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                                                                   EXHIBIT 10.3

                          REPEATER TECHNOLOGIES, INC.

                        KEY EXECUTIVES STOCK OPTION PLAN

                              ADOPTED MAY 21, 1993

                 APPROVED BY THE SHAREHOLDERS ON JULY 26, 1993

             AMENDED BY THE BOARD OF DIRECTORS ON OCTOBER 14, 1994

               AMENDED BY THE BOARD OF DIRECTORS ON MAY 25, 1995

             AMENDED BY THE BOARD OF DIRECTORS ON JANUARY 29, 1997

             AMENDED BY THE BOARD OF DIRECTORS ON FEBRUARY 12, 2002


1.      PURPOSES.

        (a)     The purpose of the Plan is to provide a means by which selected
Key Executives of the Company, and its Affiliates, may be given an opportunity
to purchase stock of the Company.

        (b)     The Company, by means of the Plan, seeks to retain the services
of persons who are now Key Executives of the Company and its Affiliates, to
secure and retain the services of new Key Executives, and to provide incentives
for such persons to exert maximum efforts for the success of the Company and
its Affiliates.

        (c)     The Company intends that the Options issued under the Plan
shall, in the discretion of the Board or any Committee to which responsibility
for administration of the Plan has been delegated pursuant to subsection 3(c),
be either Incentive Stock Options or Nonstatutory Stock Options. All Options
shall be separately designated Incentive Stock Options or Nonstatutory Stock
Options at the time of grant, and in such form as issued pursuant to Section 6,
and a separate certificate or certificates will be issued for shares purchased
on exercise of each type of Option.

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2.      DEFINITIONS.

        (a)     "AFFILIATE" means any parent corporation or subsidiary
corporation, whether now or hereafter existing, as those terms are defined in
Sections 424(e) and (f) respectively, of the Code.

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

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

        (d)     "COMMITTEE" means a Committee appointed by the Board in
accordance with subsection 3(c) of the Plan.

        (e)     "COMPANY" means Repeater Technologies, Inc., a California
corporation.

        (f)     "CONTINUOUS STATUS AS AN EMPLOYEE" means the employment with
the Company is not interrupted or terminated. The Board, in its sole
discretion, may determine whether Continuous Status as an Employee shall be
considered interrupted in the case of: (i) any leave of absence approved by the
Board, including sick leave, military leave, or any other personal leave; or
(ii) transfers between locations of the Company or between the Company,
Affiliates or their successors.

        (g)     "DIRECTOR" means a member of the Board.

        (e)     "DISABILITY" means total and permanent disability as defined in
Section 22(e)(3) of the Code.

        (i)     "DISINTERESTED PERSON" means a Director: (i) who was not during
the one year prior to service as an administrator of the Plan granted or
awarded equity securities pursuant to the Plan or any other plan of the Company
or any of its affiliates entitling the participants therein to acquire equity
securities of the Company or any of its affiliates except as permitted by


                                       2.
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Rule 16b-3(c)(2)(i); or (ii) who is otherwise considered to be a "disinterested
person" in accordance with Rule 16b-3(c)(2)(i), or any other applicable rules,
regulations or interpretations of the Securities and Exchange Commission.

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

      (k) "FAIR MARKET VALUE" means, as of any date, the value of the common
stock of the Company determined as follows:

          (i)  If the Company's common stock is listed on any established stock
exchange or traded on the Nasdaq National Market or the Nasdaq SmallCap Market,
the Fair Market Value of a share of the Company's common stock shall be the
closing sales price for such stock (or the closing bid, if no sales were
reported) as quoted on such exchange or market (or the exchange or market with
the greatest volume of trading in the Company's common stock) on the last
market trading day prior to the day of determination, as reported in The Wall
Street Journal or such other source as the Board deems reliable.

          (ii) In the absence of such markets for the Company's common stock,
the Fair Market Value shall be determined in good faith by the Board.

      (l) "INCENTIVE STOCK OPTION" means an Option intended to qualify as an
incentive stock option within the meaning of Section 422 of the Code and the
regulations promulgated thereunder.

      (m) "KEY EXECUTIVE" means any person, including Officers and Directors,
employed by the Company or any Affiliate of the Company in a senior management
or key technical position, as determined by the Board. Neither service as a
Director nor payment of a director's fee by the Company shall be sufficient to
constitute "employment" by the Company in such a position.

      (n) "NONSTATUTORY STOCK OPTION" means an Option not intended to qualify as
an Incentive Stock Option.

      (o) "OFFICER" means a person who is an officer of the Company within the
meaning of Section 16 of the Exchange Act and the rules and regulations
promulgated thereunder.

      (p) "OPTION" means a stock option granted pursuant to the Plan.

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


                                       3.
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     (r)  "OPTIONED STOCK" means the common stock of the Company subject to an
Option.

     (s)  "OPTIONEE" means a Key Executive who holds an outstanding Option.

     (t)  "PLAN" means this 1993 Key Executives Stock Option Plan.

     (u)  "RULE 16b-3" means Rule 16b-3 of the Exchange Act or any successor to
Rule 16b-3, as in effect when discretion is being exercised with respect to the
Plan.

3.   ADMINISTRATION.

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

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

          (1)  To determine from time to time which of the persons eligible
under the Plan shall be granted Options; when and how each Option shall be
granted; whether an Option will be an Incentive Stock Option or a Nonstatutory
Stock Option; the provisions of each Option granted (which need not be
identical), including the time or times such Option may be exercised in whole
or in part; and the number of shares for which an Option shall be granted to
each such person.

          (2)  To construe and interpret the Plan and Options granted under it,
and to establish, amend and revoke rules and regulations for its
administration. The Board, in the exercise of this power, may correct any
defect, omission or inconsistency in the Plan or in any Option Agreement, in a
manner and to the extent it shall deem necessary or expedient to make the Plan
fully effective.

          (3)  To amend the Plan as provided in Section 11.





                                       4.
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          (4)  Generally, to exercise such powers and to perform such acts as
the Board deems necessary or expedient to promote the best interests of the
Company.

     (c)  The Board may delegate administration of the Plan to a committee
composed of not fewer than two (2) members (the "Committee"), all of the members
of which Committee shall be Disinterested Persons, if required under subsection
3(d). If administration is delegated to a Committee, the Committee shall have,
in connection with the administration of the Plan, the powers theretofore
possessed by the Board (and references in this Plan to the Board shall
thereafter be to the Committee), subject, however, to such resolutions, not
inconsistent with the provisions of the Plan, as any be adopted from time to
time by the Board. The Board may abolish the Committee at any time and revest in
the Board the administration of the Plan. Additionally, prior to the date of the
first registration of any equity security of the Company under Section 12 of the
Exchange Act, and notwithstanding anything to the contrary contained herein, the
Board may delegate administration of the Plan to any person or persons and the
term ""Committee" shall apply to any person or persons to whom such authority
has been delegated.

     (d)  Any requirement that an administrator of the Plan be a Disinterested
Person shall not apply (i) prior to the date of the first registration of an
equity security of the Company under Section 12 of the Exchange Act, or (ii) if
the Board or the Committee expressly declares that such requirement shall not
apply. Any Disinterested Person shall otherwise comply with the requirements of
Rule 16b-3.

