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EXHIBIT 10.7

                          NETLIVE COMMUNICATIONS, INC.
                             1996 STOCK OPTION PLAN

   1. Purpose of the Plan. The Netlive Communications, Inc. 1996 Stock Option
Plan (the "Plan") is intended to advance the interests of Netlive
Communications, Inc. (the "Company") by inducing persons of outstanding ability
and potential to join and remain with the Company, by encouraging and enabling
employees to acquire proprietary interests in the Company, and by providing the
participating employees with an additional incentive to promote the success of
the Company. This is accomplished by providing for the granting of "Options"
(which term as used herein includes both "Incentive Stock Options" and
"Nonstatutory Stock Options," as later defined, to qualified employees. In
addition, the Plan also provides for the granting of "Nonstatutory Stock
Options" to all non-employee Directors of the Company, as consideration for
their services and for attending meetings of the Board of Directors, and also
provides for the granting of "Nonstatutory Stock Options" to consultants and
advisors who provide services to the Company.

     2.   Administration.  The Plan shall be administered by a committee
 (the "Committee") consisting of at least two (2) Directors chosen by the
Board of Directors, each of which is a "disinterested person", as such term is
defined in Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). Except as herein specifically provided, the
interpretation and construction by the Committee of any provision of the Plan
or of any Option granted under it shall be final and conclusive. The receipt of
Options by Directors, or any members of the Committee, shall not preclude their
vote on any matters in connection with the administration or interpretation of
the Plan, except as otherwise provided by law.

     3. Shares subject to the Plan. The stock subject to grant under the Plan
shall be shares of the Company's common stock, $.0001 par value (the "Common
Stock"), whether authorized but unissued or held in the Company's treasury or
shares purchased from stockholders expressly for use under the Plan. The
maximum number of shares of Common Stock which may be issued pursuant to
Options granted under the Plan shall not exceed eight hundred thousand
(800,000) shares, subject to adjustment in accordance with the provisions of
Section 13 hereof. The Company shall at all times while the Plan is in force
reserve such number of shares of Common Stock as will be sufficient to satisfy
the requirements of all outstanding Options granted under the Plan. In the
event any Option granted under the Plan shall expire or terminate for any
reason without having been exercised in full or shall cease for any reason to
be exercisable in whole or in part, the unpurchased shares subject thereto
shall again be available for Options under this Plan.

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     4. Stock Option Agreement. Each Option granted under the Plan shall be
authorized by the Committee and shall be evidenced by a Stock Option Agreement
which shall be executed by the Company and by the person to whom such Option is
granted. The Stock Option Agreement shall specify the number of shares of
Common Stock as to which any Option is granted, the period during which the
Option is exercisable and the option price per share thereof.

     5. Discretionary Grant Participation. The class of persons which shall be
eligible to receive discretionary grants of Options under the Plan shall be all
key employees (including officers) of either the Company or any subsidiary
corporation of the Company and consultants and advisors who provide services to
the Company or any subsidiary of the Company, other than in connection with the
offer or sale of securities in a capital raising transaction. Employees shall
be entitled to receive (i) Incentive Stock Options, as described in Section 7
hereafter and (ii) Nonstatutory Stock Options, as described in Section 8
hereafter. Consultants and advisors shall be entitled only to receive
Nonstatutory Stock Options. The Committee, in its sole discretion, but subject
to the provisions of the Plan, shall determine the employees, consultants or
advisors to whom Options shall be granted and the number of shares to be
covered by each Option taking into account the nature of the employment or
services rendered by the individuals being considered, their annual
compensation, their present and potential contributions to the success of the
Company and such other factors as the Committee may deem relevant.

     6.   Non-Employee Director Participation.
     (a) On the date any person first becomes a non-employee Director, such
person shall automatically be granted, without further action by the Committee,
an option to purchase 5,000 shares of the Company's Common Stock.

     (b) On each January 1st during the term of the Plan, non-employee
Directors of the Company then serving in such capacity, shall each be granted
an Option to purchase 5,000 shares of the Company's Common Stock.

     (c) The option price of the shares subject to the Options set forth in
Sections 6(a) and 6(b) hereof shall be the fair market value (as defined in
Section 7(f) hereafter) of the Company's Common Stock on the date such Options
are granted. All of such Options shall be Nonstatutory Stock Options, as
described in Section 8 hereafter. The Options granted pursuant to this Section
6 shall vest entirely on the date they are granted and shall be exercisable for
a period of ten (10) years.

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7. Incentive Stock Options. The Committee may grant Options under the Plan
which are intended to meet the requirements of Section 422 of the Internal
Revenue Code of 1986 (the "Code") (such an Option referred to herein as an
"Incentive Stock Option"), and which are subject to the following terms and
conditions and any other terms and conditions as may at any time be required by
Section 422 of the Code:

     (a) No Incentive Stock Option shall be granted to individuals other than
key employees of the Company or of a subsidiary corporation of the Company.

