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EXHIBIT 10.15

                             1997 STOCK OPTION PLAN
                          NETLIVE COMMUNICATIONS, INC.



1. PURPOSE; DEFINITIONS.

         The purpose of the NetLive Communications, Inc. 1997 Stock Option Plan
(the "Plan") is to enable NetLive Communications, Inc. (the "Company") to
attract, retain and reward key employees of the Company and its Subsidiaries
and Affiliates, and others who provide services to the Company and its
Subsidiaries and Affiliates, and strengthen the mutuality of interests between
such key employees and such other persons and the Company's stockholders, by
offering such key employees and such other persons incentives and/or other
equity interests or equity-based incentives in the Company, as well as
performance-based incentives payable in cash.

         For purposes of the Plan, the following terms shall be defined as set
forth below:

         (a) "Affiliate" means any corporation, partnership, joint venture or
other entity, other than the Company and its Subsidiaries, that is designated
by the Board as a participating employer under the Plan, provided that the
Company directly or indirectly owns at least 20% of the combined voting power
of all classes of stock of such entity or at least 20% of the ownership
interests in such entity.

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

         (c) "Book Value" means, as of any given date, on a per share basis (i)
the stockholders' equity in the Company as of the last day of the immediately
preceding fiscal year as reflected in the Company's consolidated balance sheet,
subject to such adjustments as the Committee shall specify at or after grant,
divided by (ii) the number of then outstanding shares of Stock as of such
year-end date, as adjusted by the Committee for subsequent events.

         (d) "Code" means the Internal Revenue Code of 1986, as amended from
time to time, and any successor thereto.

         (e)  "Commission" means the Securities and Exchange Commission or
any successor thereto.

         (f) "Committee" means the Committee referred to in Section 2 of the
Plan. If at any time no Committee shall be in office, then the functions of the
Committee specified in the Plan shall be exercised by the Board.

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         (g)  "Company" means NetLive Communications, Inc., a Delaware
corporation, or any successor corporation.

         (h) "Disability" means disability as determined under procedures
established by the Committee for purposes of this Plan.

          (i) "Early Retirement" means retirement, with the express consent for
purposes of this Plan of the Company at or before the time of such retirement,
from active employment with the Company and any Subsidiary or Affiliate
pursuant to the early retirement provisions of the applicable pension plan of
such entity.

         (j) "Exchange Act" means the Securities Exchange Act of 1934, as
amended, from time to time, and any successor thereto.

         (k) "Fair Market Value" means, as of any given date, the market price
of the Stock as determined by or in accordance with the policies established by
the Committee in good faith; provided, that, in the case of an Incentive Stock
Option, the Fair Market Value shall be determined in accordance with the Code
and the Treasury regulations under the Code.

         (l) "Incentive Stock Option" means any Stock Option intended to be and
designated as an "Incentive Stock Option" within the meaning of Section 422A of
the Code.

         (m) "Non-Employee Director" means a director of the Company who is not
otherwise employed by the Company or any Subsidiary or Affiliate, provided,
however, that any person who is employed by the Company or any of its
subsidiaries and is an officer of the Company but does not receive compensation
from the Company for services as an officer shall be deemed a Non-Employee
Director.

         (n) "Non-Qualified Stock Option" means any Stock Option that is not an
Incentive Stock Option.

         (o) "Normal Retirement" means retirement from active employment with
the Company and any Subsidiary or Affiliate on or after age 65.

         (p)  "Plan" means this NetLive Communications, Inc. 1997 Stock Option
Plan, as hereinafter amended from time to time.

         (q)  "Retirement" means Normal Retirement or Early Retirement.

         (r) "Stock" means the common stock, par value $.0001 per share, of the
Company or any class of common stock into which such common stock may hereafter
be converted or for which such common stock may be exchanged as part of a
recapitalization, reorganization or similar transaction;

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         (s) "Stock Option" or "Option" means any option to purchase shares of
Stock granted pursuant to Section 5 of the Plan.

         (t) "Subsidiary" means any corporation or other business association,
including a partnership (other than the Company) in an unbroken chain of
corporations or other business associations beginning with the Company if each
of the corporations or other business associations (other than the last
corporation in the unbroken chain) owns equity interests (including stock or
partnership interests) possessing 50% or more of the total combined voting
power of all classes of equity in one of the other corporations or other
business associations in the chain.