4.   SHARES SUBJECT TO THE PLAN.

     (a)  Subject to the provisions of Section 10 relating to adjustments upon
changes in stock, the stock that may be sold pursuant to Options shall not
exceed in the aggregate One

                                       5.
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Million Three Hundred Fifty One Thousand Five Hundred Forty-Four (1,351,544)
shares of the Company's common stock (as set by board action on January 29,
1997 and including all adjustments through such date). If any Option shall for
any reason expire or otherwise terminate without having been exercised in full,
the stock not purchased under such Option shall revert to and again become
available for issuance under the Plan.

        (b)     The stock subject to the Plan may be unissued shares or
reacquired shares, bought on the market or otherwise.

5.      ELIGIBILITY

        (a)     Options may be granted only to Key Executives.

        (b)     No person shall be eligible for the grant of an Incentive Stock
Option if, at the time of grant, such person owns (or is deemed to own pursuant
to Section 424(d) of the Code) stock possessing more than ten percent (10%) of
the total combined voting power of all classes of stock of the Company or of
any of its Affiliates unless the exercise price of such Option is at least one
hundred ten percent (110%) of the Fair Market Value of such stock at the date
of grant and the Option is not exercisable after the expiration of five (5)
years from the date of grant.

6.      OPTION PROVISIONS.

        Each Option shall be in such form and shall contain such terms and
conditions as the Board shall deem appropriate. The provisions of separate
Options need not be identical, but each Option shall include (through
incorporation of provisions hereof by reference in the Option or otherwise) the
substance of each of the following provisions:

        (a)     TERM. No Option shall be exercisable after the expiration of
ten (10) years from the date it was granted.

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     (b)  PRICE.  The exercise price of each Incentive Stock Option shall be
not less than one hundred percent (100%) of the Fair Market Value of the stock
subject to the Option on the date the Option is granted. The exercise price of
each Nonstatutory Stock Option shall be not less than eighty-five percent (85%)
of the Fair Market Value of the stock subject to the Option on the date the
Option is granted.

     (c)  CONSIDERATION.  The purchase price of stock acquired pursuant to an
Option shall be paid, to the extent permitted by applicable statutes and
regulations, either (i) in cash at the time the option is exercised, or (ii) at
the discretion of the Board or the Committee, either at the time of the grant
or exercise of the Option, by delivery to the Company of other common stock of
the Company.

     (d)  TRANSFERABILITY.  An Option shall not be transferable except by will
or by the laws of descent and distribution, and shall be exercisable during the
lifetime of the person to whom the Option is granted only by such person.

     (e)  VESTING.  The total number of shares of stock subject to an Option
may, but need not, be allotted in periodic installments (which may, but need
not, be equal). The Option Agreement may provide that from time to time during
each of such installment periods, the Option may become exercisable ("vest")
with respect to some or all of the shares allotted to that period, and may be
exercised with respect to some or all of the shares allotted to such period
and/or any prior period as to which the Option became vested but was not fully
exercised. During the remainder of the term of the Option (if its term extends
beyond the end of the installment periods), the option may be exercised from
time to time with respect to any shares then remaining subject to the Option.
The provisions of the subsection 6(e) are subject to any




                                       7.
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Option provisions governing the minimum number of shares as to which an Option
may be exercised.

        (f) SECURITIES LAW COMPLIANCE. The Company may require any Optionee, or
any person to whom an Option is transferred under subsection 6(d), as a
condition of exercising any such Option, (1) to give written assurances
satisfactory to the Company as to the Optionee's knowledge and experience in
financial and business matters and/or to employ a purchaser representative
reasonably satisfactory to the Company who is knowledgeable and experienced in
financial and business matters, and that he or she is capable of evaluating,
alone or together with the purchaser representative, the merits and risks of
exercising the Option; and (2) to give written assurances satisfactory to the
Company stating that such person is acquiring the stock subject to the Option
for such person's own account and not with any present intention of selling or
otherwise distributing the stock. These requirements, and any assurances given
pursuant to such requirements, shall be inoperative if (i) the issuance of the
shares upon the exercise of the Option has been registered under a then
currently effective registration statement under the Securities Act of 1933, as
amended (the "Securities Act"), or (ii) as to any particular requirement, a
determination is made by counsel for the Company that such requirement need not
be met in the circumstances under the then applicable securities laws. The
Company may, upon advice of counsel to the Company, place legends on stock
certificates issued under the Plan as such counsel deems necessary or
appropriate in order to comply with applicable securities laws, including, but
not limited to, legends restricting the transfer of the stock.

        (g) TERMINATION OF EMPLOYMENT. In the event an Optionee's Continuous
Status as an Employee of the Company terminates (other than upon the Optionee's
death or Disability), the


                                       8.
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Optionee may exercise his or her Option (to the extent that the Optionee was
entitled to exercise it at the date of termination) but only within such period
of time ending on the earlier of (i) the date three (3) months after the
termination of the Optionee's Continuous Status as an Employee (or such longer
or shorter period specified in the Option Agreement), or (ii) the expiration of
the term of the Option as set forth in the Option Agreement. If, after
termination, the Optionee does not exercise his or her Option within the time
specified in the Option Agreement, the Option shall terminate, and the shares
covered by such Option shall revert to and again become available for issuance
under the Plan.

        (h)     DISABILITY OF OPTIONEE. In the event an Optionee's Continuous
Status as an Employee terminates as a result of the Optionee's Disability, the
Optionee may exercise his or her Option (to the extent that the Optionee was
entitled to exercise it at the date of termination), but only within such
period of time ending on the earlier of (i) the date twelve (12) months
following such termination (or such longer or shorter period specified in the
Option Agreement), or (ii) the expiration of the term of the Option as set
forth in the Option Agreement. If, at the date of termination, the Optionee is
not entitled to exercise his or her entire Option, the shares covered by the
unexercisable portion of the Option shall revert to and again become available
for issuance under the Plan. If, after termination, the Optionee does not
exercise his or her Option within the time specified herein, the Option shall
terminate, and the shares covered by such Option shall revert to and again
become available for issuance under the Plan.

        (i)     DEATH OF OPTIONEE. In the event of the death of an Optionee
during, or within three (3) months of the termination of, the Optionee's
Continuous Status as an Employee the Option may be exercised (to the extent the
Optionee was entitled to exercise the Option at the date of


                                       9.
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death) by the Optionee's estate or by a person who acquired the right to
exercise the Option by bequest or inheritance, but only within the period
ending on the earlier of (i) the date eighteen (18) months following the date
of death (or such longer or shorter period specified in the Option Agreement),
or (ii) the expiration of the term of such Option as set forth in the Option
Agreement. If, at the time of death, the Optionee was not entitled to exercise
his or her entire Option, the shares covered by the unexercisable portion of
the Option shall revert to and again become available for issuance under the
Plan. If, after death, the Optionee's estate or a person who acquired the right
to exercise the Option by bequest or inheritance does not exercise the Option
within the time specified herein, the Option shall determine, and the shares
covered by such Option shall revert to and again become available for issuance
under the Plan.

     (j)  EARLY EXERCISE.  The Option Agreement may, but need not, include a
provision whereby the Optionee may elect at any time while employeed by the
Company to exercise the Option as to any part or all of the shares subject to
the Option prior to full vesting of the Option. Any unvested shares so
purchased may be subject to a repurchase right in the favor of the Company or to
any other restriction the Board determines to be appropriate.

     (k)  WITHHOLDING.  To the extent provided by the terms of an Option
Agreement, the Optionee may satisfy any federal, state or local tax withholding
obligation relating to the exercise of such Option by any of the following means
or by a combination of such means: (1) tendering a cash payment; (2) authorizing
the Company to withhold shares from the shares of the common stock otherwise
issuable to the participant as a result of the exercise of the Option; or (3)
delivering to the Company owned and unencumbered shares of the common stock of
the Company.