     (b) Each Incentive Stock Option under the Plan must be granted prior to
February 22, 2006, which is within ten (10) years from the date the Plan was
adopted by the Board of Directors.

     (c) The option price of the shares subject to any Incentive Stock Option
shall not be less than the fair market value of the Common Stock at the time
such Incentive Stock Option is granted; provided, however, if an Incentive
Stock Option is granted to an individual who owns, at the time the Incentive
Stock Option is granted, more than ten percent (10%) of the total combined
voting power of all classes of stock of the Company or of a subsidiary
corporation of the Company, the option price of the shares subject to the
Incentive Stock Option shall be at least one hundred ten percent (110%) of the
fair market value of the Common Stock at the time the Incentive Stock Option is
granted.

     (d) No Incentive Stock Option granted under the Plan shall be exercisable
after the expiration of ten (10) years from the date of its grant. However, if
an Incentive Stock Option is granted to an individual who owns, at the time the
Incentive Stock Option is granted, more than ten percent (10%) of the total
combined voting power of all classes of stock of the Company or of a subsidiary
corporation, of the Company, such Incentive Stock Option shall not be
exercisable after the expiration of five (5) years from the date of its grant.
Every Incentive Stock Option granted under the Plan shall be subject to earlier
termination as expressly provided in Section 11 hereof.

     (e) For purposes of determining stock ownership under this Section 7, the
attribution rules of Section 425(d) of the Code shall apply.

     (f) For purposes of the Plan, fair market value shall be determined by the
Committee and, if the Common Stock is listed on a national securities exchange
or traded on the Over-the-Counter market, the fair market value shall be the
closing price of the Common Stock on such exchange, or on the Over-the-Counter
market as reported by the National Quotation Bureau, Incorporated, as the case
may be, on the day on which the Option is granted or on the day on which a
determination of fair market value is required under the Plan, or, if there is
no trading or closing price on that day, the closing price on the most recent
day preceding the day for which such prices are available.

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     8. Nonstatutory Stock Options. The Committee may grant Options under the
Plan which are not intended to meet the requirements of Section 422 of the
Code, as well as Options which are intended to meet the requirements of Section
422 of the Code, but the terms of which provide that they will not be treated
as Incentive Stock Options (referred to herein as a "Nonstatutory Stock
Option"). Nonstatutory Stock Options which are not intended to meet these
requirements shall be subject to the following terms and conditions:

     (a) A Nonstatutory Stock Option may be granted to any person eligible to
receive an Option under the Plan pursuant to Section 5 hereof.

     (b) Persons eligible to receive Nonstatutory Stock Options pursuant to
Section 6 hereof are granted Options automatically under the Plan, without any
determination by the Committee.

     (c) Subject to the price provisions of Section 6 hereof, the option price
of the shares subject to a Nonstatutory Stock Option shall be determined by the
Committee, in its absolute discretion, at the time of the grant of the
Nonstatutory Stock Option.

     (d) Subject to the provisions of Section 6 hereof, a Nonstatutory Stock
Option granted under the Plan may be of such duration as shall be determined by
the Committee (not to exceed 10 years), and shall be subject to earlier
termination as expressly provided in Section 11 hereof.

     9. Rights of Option Holders. The holder of any Option granted under the
Plan shall have none of the rights of a stockholder with respect to the shares
covered by his Option until such shares shall be issued to him upon the
exercise of his Option.

     10. Transferability. No Option granted under the Plan shall be
transferable by the individual to whom it was granted otherwise than by Will or
the laws of decent and distribution, and, during the lifetime of such
individual, shall not be exercisable by any other person, but only by him or
her.

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    11.   Termination of Employment or Death.

         (a) If the employment of an employee by the Company or any subsidiary
of the Company shall be terminated voluntarily, either upon retirement or
otherwise, or involuntarily other than for Cause (as defined below), then his
Options shall expire upon the expiration date provided in such Options, subject
to the provisions of subparagraph (f). If an employee is terminated for Cause,
his Option shall terminate immediately upon notice of such termination of
employment. 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.
If an Incentive Stock Option is exercised after the periods specified under
Section 422A of the Code, or any successor provision, necessary for the same
to qualify as incentive stock options, such Option will thereafter be treated
as a Non-Qualified Stock Option. For purposes of this subparagraph, an
employee who leaves the employ of the Company to become an employee of a
subsidiary corporation of the Company or a corporation (or subsidiary or
parent corporation of the corporation) which has assumed the Option of the
Company as a result of a corporate reorganization, etc., shall not be
considered to have terminated his employment.