2.       ADMINISTRATION.

         (a) The Plan shall be administered by a Committee of not less than two
Non-Employee Directors, who shall be appointed by the Board and who shall serve
at the pleasure of the Board. If and to the extent that no Committee exists
which has the authority to so administer the Plan, the functions of the
Committee specified in the Plan shall be exercised by the Board.
Notwithstanding the foregoing, in the event that the Company is not subject to
the Exchange Act or in the event that the administration of the Plan by a
Committee of Non-Employee Directors is not required in order for the Plan to
meet the test of Rule 16b-3 of the Commission under the Exchange Act, or any
subsequent rule, then the Committee need not be composed of Non-Employee
Directors. As long as said Rule 16b-3 requires, as a condition to the officers
and directors obtaining the benefit of such rule, that the Committee be
composed of Non-Employee Directors, each member or alternate member of the
Committee shall not be entitled to any grants under the Plan or under any other
plans of the Corporation or its affiliates, except to the extent that
participation in a plan would not cause such person to cease being a
Non-Employee Director for purposes of said Rule 16b-3.

         (b) The Committee shall have full authority to grant Stock Options,
pursuant to the terms of the Plan, to officers and other persons eligible under
Section 4 of the Plan. In particular, the Committee shall have the authority:

                  (i) to select the officers and other eligible persons to whom
Stock Options may from time to time be granted pursuant to the Plan;

                  (ii) to determine whether and to what extent Incentive Stock
Options and/or Non-Qualified Stock Options, or any combination thereof, are to
be granted pursuant to the Plan, to one or more eligible persons;

                  (iii)  to determine the number of shares to be covered by
each such award granted pursuant to the Plan;

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                  (iv) to determine the terms and conditions, not inconsistent
with the terms of the Plan, of any award granted under the Plan, including, but
not limited to, the share price or exercise price and any restriction or
limitation, or any vesting, acceleration or waiver of forfeiture restrictions
regarding any Stock Option or other award and/or the shares of Stock relating
thereto, based in each case on such factors as the Committee shall, in its sole
discretion, determine;

                  (v) to determine whether, to what extent and under what
circumstances a Stock Option may be settled in cash or other securities of the
Company under Paragraph 5(b)(x) of the Plan instead of Stock;

                  (vi) to determine whether, to what extent and under what
circumstances Option grants and/or other awards under the Plan and/or other
cash awards made by the Company are to be made, and operate, on a tandem basis
with other awards under the Plan and/or cash awards made outside of the Plan in
a manner whereby the exercise of one award precludes, in whole or in part, the
exercise of another award, or on an additive basis;

                  (vii) to determine whether, to what extent and under what
circumstances Stock and other amounts payable with respect to an award under
this Plan shall be deferred either automatically or at the election of the
participant, including any provision for any determination or method of
determination of the amount (if any) deemed be earned on any deferred amount
during any deferral period; and

                  (viii) to determine an aggregate number of awards and the
type of awards to be granted to eligible persons employed or engaged by the
Company and/or any specific Subsidiary, Affiliate or division and grant to
management the authority to grant such awards, provided that no awards to any
person subject to the reporting and short-swing profit provisions of Section 16
of the Exchange Act may be granted awards except by the Committee.

         (c) The Committee shall have the authority to adopt, alter and repeal
such rules, guidelines and practices governing the Plan as it shall, from time
to time, deem advisable; to interpret the terms and provisions of the Plan and
any award issued under the Plan and any agreements relating thereto, and
otherwise to supervise the administration of the Plan.

         (d) All decisions made by the Committee pursuant to the provisions of
the Plan shall be made in the Committee's sole discretion and shall be final
and binding on all persons, including the Company and Plan participants.

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3.       STOCK SUBJECT TO PLAN.

         (a) The total number of shares of Stock reserved and available for
distribution under the Plan shall be six hundred thousand (600,000) shares of
Common Stock. Such shares may consist, in whole or in part, of authorized and
unissued shares or treasury shares. In the event that awards are granted in
tandem such that the exercise of one award precludes the exercise of another
award then, for the purpose of determining the number of shares of Stock as to
which awards shall have been granted, the maximum number of shares of Stock
issuable pursuant to such tandem awards shall be used.

         (b) If any shares of Stock that have been optioned cease to be subject
to a Stock Option, such shares shall again be available for distribution in
connection with future awards under the Plan.