                                      10.
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7. COVENANTS OF THE COMPANY.

      (a) During the terms of the Options, the Company shall keep available at
all times the number of shares of stock required to satisfy such Options.

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

8. USE OF PROCEEDS FROM STOCK.

      Proceeds from the sale of stock pursuant to Options shall constitute
general funds of the Company.

9. MISCELLANEOUS.

      (a) The Board shall have the power to accelerate the time at which an
Option may first be exercised or the time during which an Option or any part
thereof will vest pursuant to subsection 6(e), notwithstanding the provisions in
the Option stating the time at which it may first be exercised or the time
during which it will vest.

      (b) Neither an Optionee nor any person to whom an Option is transferred
under subsection 6(d) shall be deemed to be the holder of, or to have any of the
rights of a holder with


                                      11.
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respect to, any shares subject to such Option unless and until such person has
satisfied all requirements for exercise of the Option pursuant to its terms.

    (c) Throughout the term of any Option, the Company shall deliver to the
holder of such Option, not later than one hundred twenty (120) days after the
close of each of the Company's fiscal years during the Option term, such
financial and other information regarding the Company as comprises the annual
report to the shareholders of the Company provided for in the bylaws of the
Company.

    (d) Noting in the Plan or any instrument executed or Option granted
pursuant thereto shall confer upon any Key Executive or Optionee any right to
continue in the employ of the Company or any Affiliate or shall affect the
right of the Company or any Affiliate to terminate the employment of any Key
Executive with or without cause.

    (e) To the extent that the aggregate Fair Market Value (determined at the
time of grant) of stock with respect to which Incentive Stock Options granted
after 1986 are exercisable for the first time by any Optionee during any
calendar year under all plans of the Company and its Affiliates exceeds one
hundred thousand dollars ($100,000), the Options or portions thereof which
exceed such limit (according to the order in which they were granted) shall be
treated as Nonstatutory Stock Options.

10. ADJUSTMENTS UPON CHANGES IN STOCK.

    (a) If any change is made in the stock subject to the Plan, or subject to
any Option (through merger, consolidation, reorganization, recapitalization,
stock dividend, dividend in property other than cash, stock split, liquidating
dividend, combination of shares, exchange of shares, change in corporate
structure or otherwise), the Plan and outstanding Options will be


                                      12.
<PAGE>
appropriately adjusted in the class(es) and maximum number of shares subject to
the Plan and the class(es) and the number of shares and price per share of
stock subject to outstanding Options.

     (b)  In the event of: (1) a dissolution or liquidation of the Company; (2)
a merger or consolidation in which the Company is not the surviving
corporation; or (3) a reverse merger in which the Company is the surviving
corporation but the shares of the Company's common stock outstanding immediately
preceding the merger are converted by virtue of the merger into other property,
whether in the form of securities, cash or otherwise, then to the extent
permitted by applicable law: (i) any surviving corporation shall assume any
Options outstanding under the Plan or shall substitute similar Options for
those outstanding under the Plan, or (ii) such Options shall continue in full
force and effect. In the event any surviving corporation refuses to assume or
continue such Options, or to substitute similar options for those outstanding
under the Plan, then, with respect to Options held by persons then performing
services as an employee of the Company, the time during which such Options may
be exercised shall be accelerated and the Options terminated if not exercised
prior to such event.

11.  AMENDMENT OF THE PLAN.

     (a)  The Board at any time, and from time to time, may amend the Plan.
However, except as provided in Section 10 relating to adjustments upon changes
in stock, no amendment shall be effective unless approved by the shareholders
of the Company within twelve (12) months before or after the adoption of the
amendment, where the amendment will:

          (1)  Increase the number of shares reserved for Options under the
Plan;

          (2)  Modify the requirements as to eligibility for participation in
the Plan (to the extent such modification requires shareholder approval in
order for the Plan to satisfy the

                                      13.

<PAGE>
requirements of Section 422 of the Code); or

        (3) Modify the Plan in any other way if such modification requires
shareholder approval in order for the Plan to satisfy the requirements of
Section 422 of the Code or to comply with the requirements of Rule 16b-3.

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

    (c) Rights and obligations under any Option granted before amendment of the
Plan shall not be altered or impaired by any amendment of the Plan unless (i)
the Company requests the consent of the person to whom the Option was granted
and (ii) such person consents in writing.

12. TERMINATION OR SUSPENSION OF THE PLAN.

    (a) The Board may suspend or terminate the Plan at any time. Unless sooner
terminated, the Plan shall terminate on April 30, 2003. No Options may be
granted under the Plan while the Plan is suspended or after it is terminated.

    (b) Rights and obligations under any Option granted while the Plan is in
effect shall not be altered or impaired by suspension or termination of the
Plan, except with the consent of the person to whom the Option was granted.



                                      14.
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13. EFFECTIVE DATE OF PLAN.

    The Plan shall become effective as determined by the Board, but no Options
granted under the Plan shall be exercised unless and until the Plan has been
approved by the shareholders of the Company.



                                      15.
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                                    FORM OF
                             INCENTIVE STOCK OPTION

_________________________, Optionee:

       Repeater Technologies, Inc. (the "Company"), pursuant to its 1993 Key
Executives Stock Option Plan (the "Plan"), has this day granted to you, the
optionee named above, an option to purchase shares of the common stock of the
Company ("Common Stock"). This option is intended to qualify as an "incentive
stock option" within the meaning of Section 422 of the Internal Revenue Code of
1986, as amended (the "Code").

       The grant hereunder is in connection with and in furtherance of the
Company's compensatory benefit plan for participation of the Company's Key
Executives, as defined in the Plan, and is intended to comply with the
provisions of Rule 701 promulgated by the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "Act").

       The details of your option are as follows:

       1. The total number of shares of Common Stock subject to this option is
____________________ (______). Subject to the limitations contained herein, this
option shall be exercisable with respect to each installment shown below on or
after the date of vesting applicable to such installment, as follows:


NUMBER OF SHARES (INSTALLMENT)               DATE OF EARLIEST EXERCISE (VESTING)



                                       1.
<PAGE>

       2. (a) The exercise price of this option is _______________________
($____) per share, being not less than the fair market value of the Common Stock
on the date of grant of this option.

          (b) Payment of the exercise price per share is due in full in cash
(including check) upon exercise of all or any part of each installment which has
become exercisable by you; provided, however, that, if at the time of exercise
the Company's Common Stock is publicly traded and quoted regularly in the Wall
Street Journal, payment of the exercise price, to the extent permitted by
applicable statutes and regulations, may be made by delivery of already- owned
shares of Common Stock, or a combination of cash and already-owned Common Stock.
Such Common Stock (i) shall be valued at its fair market value on the date of
exercise, (ii) if originally acquired from the Company, must have been held for
at least the period required to avoid a charge to the Company's reported
earnings, and (iii) must be owned free and clear of any liens, claims,
encumbrances or security interests.

          (c) Notwithstanding the foregoing, this option may be exercised
pursuant to a program developed under Regulation T as promulgated by the Federal
Reserve Board which results in the receipt of cash (or check) by the Company
prior to the issuance of Common Stock.

       3. This option may not be exercised for any number of shares which would
require the issuance of anything other than whole shares.

