____________________(the "Broker") to accept the proceeds deriving from the sale
of the Shares, and to take the following actions: (i) to deduct from the
proceeds of the sale the aggregate purchase exercise price specified above; (ii)
to deduct from the proceeds of the sale any Company expenses; (iii) to deduct
from the proceeds any tax withholding requested by the Company and to request in
writing from the Company a statement of the tax amounts to be withheld, if no
request has been given by the Company; (iv) to deliver the above amounts so
deducted to the Company; and (v) to deliver the remaining proceeds to me as I
shall direct the Broker.

      These instructions shall be construed as authorizing the Broker and the
Company to take any other actions reasonably necessary to affect the purposes
hereof and the Broker and the Company may rely upon any statements and
undertakings made herein by the undersigned, as if said statements and
undertakings were made directly to the Broker and the Company.

      I further acknowledge that I shall bear sole responsibility for any
commissions and fees relating to the performance of these instructions by the
Broker or the Company, and any other banking activities and will, upon demand,
indemnify and defend the Broker or the Company against any amounts, which may be
owing in this regard.

                                      -9-
<PAGE>

4. Escrow for Unvested Shares.

      a) Deposit. Upon issuance, the certificate for any shares subject to
repurchase rights hereunder shall be deposited in escrow with the Company to be
held in accordance with the provisions of this Article 4. Such deposited
certificate shall be accompanied by a duly executed Assignment Separate from
Certificate in the form of Exhibit A attached hereto. The deposited certificate,
together with any other assets or securities from time to time deposited with
the Company pursuant to the requirements of this Agreement, shall remain in
escrow until such time or times as the certificate (or other assets and
securities) shall be released or otherwise surrendered for cancellation in
accordance with paragraph 4 hereof.

      b) Recapitalization. Any cash dividends on the Shares (or other securities
at the time held in escrow) shall be paid directly to the Purchaser and shall
not be held in escrow. However, in the event of any stock dividend, stock split,
recapitalization, or other change affecting the Company's outstanding Common
Stock as a class effected without receipt of consideration, any new,
substituted, or additional securities or other property which is by reason of
such event distributed with respect to the Shares shall be immediately delivered
to the Company to be held in escrow under this Article 4, but only to the extent
the Shares are at the time subject to the escrow requirements of paragraph 14 of
the Plan.

      c) Release/Surrender. The Shares, together with any other assets or
securities held in escrow hereunder, shall be subject to the following terms and
conditions relating to their release from escrow or their surrender to the
Company for repurchase and cancellation:

            i. Should the Company (or its assignees) elect to exercise the
Repurchase Right under paragraph 5 with respect to any Unvested Shares, then the
escrowed certificates for such Unvested Shares (together with any other assets
or securities issued with respect thereto) shall be delivered to the Company for
cancellation, concurrently with the payment to the Purchaser, in cash or cash
equivalent (including the cancellation of any purchase-money indebtedness), of
an amount equal to the aggregate Purchase Price for such Unvested Shares, and
the Purchaser shall cease to have any further rights or claims with respect to
such Unvested Shares (or other assets or securities).

            ii. When all of the Shares are free of all repurchase rights
hereunder the Shares as well as all other vested assets and securities) shall be
released from escrow and delivered to the Purchaser upon the request of the
Purchaser.

            iii. All Shares (or other assets or securities) released from escrow
in accordance with the above provisions shall nevertheless remain subject to all
other restrictions applicable thereto (whether under this Agreement or
otherwise), until such provisions terminate in accordance with their terms.

5. Section 83(b) Election. The Purchaser understands that under Section 83 of
the Internal Revenue Code of 1986, as amended (the "Code"), the excess of the
fair market value of the Shares on the date any forfeiture restrictions
applicable to such shares lapse over the Purchase Price paid for such shares may
be reportable as ordinary income at that time. For this purpose, the term
"forfeiture restrictions" includes the right of the Company to repurchase a
portion of the Shares pursuant to this Agreement. Purchaser understands,
however, that Purchaser may elect to be taxed at the time such Shares are
acquired hereunder, rather than when and as such Shares cease to be subject to
such forfeiture restrictions, by filing an election under Section 83(b) of the
Code with the Internal Revenue Service within thirty (30) days after the date of
this Agreement. Even if the fair market value of the Shares at the date of this
Agreement equals the Purchase Price paid (and thus no