         (c) In the event of any merger, reorganization, consolidation,
recapitalization, stock dividend, stock split, stock distribution, reverse
split, combination of shares or other change in corporate structure affecting
the Stock, such substitution or adjustment shall be made in the aggregate
number of shares reserved for issuance under the Plan, in the number and option
price of shares subject to outstanding Options granted under the Plan, as may
be determined to be appropriate by the Committee, in its sole discretion,
provided that the number of shares subject to any award shall always be a whole
number.

4.       ELIGIBILITY.

          Officers and other key employees, consultants and directors of the
Company and its Subsidiaries and Affiliates who are responsible for or
contribute to the management, growth and/or profitability of the business of
the Company and/or its Subsidiaries and Affiliates are eligible to be granted
awards under the Plan.

5.       STOCK OPTIONS.

         (a) Administration. Stock Options may be granted alone, in addition to
or in tandem with other awards granted under the Plan and/or cash awards made
outside of the Plan. Any Stock Option granted under the Plan shall be in such
form as the Committee may from time to time approve. Stock Options granted
under the Plan may be of two types: (i) Incentive Stock Options and (ii)
Non-Qualified Stock Options. The Committee shall have the authority to grant to
any optionee Incentive Stock Options, Non-Qualified Stock Options, or both
types of Stock Options.

         (b) Option Grants. Options granted under the Plan shall be subject to
the following terms and conditions and shall contain such additional terms and
conditions, not inconsistent with the terms of the Plan, as the Committee, in
its sole discretion, shall deem desirable:

                  (i)  Option Price.  The option price per share of Stock
purchasable under a Stock Option shall be determined by the Committee at the
time of grant.

                  (ii) Option Term. The term of each Stock Option shall be
fixed by the Committee, but no Stock Option shall be exercisable more than ten
(10) years after the date the Option is granted.

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                  (iii) Exercisability. Stock Options shall be exercisable at
such time or times and subject to such terms and conditions as shall be
determined by the Committee at or after grant. If the Committee provides, in
its sole discretion, that any Stock Option is exercisable only in installments,
the Committee may waive such installment exercise provisions at any time at or
after grant in whole or in part, based on such factors as the Committee shall,
in its sole discretion, determine.

                  (iv)  Method of Exercise.

             (A) Subject to whatever installment exercise provisions apply
under Paragraph 5(b)(iii) of the Plan, Stock Options may be exercised in whole
or in part at any time during the option period, by giving written notice of
exercise to the Company specifying the number of shares to be purchased. Such
notice shall be accompanied by payment in full of the purchase price, either by
check, note or such other instrument, securities or property as the Committee
may accept. As and to the extent determined by the Committee, in its sole
discretion, at or after grant, payments in full or in part may also be made in
the form of Stock already owned by the optionee.

             (B) No shares of Stock shall be issued until full payment therefor
has been received by the Company. In the event of any exercise by note or other
instrument, the shares of Stock shall not be issued until such note or other
instrument shall have been paid in full, and the exercising optionee shall have
no rights as a stockholder until such payment is made.

             (C) Subject to Paragraph 5(b)(iv)(B) of the Plan, an optionee
shall generally have the rights to dividends or other rights of a stockholder
with respect to shares subject to the Option when the optionee has given
written notice of exercise, has paid in full for such shares, and, if
requested, has given the representation described in Paragraph 9(a) of the
Plan.

                  (v) Non-Transferability of Options. No Stock Option shall be
transferable by the optionee otherwise than by will or by the laws of descent
and distribution, and all Stock Options shall be exercisable, during the
optionee's lifetime, only by the optionee or optionee's legal representative.

                  (vi) Termination by Death. Subject to Paragraph 5(b)(ix) of
the Plan with respect to Incentive Stock Options, if an optionee's employment
by the Company and any Subsidiary or Affiliate terminates by reason of death,
any Stock Option held by such optionee may thereafter be exercised, to the
extent such option was exercisable at the time of death or on such accelerated
basis as the Committee may determine at or after grant (or as may be determined
in accordance with procedures established by the Committee), by the legal
representative of the estate or by the legatee of the optionee under the will
of the optionee, for a period of one year (or such other period as the
Committee may specify at grant) from the date of such death or until the
expiration of the stated term of such Stock Option, whichever period is the
shorter.