       4. Notwithstanding anything to the contrary contained herein, this option
may not be exercised unless the shares issuable upon exercise of this option are
then registered under the Act, or, if such shares are not then so registered,
the Company has determined that such exercise and issuance would be exempt from
the registration requirements of the Act.

       5. The term of this option commences on the date hereof and, unless
sooner terminated as set forth below or in the Plan, terminates on
______________________ (which date shall be no more than ten (10) years from
date this option is granted). In no event may this option be exercised on or
after the date on which it terminates. This option shall terminate prior to the
expiration of its term as follows: three (3) months after the termination of
your employment with the Company or an affiliate of the Company (as defined in
the Plan) for any reason or for no reason unless

          (a) such termination of employment is due to your permanent and total
disability (within the meaning of Section 422(c)(6) of the Code), in which event
the option shall terminate on the earlier of the termination date set forth
above or twelve (12) months following such termination of employment; or

          (b) such termination of employment is due to your death, in which
event the option shall terminate on the earlier of the termination date set
forth above or eighteen (18) months after your death; or



                                       2.
<PAGE>

          (c) during any part of such three (3) month period the option is not
exercisable solely because of the condition set forth in paragraph 4 above, in
which event the option shall not terminate until the earlier of the termination
date set forth above or until it shall have been exercisable for an aggregate
period of three (3) months after the termination of employment; or

          (d) exercise of the option within three (3) months after termination
of your employment with the Company or with an affiliate would result in
liability under section 16(b) of the Securities Exchange Act of 1934, in which
case the option will terminate on the earlier of (i) the tenth (10th) day after
the last date upon which exercise would result in such liability or (ii) six (6)
months and ten (10) days after the termination of your employment with the
Company or an affiliate.

          However this option may be exercised following termination of
employment only as to that number of shares as to which it was exercisable on
the date of termination of employment under the provisions of paragraph 1 of
this option.

       6. (a) This option may be exercised, to the extent specified above, by
delivering a notice of exercise (in a form designated by the Company) together
with the exercise price to the Secretary of the Company, or to such other person
as the Company may designate, during regular business hours, together with such
additional documents as the Company may then require pursuant to subparagraph
6(f) of the Plan.

          (b) By exercising this option you agree that:

                 (i) the Company may require you to enter an arrangement
providing for the payment by you to the Company of any tax withholding
obligation of the Company arising by reason of (1) the exercise of this option;
(2) the lapse of any substantial risk of forfeiture to which the shares are
subject at the time of exercise; or (3) the disposition of shares acquired upon
such exercise;

                 (ii) you will notify the Company in writing within fifteen (15)
days after the date of any disposition of any of the shares of the Common Stock
issued upon exercise of this option that occurs within two (2) years after the
date of this option grant or within one (1) year after such shares of Common
Stock are transferred upon exercise of this option; and

                 (iii) the Company (or a representative of the underwriters)
may, in connection with the first underwritten registration of the offering of
any securities of the Company under the Act, require that you not sell or
otherwise transfer or dispose of any shares of Common Stock or other securities
of the Company during such period (not to exceed one hundred eighty (180) days)
following the effective date (the "Effective Date") of the registration
statement of the Company filed under the Act as may be requested by the Company
or the representative of the underwriters. For purposes of this restriction you
will be deemed to own securities which (i) are owned directly or indirectly by
you, including securities held for your benefit by nominees, custodians, brokers
or pledgees; (ii) may be acquired by you within sixty



                                       3.
<PAGE>

(60) days of the Effective Date; (iii) are owned directly or indirectly, by or
for your brothers or sisters (whether by whole or half blood) spouse, ancestors
and lineal descendants; or (iv) are owned, directly or indirectly, by or for a
corporation, partnership, estate or trust of which you are a shareholder,
partner or beneficiary, but only to the extent of your proportionate interest
therein as a shareholder, partner or beneficiary thereof. You further agree that
the Company may impose stop-transfer instructions with respect to securities
subject to the foregoing restrictions until the end of such period.

       7. This option is not transferable, except by will or by the laws of
descent and distribution, and is exercisable during your life only by you.

       8. This option is not an employment contract and nothing in this option
shall be deemed to create in any way whatsoever any obligation on your part to
continue in the employ of the Company, or of the Company to continue your
employment with the Company.

       9. Any notices provided for in this option or the Plan shall be given in
writing and shall be deemed effectively given upon receipt or, in the case of
notices delivered by the Company to you, five (5) days after deposit in the
United States mail, postage prepaid, addressed to you at the address specified
below or at such other address as you hereafter designate by written notice to
the Company.

       10. This option is subject to all the provisions of the Plan, a copy of
which is attached hereto and its provisions are hereby made a part of this
option, including without limitation the provisions of paragraph 6 of the Plan
relating to option provisions, and is further subject to all interpretations,
amendments, rules and regulations which may from time to time be promulgated and
adopted pursuant to the Plan. In the event of any conflict between the
provisions of this option and those of the Plan, the provisions of the Plan
shall control.

       Dated the ____ day of __________________, 19__.

                                            Very truly yours,

                                            Repeater Technologies, Inc.



                                            By
                                              ----------------------------------
                                              Duly authorized on behalf
                                              of the Board of Directors



                                       4.
<PAGE>


The undersigned:

       (a) Acknowledges receipt of the foregoing option and the attachments
referenced therein and understands that all rights and liabilities with respect
to this option are set forth in the option and the Plan; and

       (b) Acknowledges that as of the date of grant of this option, it sets
forth the entire understanding between the undersigned optionee and the Company
and its affiliates regarding the acquisition of stock in the Company and
supersedes all prior oral and written agreements on that subject with the
exception of the following agreements only:

        NONE
            --------------
            (Initial)

        OTHER
                 -------------------------
                 -------------------------
                 -------------------------


                                            ------------------------------------
                                            Optionee


                                            Address:
                                                    ----------------------------
                                                    ----------------------------


ATTACHMENTS:

        1993 Key Executives Stock Option Plan
        Form of Notice of Exercise



                                       5.
<PAGE>
                                    FORM OF
                            NONSTATUTORY STOCK OPTION

_________________________, Optionee:

        Repeater Technologies, Inc. (the "Company"), pursuant to its 1993 Key
Executives Stock Option Plan (the "Plan") has this day granted to you, the
optionee named above, an option to purchase shares of the common stock of the
Company ("Common Stock"). This option is not intended to qualify as and will not
be treated as an "incentive stock option" within the meaning of Section 422 of
the Internal Revenue Code of 1986, as amended (the "Code").

        The grant hereunder is in connection with and in furtherance of the
Company's compensatory benefit plan for participation of the Company's Key
Executives, as defined in the Plan, and is intended to comply with the
provisions of Rule 701 promulgated by the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "Act").

        The details of your option are as follows:

        1. The total number of shares of Common Stock subject to this option is
____________________ (__________). Subject to the limitations contained herein,
this option shall be exercisable with respect to each installment shown below on
or after the date of vesting applicable to such installment, as follows:


NUMBER OF SHARES (INSTALLMENT)               DATE OF EARLIEST EXERCISE (VESTING)



                                       1.

<PAGE>

        2.     (a) The exercise price of this option is ________________________
($___________) per share, being not less than 85% of the fair market value of
the Common Stock on the date of grant of this option.