                                      -10-
<PAGE>

tax is payable), the election must be made to avoid adverse tax consequences in
the future. The form for making this election is attached as Exhibit B hereto.
Purchaser understands that failure to make this filing within the thirty (30)
day period will result in the recognition of ordinary income by the Purchaser as
the forfeiture restrictions lapse. PURCHASER ACKNOWLEDGES THAT IT IS PURCHASER'S
SOLE RESPONSIBILITY, AND NOT THE COMPANY'S, TO FILE A TIMELY ELECTION UNDER
SECTION 83(b), EVEN IF PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO
MAKE THIS FILING ON HIS/HER BEHALF.

6. Representations of Purchaser. Purchaser acknowledges that Purchaser has
received, read and understood the Plan and the Agreement, and agrees to abide by
and be bound by their terms and conditions.

7. Rights as Stockholder. Until the issuance (as evidenced by the appropriate
entry on the books of the Company or of a duly authorized transfer agent of the
Company) of the stock certificate evidencing such Shares, no right to vote or
receive dividends or any other rights as a Stockholder shall exist with respect
to the Shares, notwithstanding the exercise of the Option. In the event
Purchaser has not sold the Shares in a same day exercise and sale, a share
certificate for the number of Shares so acquired shall be issued to the
Purchaser as soon as practicable after exercise of the Option. No adjustment
will be made for a dividend or other right for which the record date is prior to
the date the stock certificate is issued, except as provided in the Plan.

8. Tax Consultation; Payment of Taxes. Purchaser understands that Purchaser may
suffer adverse tax consequences as a result of Purchaser's purchase or
disposition of the Shares. Purchaser represents that Purchaser has consulted
with any tax consultants Purchaser deems advisable in connection with the
purchase or disposition of the Shares and that Purchaser is not relying on the
Company for any tax advice.

      Purchaser agrees to satisfy all applicable federal, state and local income
and employment tax withholding obligations with respect to the exercise of the
Option and, if applicable, the sale of the Shares and will, upon demand,
indemnify and defend the Company and, if applicable, the Broker, against any
amounts which may be owing in this regard. Purchaser also agrees, as partial
consideration for the designation of the Option as an Incentive Stock Option, if
applicable, to notify the Company in writing within thirty (30) days of any
disposition of any Shares acquired by exercise of the Option if such disposition
occurs within two (2) years from the Date of Grant or within one (1) year from
the date the Shares were transferred to Purchaser. If the Company is required to
satisfy any federal, state or local income or employment tax withholding
obligations as a result of such an early disposition, Purchaser agrees to
satisfy the amount of such withholding in a manner that the Committee
prescribes.

9. Entire Agreement. The Plan and Agreement are incorporated herein by
reference. This Agreement, the Plan and the Agreement constitute the entire
agreement of the parties and supersede in their entirety all prior undertakings
and agreements of the Company and Purchaser with respect to the subject matter
hereof.

10. Successors and Assigns. The Company may assign any of its rights under this
Exercise Notice to single or multiple assignees, and this Agreement shall inure
to the benefit of the successors and assigns of the Company. This Exercise
Notice shall be binding upon Purchaser and his or her heirs, executors,
administrators, successors and assigns.

11. Headings. The captions used in this Agreement are inserted for convenience
and shall not be deemed a part of this Agreement for construction or
interpretation.

                                      -11-
<PAGE>

12. Interpretation. Any dispute regarding the interpretation of this Exercise
Notice shall be submitted by Purchaser or by the Company forthwith to the
Company's Board of Directors or the Committee that administers the Plan, which
shall review such dispute at its next regular meeting. The resolution of such a
dispute by the Board or Committee shall be final and binding on all persons.

13. Governing Law; Severability. This Agreement shall be governed by and
construed in accordance with the laws of the State of California as it applies
to contracts entered into and to be performed entirely within that state. Should
any provision of this Agreement be determined by a court of law to be illegal or
unenforceable, the other provisions shall nevertheless remain effective and
shall remain enforceable.

14. Notices. Any notice required or permitted hereunder shall be given in
writing and shall be deemed effectively given up on personal delivery or upon
deposit in the United States mail by certified mail, with postage and fees
prepaid, addressed to the other party at its address as shown below beneath its
signature, or to such other address as such party may designate in writing from
time to time to the other party.