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                  (vii) Termination by Reason of Disability, Retirement or
Resignation. Subject to Paragraph 5(b)(ix) of the Plan with respect to
Incentive Stock Options, if an optionee's employment by the Company and any
Subsidiary or Affiliate terminates by reason of a Disability, Normal or Early
Retirement or voluntary resignation which is not preceded by delivery of notice
of the optionee's unsatisfactory performance or forthcoming termination for
Cause, as hereafter defined ("Voluntary Resignation"), any Stock Option held by
such optionee may thereafter be exercised by the optionee, to the extent it was
exercisable at the time of termination or on such accelerated basis as the
Committee may determine at or after grant (or as may be determined in
accordance with procedures established by the Committee), for a period of two
years (or such other period as the Committee may specify at grant) from the
date of such termination of employment or until the expiration of the stated
term of such Stock Option, whichever period is the shorter; provided, however,
that, if the optionee dies within such two-year period (or such other period as
the Committee shall specify at grant), any unexercised Stock Option held by
such optionee shall thereafter be exercisable to the extent to which it was
exercisable at the time of death for a period of two years from the date of
such death or until the expiration of the stated term of such Stock Option,
whichever period is the shorter. In the event of termination of employment by
reason of Disability, Normal or Early Resignation, or Voluntary Resignation, if
an Incentive Stock Option is exercised after the expiration of the exercise
periods that apply for purposes of Section 422A of the Code, such Stock Option
will thereafter be treated as a Non-Qualified Stock Option.

                  (viii) Other Termination. Unless otherwise determined by the
Committee (or pursuant to procedures established by the Committee) at or after
grant, if an optionee's employment by the Company and any Subsidiary or
Affiliate terminates for any reason other than death, Disability, Normal or
Early Retirement, or Voluntary Resignation, the Stock Option shall thereupon
terminate; provided, however, that if the optionee is involuntarily terminated
by the Company or any Subsidiary or Affiliate without Cause, including a
termination resulting from the Subsidiary, Affiliate or division in which the
optionee is employed or engaged, ceasing, for any reason, to be a Subsidiary,
Affiliate or division of the Company, such Stock Option may be exercised, to
the extent otherwise exercisable on the date of termination, for a period of
twelve months from the date of such termination or until the expiration of the
stated term of such Stock Option, whichever is shorter. For purposes of this
Plan, "Cause" means a felony conviction of a participant or the failure of a
participant to contest prosecution for a felony, or a participant's willful
misconduct, dishonesty or gross negligence.

                  (ix)  Incentive Stock Options.

             (A) Anything in the Plan to the contrary notwithstanding, no term
of this Plan relating to Incentive Stock Options shall be interpreted, amended
or altered, nor shall any discretion or authority granted under the Plan be so
exercised, so as to disqualify the Plan under Section 422A of the Code, or,
without the consent of the optionee(s) affected, to disqualify any Incentive
Stock Option under such Section 422A.

             (B) To the extent required for "incentive stock option" status
under Section 422A(b)(7) of the Code (taking into account applicable Treasury
regulations and pronouncements), the Plan shall be deemed to provide that the
aggregate Fair Market Value (determined as of the time of grant) of the Stock
with respect to which Incentive Stock Options are exercisable for the first
time by the optionee during any calendar year under the Plan and/or any other
stock option plan of the Company or any Subsidiary or parent corporation
(within the meaning of Section 425 of the Code) after 1986 shall not exceed
$100,000. If Section 422A is hereafter amended to delete the requirement now in
Section 422A(b)(7) that the plan text expressly provide for the $100,000
limitation set forth in Section 422A(b)(7), then this Paragraph 5(b)(ix)(B)
shall no longer be operative and the Committee may accelerate the dates on
which the incentive stock option may be exercised.

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              (C) To the extent permitted under Section 422A of the Code or the
applicable regulations thereunder or any applicable Internal Revenue Service
pronouncement:

              (I) If (x) a participant's employment is terminated by reason of
death, Disability or Retirement and (y) the portion of any Incentive Stock
Option that is otherwise exercisable during the post-termination period
specified under Paragraphs 5(b)(vi) and (vii) of the Plan, applied without
regard to the $100,000 limitation contained in Section 422A(b)(7) of the Code,
is greater than the portion of such option that is immediately exercisable as
an "incentive stock option" during such post-termination period under Section
422A, such excess shall be treated as a Non-Qualified Stock Option; and

                  (x) Buyout Provisions. The Committee may at any time offer to
buy out for a payment in cash or Stock, an option previously granted, based on
such terms and conditions as the Committee shall establish and communicate to
the optionee at the time that such offer is made.