               (b) Payment of the exercise price per share is due in full in
cash (including check) upon exercise of all or any part of each installment
which has become exercisable by you; provided, however, that, if at the time of
exercise, the Company's Common Stock is publicly traded and quoted regularly in
the Wall Street Journal, payment of the exercise price, to the extent permitted
by applicable statutes and regulations, may be made by delivery of already-
owned shares of Common Stock, or a combination of cash and already-owned Common
Stock. Such Common Stock (i) shall be valued at its fair market value on the
date of exercise, (ii) if originally acquired from the Company, must have been
held for the period required to avoid a charge to the Company's reported
earnings, and (iii) must be owned free and clear of any liens, claims,
encumbrances or security interests.

               (c) Notwithstanding the foregoing, this option may be exercised
pursuant to a program developed under Regulation T as promulgated by the Federal
Reserve Board which results in the receipt of cash (or check) by the Company
prior to the issuance of Common Stock.

        3. This option may not be exercised for any number of shares which would
require the issuance of anything other than whole shares.

        4. Notwithstanding anything to the contrary contained herein, this
option may not be exercised unless the shares issuable upon exercise of this
option are then registered under the Act or, if such Shares are not then so
registered, the Company has determined that such exercise and issuance would be
exempt from the registration requirements of the Act.

        5. The term of this option commences on the date hereof and, unless
sooner terminated as set forth below or in the Plan, terminates on
_______________________ (which date shall be no more than ten (10) years from
the date this option is granted). In no event may this option be exercised on or
after the date on which it terminates. This option shall terminate prior to the
expiration of its term as follows: three (3) months after the termination of
your employment with the Company or an affiliate of the Company (as defined in
the Plan) for any reason or for no reason unless:

               (a) such termination of employment is due to your permanent and
total disability (within the meaning of Section 422(c)(6) of the Code), in which
event the option shall terminate on the earlier of the termination date set
forth above or twelve (12) months following such termination of employment; or

               (b) such termination of employment is due to your death, in which
event the option shall terminate on the earlier of the termination date set
forth above or eighteen (18) months after your death; or



                                       2.

<PAGE>

               (c) during any part of such three (3) month period the option is
not exercisable solely because of the condition set forth in paragraph 4 above,
in which event the option shall not terminate until the earlier of the
termination date set forth above or until it shall have been exercisable for an
aggregate period of three (3) months after the termination of employment; or

               (d) exercise of the option within three (3) months after
termination of your employment with the Company or with an affiliate would
result in liability under section 16(b) of the Securities Exchange Act of 1934,
in which case the option will terminate on the earlier of (i) the termination
date set forth above, (ii) the tenth (10th) day after the last date upon which
exercise would result in such liability or (iii) six (6) months and ten (10)
days after the termination of your employment with the Company or an affiliate.

               However, this option may be exercised following termination of
employment only as to that number of shares as to which it was exercisable on
the date of termination of employment under the provisions of paragraph 1 of
this option.

        6.     (a) This option may be exercised, to the extent specified above,
by delivering a notice of exercise (in a form designated by the Company)
together with the exercise price to the Secretary of the Company, or to such
other person as the Company may designate, during regular business hours,
together with such additional documents as the Company may then require pursuant
to subparagraph 6(f) of the Plan.

               (b) By exercising this option you agree that:

                           (i) the Company may require you to enter an
arrangement providing for the cash payment by you to the Company of any tax
withholding obligation of the Company arising by reason of: (1) the exercise of
this option; (2) the lapse of any substantial risk of forfeiture to which the
shares are subject at the time of exercise; or (3) the disposition of shares
acquired upon such exercise; and

                          (ii) the Company (or a representative of the
underwriters) may, in connection with the first underwritten registration of the
offering of any securities of the Company under the Act, require that you not
sell or otherwise transfer or dispose of any shares of Common Stock or other
securities of the Company during such period (not to exceed one hundred eighty
(180) days) following the effective date (the "Effective Date") of the
registration statement of the Company filed under the Act as may be requested by
the Company or the representative of the underwriters. For purposes of this
restriction you will be deemed to own securities which (i) are owned directly or
indirectly by you, including securities held for your benefit by nominees,
custodians, brokers or pledgees; (ii) may be acquired by you within sixty (60)
days of the Effective Date; (iii) are owned directly or indirectly, by or for
your brothers or sisters (whether by whole or half blood) spouse, ancestors and
lineal descendants; or (iv) are owned, directly or indirectly, by or for a
corporation, partnership, estate or trust of which you are a shareholder,
partner or beneficiary, but only to the extent of your proportionate interest
therein as a shareholder, partner or beneficiary thereof. You further agree that
the Company



                                       3.

<PAGE>

may impose stop-transfer instructions with respect to securities subject to the
foregoing restrictions until the end of such period.

        7. This option is not transferable, except by will or by the laws of
descent and distribution, and is exercisable during your life only by you.

        8. This option is not an employment contract and nothing in this option
shall be deemed to create in any way whatsoever any obligation on your part to
continue in the employ of the Company, or of the Company to continue your
employment with the Company. In the event that this option is granted to you in
connection with the performance of services as a consultant or director,
references to employment, employee and similar terms shall be deemed to include
the performance of services as a consultant or a director, as the case may be,
provided, however, that no rights as an employee shall arise by reason of the
use of such terms.

        9. Any notices provided for in this option or the Plan shall be given in
writing and shall be deemed effectively given upon receipt or, in the case of
notices delivered by the Company to you, five (5) days after deposit in the
United States mail, postage prepaid, addressed to you at the address specified
below or at such other address as you hereafter designate by written notice to
the Company.

        10. This option is subject to all the provisions of the Plan, a copy of
which is attached hereto and its provisions are hereby made a part of this
option, including without limitation the provisions of paragraph 6 of the Plan
relating to option provisions, and is further subject to all interpretations,
amendments, rules and regulations which may from time to time be promulgated and
adopted pursuant to the Plan. In the event of any conflict between the
provisions of this option and those of the Plan, the provisions of the Plan
shall control.

        Dated the ____ day of __________________, 19__.

                                        Very truly yours,

                                        Repeater Technologies, Inc.



                                        By
                                           -------------------------------------
                                           Duly authorized on behalf
                                           of the Board of Directors



                                       4.

<PAGE>

The undersigned:

        (a) Acknowledges receipt of the foregoing option and the attachments
referenced therein and understands that all rights and liabilities with respect
to this option are set forth in the option and the Plan; and

        (b) Acknowledges that as of the date of grant of this option, it sets
forth the entire understanding between the undersigned optionee and the Company
and its affiliates regarding the acquisition of stock in the Company and
supersedes all prior oral and written agreements on that subject with the
exception of the following agreements only:

        NONE
             -------------------
                 (Initial)

        OTHER
                    ----------------------------------

                    ----------------------------------

                    ----------------------------------


                                        ----------------------------------------
                                        Optionee

                                        Address:
                                                  ------------------------------

                                                  ------------------------------

ATTACHMENTS:

        1993 Key Executives Stock Option Plan
        Form of Notice of Exercise



                                       5.
<PAGE>
                                    FORM OF
                               NOTICE OF EXERCISE


Repeater Technologies, Inc.
1150 Morse Avenue
Sunnyvale, CA  94089                               Date of Exercise:____________


Ladies and Gentlemen:

        This constitutes notice under my stock option that I elect to purchase
the number of shares for the price set forth below.