15. Further Instruments. The parties agree to execute such further instruments
and to take such further action as may be reasonably necessary to carry out the
purposes and intent of this agreement.

Submitted by:                            Accepted by:
PURCHASER:                               GOBEAM, INC.:

By:_____________________________         By:_______________________________
            (Signature)                               (Signature)

   _____________________________            _______________________________
       (Print Name and Title)                    (Print Name and Title)

Address:                                 Address:
____________________________             260 N. Wolfe Road
____________________________             Sunnyvale, CA 94086

                                      -12-
<PAGE>

                                    EXHIBIT B

                          ELECTION UNDER SECTION 83(b)
                      OF THE INTERNAL REVENUE CODE OF 1986

      The undersigned,__________________(the "Taxpayer"), hereby makes the
election under Section 83 (b) of the Internal Revenue Code of 1986, as amended
(the "Code"), with respect to shares of Common Stock of GoBeam, Inc. (the
"Shares" or "Property") acquired by the undersigned during the taxable year.

      The following information with respect to such election is provided below:

      1.    NAME, ADDRESS AND SOCIAL SECURITY NUMBER OF THE TAXPAYER:

            ___________________________________________
            ___________________________________________
            ___________________________________________

            Social Security Number: ___________________

      2.    A DESCRIPTION OF EACH PROPERTY WITH RESPECT TO WHICH THE ELECTION IS
            BEING MADE:

            ____________shares of Common Stock of GoBeam, Inc., a Delaware
            corporation.

      3.    DATE ON WHICH THE PROPERTY WAS TRANSFERRED AND THE TAXABLE YEAR FOR
            WHICH THE ELECTION IS MADE:

            Date of Transfer:      ___________________

            Taxable Year:          ___________________Calendar Year

      4.    NATURE OF THE RESTRICTIONS TO WHICH THE PROPERTY IS SUBJECT:

      The Taxpayer is required to sell the Shares back to GoBeam, Inc., a
      Delaware corporation, at their original purchase price if the Taxpayer
      terminates employment or service with GoBeam, Inc. before the Taxpayer's
      rights to the Shares have vested. Twenty-five percent of the Shares will
      vest on the First Vesting Date and the remainder will vest at the rate of
      1/36th per month starting one month after the First Vesting Date, until
      fully vested, unless vesting ceases as set forth in the 2000 Employee and
      Consultant Equity Incentive Plan of GoBeam, Inc. or the Stock Option
      Agreement under which the Shares were acquired.

                                      -13-
<PAGE>

      5.    FAIR MARKET VALUE AT THE TIME OF TRANSFER OF THE PROPERTY:

            $___ per share

      6.    THE AMOUNT PAID FOR THE PROPERTY:

            $___ per share

      7.    ADDITIONAL COPIES OF ELECTION:

            A copy of this election has been furnished to GoBeam, Inc., a
            Delaware corporation, the entity for which services were performed.

      8.    PERFORMANCE OF SERVICES AND BENEFICIAL TRANSFEREE:

            The Taxpayer performed the services in connection with the transfer
            of the Property and is the beneficial transferee of the Property.

                                      * * *

      The undersigned understands that the foregoing election may not be revoked
except with the consent of the Commissioner.

Dated:______________                    TAXPAYER:

                                        _____________________________

                                        TAXPAYER'S SPOUSE'S CONSENT:

                                        _____________________________

                                      -14-
<PAGE>

                                    EXHIBIT C

                      ASSIGNMENT SEPARATE FROM CERTIFICATE

      FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto ________________________________(___________) shares of the Common Stock of
GoBeam, Inc. (the "Company) standing in the undersigned's name on the books of
the Company represented by Certificate No._______________herewith and do hereby
irrevocably constitute and appoint Attorney to transfer such Common Stock on the
books of the within named Company with full power of substitution in the
premises.

      Dated:____________

                                        ___________________________________
                                        (Signature)

                                        ___________________________________

                                        ___________________________________
                                       (Spouse's Signature, if applicable)

                                        ___________________________________
                                        (Printed Name)

     THIS ASSIGNMENT IS SOLELY FOR THE PURPOSE OF EFFECTING A REPURCHASE OF
     SHARES UNDER THE TERMS OF THE STOCK OPTION AGREEMENT PURSUANT TO WHICH
                       THE SIGNATORY PURCHASED THE SHARES.

                                      -15-