6.       AMENDMENTS AND TERMINATION.

         (a) The Board may amend, alter, or discontinue the Plan, but no
amendment, alteration, or discontinuation shall be made which would impair the
rights of an optionee or participant under a Stock Option theretofore granted,
without the optionee's or participant's consent, and no amendment will be made
without approval of the stockholders if such amendment requires stockholder
approval under state law or if stockholder approval is necessary in order that
the Plan comply with Rule 16b-3 of the Commission under the Exchange Act or any
substitute or successor rule or if stockholder approval is necessary in order
to enable the grant pursuant to the Plan of options or other awards intended to
confer tax benefits upon the recipients thereof.

         (b) The Committee may amend the terms of any Stock Option theretofore
granted, prospectively or retroactively, but no such amendment shall impair the
rights or any holder without the holder's consent. The Committee may also
substitute new Stock Options for previously granted Stock Options (on a one for
one or other basis), including previously granted Stock Options having higher
option exercise prices.

         (c) Subject to the provisions of Paragraphs 7(a) and (b) of the Plan,
the Board shall have broad authority to amend the Plan to take into account
changes in applicable securities and tax laws and accounting rules, as well as
other developments.

7.       UNFUNDED STATUS OF PLAN.

         The Plan is intended to constitute an "unfunded" plan for incentive
and deferred compensation. With respect to any payments not yet made to a
participant or optionee by the Company, nothing contained in this Plan shall
give any such participant or optionee any rights that are greater than those of
a general creditor of the Company. In its sole discretion, the Committee may
authorize the creation of trusts or other arrangements to meet the obligations
created under the Plan to deliver Stock or payments in lieu of or with respect
to awards under this Plan; provided, however, that, unless the Committee
otherwise determines with the consent of the affected participant, the
existence of such trusts or other arrangements shall be consistent with the
"unfunded" status of the Plan.

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8.       GENERAL PROVISIONS.

         (a) The Committee may require each person purchasing shares pursuant
to a Stock Option or other award under the Plan to represent to and agree with
the Company in writing that the optionee or participant is acquiring the shares
without a view to distribution thereof. The certificates for such shares may
include any legend which the Committee deems appropriate to reflect any
restrictions on transfer. All certificates or shares of Stock or other
securities delivered under the Plan shall be subject to such stock-transfer
orders and other restrictions as the Committee may deem advisable under the
rules, regulations, and other requirements of the Commission, any stock
exchange upon which the Stock is then listed, and any applicable Federal or
state securities law, and the Committee may cause a legend or legends to be put
on any such certificates to make appropriate reference to such restrictions.

         (b) Nothing contained in this Plan shall prevent the Board from
adopting other or additional compensation arrangements, subject to stockholder
approval if such approval is required; and such arrangements may be either
generally applicable or applicable only in specific cases.

         (c) Neither the adoption of the Plan nor the grant of any award
pursuant to the Plan shall confer upon any employee of the Company or any
Subsidiary or Affiliate any right to continued employment with the Company or a
Subsidiary or Affiliate, as the case may be, nor shall it interfere in any way
with the right of the Company or a Subsidiary or Affiliate to terminate the
employment of any of its employees at any time.

         (d) No later than the date as of which an amount first becomes
includible in the gross income of the participant for Federal income tax
purposes with respect to any award under the Plan, the participant shall pay to
the Company, or make arrangements satisfactory to the Committee regarding the
payment of, any Federal, state, or local taxes of any kind required by law to
be withheld with respect to such amount. Unless otherwise determined by the
Committee, withholding obligations may be settled with Stock, including Stock
that is part of the award that gives rise to the withholding requirement. The
obligations of the Company under the Plan shall be conditional on such payment
or arrangements and the Company and its Subsidiaries or Affiliates shall, to
the extent permitted by law, have the right to deduct any such taxes from any
payment of any kind otherwise due to the participant.

9.       EFFECTIVE DATE OF PLAN.

         The Plan shall be effective as of the date the Plan is approved by the
Board, subject to the approval of the Plan by a majority of the votes cast by
the holders of the Company's Common Stock at the next annual or special meeting
of stockholders. Any grants made under the Plan prior to such approval shall be
effective when made (unless otherwise specified by the Committee at the time of
grant), but shall be conditioned on, and subject to, such approval of the Plan
by such stockholders.

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