        Type of option (check one):         Incentive [ ]     Nonstatutory [ ]

        Stock option dated:                 ______________________

        Number of shares as
        to which option is
        exercised:                          ______________________

        Certificates to be
        issued in name of:                  ______________________

        Total exercise price:              $______________________

        Cash payment delivered
        herewith:                          $______________________


        By this exercise, I agree (i) to provide such additional documents as
you may require pursuant to the terms of the KEY EXECUTIVES INCENTIVE STOCK
OPTION PLAN, (ii) to provide for the payment by me to you (in the manner
designated by you) of your withholding obligation, if any, relating to the
exercise of this option, and (iii) if this exercise relates to an incentive
stock option, to notify you in writing within fifteen (15) days after the date
of any disposition of any shares of Common Stock issued upon exercise of this
option that occurs within two (2) years after the date of grant of this option
or within one (1) year after such shares of Common Stock are issued upon
exercise of this option.

        I hereby make the following certifications and representations with
respect to the number of shares of Common Stock of the Company listed above (the
"Shares"), which are being acquired by me for my own account upon exercise of
the Option as set forth above:


                                       1.

<PAGE>

        I acknowledge that the Shares have not been registered under the
Securities Act of 1933, as amended (the "Act"), and are deemed to constitute
"restricted securities" under Rule 701 and "control securities" under Rule 144
promulgated under the Act. I warrant and represent to the Company that I have no
present intention of distributing or selling said Shares, except as permitted
under the Act and any applicable state securities laws.

        I further acknowledge that I will not be able to resell the Shares for
at least ninety days after the stock of the Company becomes publicly traded
(i.e., subject to the reporting requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934) under Rule 701 and that more restrictive
conditions apply to affiliates of the Company under Rule 144.

        I further acknowledge that all certificates representing any of the
Shares subject to the provisions of the Option shall have endorsed thereon
appropriate legends reflecting the foregoing limitations, as well as any legends
reflecting restrictions pursuant to the Company's Articles of Incorporation,
Bylaws and/or applicable securities laws.

        I further agree that, if required by the Company (or a representative of
the underwriters) in connection with the first underwritten registration of the
offering of any securities of the Company under the Act, I will not sell or
otherwise transfer or dispose of any shares of Common Stock or other securities
of the Company during such period (not to exceed ninety (90) days) following the
effective date of the registration statement of the Company filed under the Act
(the "Effective Date") as may be requested by the Company or the representative
of the underwriters. For purposes of this restriction I will be deemed to own
securities that (i) are owned directly or indirectly by me, including securities
held for my benefit by nominees, custodians, brokers or pledgees; (ii) may be
acquired by me within sixty (60) days of the Effective Date; (iii) are owned
directly or indirectly, by or for my brothers or sisters (whether by whole or
half blood), spouse, ancestors and lineal descendants; or (iv) are owned,
directly or indirectly, by or for a corporation, partnership, estate or trust of
which I am a shareholder, partner or beneficiary, but only to the extent of my
proportionate interest therein as a shareholder, partner or beneficiary thereof.
I further agree that the Company may impose stop-transfer instructions with
respect to securities subject to the foregoing restrictions until the end of
such period.

                                Very truly yours,


                                ------------------------------------------------


                                       2.

<PAGE>
                                    FORM OF
                    EARLY EXERCISE STOCK PURCHASE AGREEMENT

     THIS AGREEMENT is made by and between REPEATER TECHNOLOGIES, INC., a
California corporation (the "Corporation"), and _________________ ("Purchaser").

                                  WITNESSETH:

     WHEREAS, Purchaser holds a ______ stock option to purchase shares of
common stock of the Corporation pursuant to the Corporation's Key Executive
Stock Option Plan (the "Plan") which Purchaser desires to exercise; and

     WHEREAS, Purchaser wishes to take advantage of the early exercise provision
of his option and therefore to enter into this Agreement;

     NOW, THEREFORE, IT IS AGREED between the parties as follows:

     1.   Purchaser hereby agrees to purchase from the Corporation, and the
Corporation hereby agrees to sell to Purchaser, an aggregate of _____ shares of
the common stock (the "Stock") of the Corporation, for an exercise price of
$____ per share (total exercise price: _________  ($_________)), payable in
cash.

     The closing hereunder shall occur at the offices of the Corporation on the
date of this Agreement or at such other time and place as the parties may
mutually agree upon in writing.

     At the closing, Purchaser shall deliver three (3) stock assignments in the
form of Exhibit B duly endorsed (with date and number of shares left blank),
joint escrow instructions (the "Joint Escrow Instructions") in the form of
Exhibit C, duly executed by Purchaser, and the total exercise price in cash.

     At the closing or as soon thereafter as practicable, the Corporation shall
deliver to the Escrow Agent (as defined in paragraph 8 below) share certificates
for all of the Stock that is to be subject to the Purchase Option (as defined in
paragraph 2 below), and shall deliver share certificates to Purchaser for all
of the Stock, if any, that is not to be subject to the Purchase Option.

     2.   In accordance with the provisions of section 408(b) of the California
General Corporation Law, the Stock to be purchased by Purchaser pursuant to this
Agreement shall be subject to the following option ("Purchase Option"):

          (a)  In the event that Purchaser shall cease to be an employee of the
Corporation for any reason (including his death), or no reason, with or without
cause, the Purchase Option may be exercised. The Corporation shall have the
right at any time within sixty (60) days after such cessation of employment to
purchase from Purchaser or his personal representative, as the case may be, at
the price per share paid by Purchaser pursuant to this Agreement ("Option
Price"), up to but not exceeding

                                       1.

<PAGE>

the number of shares of the Stock shown on Exhibit A hereto which is
incorporated herein by this reference.

            (b)   In addition, and without limiting the foregoing Purchase
Option, if at any time during the term of the Purchase Option, there occurs:
(a) a dissolution or liquidation of the Corporation; (b) a merger or
consolidation involving the Corporation in which the Corporation is not the
surviving corporation; (c) a reverse merger in which the Corporation is the
surviving corporation but the shares of the Corporation's common stock
outstanding immediately preceding the merger are converted by virtue of the
merger into other property, whether in the form of other securities, cash or
otherwise; or (d) any other capital reorganization in which more than fifty
percent (50%) of the shares of the Corporation entitled to vote are exchanged,
then: (i) if there will be no successor to the Corporation, the Corporation
shall have the right to exercise its Purchase Option as to all or any
portion of the Stock then subject to the Purchase Option set forth above to the
same extent as if Purchaser's employment by the Corporation had ceased on the
date preceding the date of consummation of said event or transaction, or (ii)
the Purchase Option may be assigned to any successor of the Corporation, and
the Purchase Option shall apply if Purchaser shall cease for any reason to be
an employee of such successor on the same basis as set forth above. In that
case, references herein to the "Corporation" shall be deemed to refer to such
successor.

            (c)   The Corporation shall be entitled to pay for any shares
purchased pursuant to its Purchase Option at the Corporation's option in cash,
by offset against any indebtedness owing to the Corporation Purchaser, or a
combination of both.

            (d)   As used herein, employment with the Corporation shall include
employment with an affiliate of the Corporation.

            (e)   This Agreement is not an employment contract and nothing in
this Agreement shall be deemed to create in any way whatsoever any obligation
on the part of the Purchaser to continue in the employ of the Corporation, or
of the Corporation to continue Purchaser in the employ of the Corporation.

      3.    The Purchase Option may be exercised by giving written notice of
exercise delivered or mailed as provided in paragraph 14. Upon providing such
notice and payment or tender of the purchase price, the Corporation shall
become the legal and beneficial owner of the Stock being purchased and all
rights and interests therein or related thereto.

      4.    If from time to time during the term of the Purchase Option there
is any stock dividend or liquidating dividend or distribution of cash and/or
property, stock split or other change in the character or amount of any of the
outstanding securities of the Corporation, then, in such event, any and all
new, substituted or additional securities or other property to which Purchaser
is entitled by reason of his ownership of Stock will be immediately subject to
the Purchase Option and be included in the word "Stock" for all purposes of the
Purchase Option with the same force and effect as the shares of Stock then
subject to the Purchase Option. While the total Option Price shall remain the
same after



                                       2.
<PAGE>
each such event, the Option Price per share of Stock upon exercise of the
Purchase Option shall be appropriately adjusted.

     5.   All certificates representing any shares of Stock of the Corporation
subject to the provisions of this Agreement shall have endorsed thereon legends
in substantially the following form:

               (i)   "The shares represented by this certificate are subject to
an option set forth in an agreement between the corporation and the registered
holder, or his predecessor in interest, a copy of which is on file at the
principal office of this corporation. Any transfer or attempted transfer of any
shares subject to such option is void without the prior express written consent
of the issuer of these shares."

               (ii)  "These securities have not been registered under the
Securities Act of 1933. They may not be sold, offered for sale, pledged or
hypothecated in the absence of an effective registration statement as to the
securities under said Act or an opinion of counsel satisfactory to the
corporation that such registration is not required."

               (iii) Any legend required to be placed thereon by the California
Commissioner of Corporations.

     6.   Purchaser acknowledges that he is aware that the Stock to be issued
to him by the Corporation pursuant to this Agreement has not been registered
under the Securities Act of 1933, as amended (the "Act"), on the basis that no
distribution or public offering of the Stock is to be effected, and in this
connection acknowledges that the Corporation is relying on the following
representations: Purchaser warrants and represents to the Corporation that he
is acquiring the Stock for investment and not with to or for sale in connection
with any distribution of the Stock or with any present intention of
distributing or selling the Stock and he does not presently have reason to
anticipate any change in circumstances or any particular occasion or event
which would cause him to sell the Stock. Purchaser recognizes that the Stock
must be held indefinitely unless it is subsequently registered under the Act or
an exemption from such registration is available and, further, recognizes that
the Corporation is under no obligation to register the Stock or to comply with
any exemption from such registration.

     7.   Purchaser is aware that the Stock may not be sold pursuant to Rule
144 adopted under the Act unless certain conditions are met and until Purchaser
has held the Stock for at least two (2) years. Among the conditions for use of
Rule 144 is the availability of specified current public information about the
Corporation. Purchaser recognizes that the Corporation presently has no plans
to make such information available to the public.

     Whether or not the Purchase Option is exercised or has lapsed, Purchaser
further agrees not to make any disposition of any of the Stock in any event
unless and until:

          (a)  There is then in effect a registration statement under the Act
covering such proposed disposition and such disposition is made in accordance
with such registration statement; or



                                       3.
<PAGE>


          (b) (i) Purchaser shall have notified the Corporation of the proposed
disposition and shall have furnished the Corporation with a detailed statement
of the circumstances surrounding the proposed disposition, and (ii) Purchaser
shall have given the Corporation an opinion of counsel, which opinion and
counsel shall be satisfactory to the Corporation, to the effect that such
disposition will not require registration of the Stock under the Act.

     8.   As security for his faithful performance of the terms of this
Agreement and to insure the availability for delivery of Purchaser's Stock upon
exercise of the Purchase Option herein provided for, Purchaser agrees, at the
closing hereunder (or as soon thereafter as practicable) to deliver (or have
the Corporation deliver on the Purchaser's behalf) to and deposit with the
Secretary of the Corporation, as escrow agent in this transaction (the "Escrow
Agent"), three (3) stock assignments duly endorsed (with date and number of
shares left blank) in the form attached hereto as Exhibit B, together with a
certificate or certificates evidencing all of the Stock subject to the Purchase
Option; said documents are to be held by the Escrow Agent and delivered by said
Escrow Agent pursuant to the Joint Escrow Instructions of the Corporation and
Purchaser set forth in Exhibit C attached hereto and incorporated herein by
this reference, which instructions shall also be delivered to the Escrow Agent
at the closing hereunder (or as soon thereafter as practicable).

     9.   Purchaser shall not sell or transfer any of the Stock subject to the
Purchase Option or any interest therein so long as such Stock is subject to the
Purchase Option.

     10.  The Corporation shall not be required (i) to transfer on its books
any shares of Stock of the Corporation which shall have been sold or
transferred in violation of any of the provisions set forth in this Agreement
or (ii) to treat as owner of such shares or to accord the right to vote as such
owner or to pay dividends to any transferee to whom such shares shall have been
so transferred.

     11.  Subject to the provisions of paragraphs 9 and 10 above, Purchaser
(but not any unapproved transferee) shall, during the term of this Agreement,
exercise all rights and privileges of a stockholder of the Corporation with
respect to the Stock.

     12.  Purchaser acknowledges receipt of a copy of section 260.141.11 of
Title 10 of the California Administrative Code, attached hereto as Exhibit D.

     13.  The parties agree to execute such further instruments and to take
such further action as reasonably may be necessary to carry out the intent of
this Agreement.

     14.  Any notice required or permitted hereunder shall be given in writing
and shall be deemed effectively given upon personal delivery or upon deposit in
any United States Post Office Box, by registered or certified mail with postage
and fees prepaid, addressed to the other party hereto as his address
hereinafter shown below his signature or at such other address as such party
may designate by ten (10) days' advance written notice to the other party
hereto.


                                       4.
<PAGE>
     15.  This Agreement shall bind and inure to the benefit of the successors
and assigns of the Corporation and, subject to the restrictions on transfer
herein set forth, inure to the benefit of and be binding upon Purchaser, his
heirs, executors, administrators, successors, and assigns. Without limiting the
generality of the foregoing, the Purchase Option of the Corporation hereunder
shall be assignable by the Corporation at any time or from time to time, in
whole or in part.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the ____ day of ___________, 19___.



                                             __________________________________


                                             By _______________________________

                                   Address:  __________________________________

                                             __________________________________



                                             __________________________________
                                             Purchaser



                                   Address:  __________________________________

                                             __________________________________



ATTACHMENTS:

Exhibit A      Vesting Schedule
Exhibit B      Assignment Separate from Certificate
Exhibit C      Joint Escrow Instructions



                                       5.


<PAGE>
                                   EXHIBIT A

                                VESTING SCHEDULE


                                                      NUMBER OF SHARES
                                                      SUBJECT TO
IF CESSATION OF EMPLOYMENT OCCURS:                    PURCHASE OPTION:

<Table>
     <S>                                     <C>
     Before___________, 19__                 _________________ shares

     After_______________, 19__
     but before _____________, 19__              _________________ shares

     After_______________, 19__                  _________________ shares
     but before _____________, 19__

     After_______________, 19__
     but before _____________, 19__              _________________ shares

     After_______________, 19__
     but before _____________, 19__              _________________ shares

     After_______________, 19__
     but before _____________, 19__              _________________ shares

     After_______________, 19__
     but before _____________, 19__              _________________ shares

     After_______________, 19__
     but before _____________, 19__              _________________ shares

     After_______________, 19__
     but before _____________, 19__              _________________ shares

     After_______________, 19__
     but before _____________, 19__              _________________ shares

     After_______________, 19__
     but before _____________, 19__              _________________ shares
</Table>
<PAGE>

                                   EXHIBIT B

                      ASSIGNMENT SEPARATE FROM CERTIFICATE



     FOR VALUE RECEIVED and pursuant to that certain Early Exercise Stock
Purchase Agreement dated as of _____________, 19__, __________________ hereby
sells, assigns and transfers unto _______________________________ (__________)
shares of common stock of Peninsula Wireless Communications, Inc., a California
corporation, standing in the undersigned's name on the books of said
corporation represented by Certificate No. _____ herewith, and does hereby
irrevocably constitute and appoint __________________________________ attorney
to transfer the said stock on the books of the said corporation with full power
of substitution in the premises. This Assignment may be used only in accordance
with and subject to the terms and conditions of the Agreement, in connection
with the repurchase of shares of Common Stock issued to the undersigned pursuant
to the Agreement, and only to the extent that such shares remain subject to the
Company's Purchase Option under the Agreement.



Dated: _________________




                                        Signature _____________________________






<PAGE>
                                   EXHIBIT C

                           JOINT ESCROW INSTRUCTIONS

Secretary
Peninsula Wireless Communications, Inc.
1150 Morse Avenue
Sunnyvale, CA 94089

Dear Sir:

     As Escrow Agent for both Repeater Technologies, Inc., a California
corporation ("Corporation"), and the undersigned purchaser of stock of the
Corporation ("Purchaser"), you are hereby authorized and directed to hold the
documents delivered to you pursuant to the terms of that certain Early Exercise
Stock Purchase Agreement ("Agreement"), dated ______, to which a copy of these
Joint Escrow Instructions is attached as Exhibit C, in accordance with the
following instructions:

     16.  In the event the Corporation or an assignee shall elect to exercise
the Purchase Option set forth in the Agreement, the Corporation or its assignee
will give to Purchaser and you a written notice specifying the number of shares
of stock to be purchased, the purchase price, and the time for a closing
hereunder at the principal office of the Corporation. Purchaser and the
Corporation hereby irrevocably authorize and direct you to close the
transaction contemplated by such notice in accordance with the terms of said
notice.

     17.  At the closing you are directed (a) to date any stock assignments
necessary for the transfer in question, (b) to fill in the number of shares
being transferred, and (c) to deliver same, together with the certificate
evidencing the shares of stock to be transferred, to the Corporation against
the simultaneous delivery to you of the purchase price (which may include
suitable acknowledgment of cancellation of indebtedness) of the number of
shares of stock being purchased pursuant to the exercise of the Purchase Option.

     18.  Purchaser irrevocably authorizes the Corporation to deposit with you
any certificates evidencing shares of stock to be held by you hereunder and any
additions and substitutions to said shares as specified in the Agreement.
Purchaser does hereby irrevocably constitute and appoint you as his
attorney-in-fact and agent for the term of this escrow to execute with respect
to such securities and other property all documents of assignment and/or
transfer and all stock certificates necessary or appropriate to make all
securities negotiable and complete any transaction herein contemplated.

     19.  This escrow shall terminate  upon expiration or exercise in full of
the Purchase Option, whichever occurs first.
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     20.  If at the time of termination of this escrow you should have in your
possession any documents, securities, or other property belonging to Purchaser,
you shall deliver all of same to Purchaser and shall be discharged of all
further obligations hereunder; provided, however, that if at the time of
termination of this escrow you are advised by the Corporation that the property
subject to this escrow is the subject of a pledge or other security agreement,
you shall deliver all such property to the pledgeholder or other person
designated by the Corporation.

     21.  Except as otherwise provided in these Joint Escrow Instructions, your
duties hereunder may be altered, amended, modified or revoked only by a writing
signed by all of the parties hereto.

     22.  You shall be obligated only for the performance of such duties as are
specifically set forth herein and may rely and shall be protected in relying or
refraining from acting on any instrument reasonably believed by you to be
genuine and to have been signed or presented by the proper party or parties or
their assignees. You shall not be personally liable for any act you may do or
omit to do hereunder as Escrow Agent or as attorney-in-fact for Purchaser while
acting in good faith and any act done or omitted by you pursuant to the advice
of your own attorneys shall be conclusive evidence of such good faith.

     23.  You are hereby expressly authorized to disregard any and all warnings
given by any of the parties hereto or by any other person or corporation,
excepting only orders or process of courts of law, and are hereby expressly
authorized to comply with and obey orders, judgments or decrees of any court.
In case you obey or comply with any such order, judgment or decree of any
court, you shall not be liable to any of the parties hereto or to any other
person, firm or corporation by reason of such compliance, notwithstanding any
such order, judgment or decree being subsequently reversed, modified, annulled,
set aside, vacated or found to have been entered without jurisdiction.

     24.  You shall not be liable in any respect on account of the identity,
authority or rights of the parties executing or delivering or purporting to
execute or deliver the Agreement or any documents or papers deposited or called
for hereunder.

     25.  You shall not be liable for the outlawing of any rights under any
statute of limitations with respect to these Joint Escrow Instructions or any
documents deposited with you.

     26.  You shall be entitled to employ such legal counsel (including without
limitation the firm of Cooley Godward Castro Huddleson & Tatum) and other
experts as you may deem necessary properly to advise you in connection with
your obligations hereunder, may rely upon the advice of such counsel, and may
pay such counsel reasonable compensation therefor.

     27.  Your responsibilities as Escrow Agent hereunder shall terminate if
you shall cease to be Secretary of the Corporation or if you shall resign by
written notice to each party. In the



                                       2.
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event of any such termination, the Corporation may appoint any officer or
assistant officer of the Corporation as successor Escrow Agent and Purchaser
hereby confirms the appointment of such successor or successors as his
attorney-in-fact and agent to the full extent of your appointment.

     28.  If you reasonably require other or further instruments in connection
with these Joint Escrow Instructions or obligations in respect hereto, the
necessary parties hereto shall join in furnishing such instruments.

     29.  It is understood and agreed that should any dispute arise with
respect to the delivery and/or ownership or right of possession of the
securities, you may (but are not obligated to) retain in your possession
without liability to anyone all or any part of said securities until such
dispute shall have been settled either by mutual written agreement of the
parties concerned or by a final order, decree or judgment of a court of
competent jurisdiction after the time for appeal has expired and no appeal has
been perfected, but you shall be under no duty whatsoever to institute or defend
any such proceedings.

     30.  Any notice required or permitted hereunder shall be given in writing
and shall be deemed effectively given upon personal delivery or upon deposit in
any United States Post Box, by registered or certified mail with postage and
fees prepaid, addressed to each of the other parties hereunto entitled at the
following addresses, or at such other addresses as a party may designate by ten
days' written notice to each of the other parties hereto:

     CORPORATION:   REPEATER TECHNOLOGIES, INC.
                    1150 Morse Avenue
                    Sunnyvale, CA 94089


     PURCHASER:
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                    ---------------------------------------

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     SECRETARY:     Secretary
                    REPEATER TECHNOLOGIES, INC.
                    1150 Morse Avenue
                    Sunnyvale, CA 94089


     31.  By signing these Joint Escrow Instructions you become a party hereto
only for the purpose of said Joint Escrow Instructions; you do no become a
party to the Agreement.

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     32.  This instrument shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and permitted assigns. It is
understood and agreed that references to "you" or "your" herein refer to the
original Escrow Agent and to any and all successor Escrow Agents. It is
understood and agreed that the Corporation may at any time or from time to time
assign its rights under the Agreement and these Joint Escrow Instructions in
whole or in part.

                              Very truly yours,

                              REPEATER TECHNOLOGIES, INC.

                              By
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                              PURCHASER:


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ESCROW AGENT:


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Secretary


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