         (b) If the holder of any Options under the Plan dies (i) while 
employed by the Company or a subsidiary of the Company, or (ii) within three
(3) months after the termination of his employment or services other than 
voluntarily by the employee or for cause, then such Options may, subject to 
the provisions of subparagraph (f) of this Section 11, be exercised by the 
estate of the employee or by a person who acquired the right to exercise such
Options by bequest or inheritance or by reason of the death of such employee 
at any time within one (1) year after such death.

         (c) If the holder of any Options under the Plan ceases employment 
because of permanent and total disability (within the meaning of Section 
22(e)(3) of the Code) while employed by the Company or a subsidiary of the 
Company, then such Options may, subject to the provision of subparagraph 
(f) of this Section 11, be exercised at any time within one (1) year after 
his termination of employment due to this disability.

         (d) If the services of a non-employee Director of the Company shall 
be terminated by the Company for cause, then his Options shall expire 
forthwith. If such services shall terminate for any other reason (including 
the death or disability of a non-employee Director), he shall resign as a 
director of the Company or his term shall expire, then such Options may be 
exercised at any time within one (1) year after such termination, subject to 
the provisions of subparagraph (f) of this Section 11. In the event of the 
death of a non-employee Director, his Options may be exercised by his estate 
or by a person who acquired the right to exercise such Options by bequest or
inheritance or by reason of the death of such non-employee Director at any time
within one (1) year after such death.

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     (e) Upon the death of any consultant or advisor to the Company or any of
its subsidiaries, who is granted any Options hereunder, such Options may,
subject to the provisions of subparagraph (f) of this Section 11, be exercised
by the estate of such person or by a person who acquired the right to exercise
such Options by bequest or inheritance or by reason of the death of such person
at any time within one (1) year after such death.

     (f) An Option may not be exercised pursuant to this Section 11 except to
the extent that the holder was entitled to exercise the Option at the time of
termination of employment, termination of Directorship, or death, and in any
event may not be exercised after the expiration of the Option.

     (g) For purposes of this Section 11, the employment relationship of an
employee of the Company or of a subsidiary corporation of the Company will be
treated as continuing intact while he is on military or sick leave or other
bona fide leave of absence (such as temporary employment by the Government) if
such leave does not exceed ninety (90) days, or, if longer, so long as his
right to reemployment is guaranteed either by status or by contract.

     12.  Exercise of Options.
     (a) Unless otherwise provided in the Stock Option Agreement, any Option 
granted under the Plan shall be exercisable in whole at any time, or in part
from time to time, prior to expiration. The Committee, in its absolute 
discretion, may provide in any Stock Option Agreement that the exercise of any
Option granted under the Plan shall be subject (i) to such condition or 
conditions as it may impose, including but not limited to, a condition that 
the holder thereof remain in the employ or service of the Company or a 
subsidiary corporation of the Company for such period or periods of time from
the date of grant of the Option, as the Committee, in its absolute discretion,
shall determine; and (ii) to such limitations as it may impose, including, but
not limited to, a limitation that the aggregate fair market value of the 
Common Stock with respect to which Incentive Stock Options are exercisable for 
the first time by any employee during any calendar year (under all plans of 
the Company and its parent and subsidiary corporations) shall not exceed One
Hundred Thousand Dollars ($100,000). In addition, in the event that under any 
Stock Option Agreement the aggregate fair market value of the Common Stock 
with respect to which Incentive Stock Options are exercisable for the first 
time by any employee during any calendar year (under all plans of the Company 
and its parent and subsidiary corporations) exceeds One Hundred Thousand 
Dollars ($100,000), the Committee may, when shares are transferred upon 
exercise of such Options, designate those shares which shall be treated as 
transferred upon exercise of an Incentive Stock Option and those shares which 
shall be treated as transferred upon exercise of a Nonstatutory Stock Option.

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     (b) An Option granted under the Plan shall be exercised by the delivery by
the holder thereof to the Company at its principal office (attention of the
Secretary) of written notice of the number of shares with respect to which the
Option is being exercised. Such notice shall be accompanied by payment of the
full option price of such shares, and payment of such option price shall be
made by the holder's delivery of his check payable to the order of the Company;
provided, however, that notwithstanding the foregoing provisions of this
Section 12 or any other terms, provisions or conditions of the Plan, at the
written request of the optionee and upon approval by the Board of Directors or
the Committee, shares acquired pursuant to the exercise of any Option may be
paid for in full at the time of exercise by the surrender of shares of Common
Stock of the Company held by or for the account of the optionee at the time of
exercise to the extent permitted by subsection (c)(5) of Section 422 of the
Code and, with respect to any person who is subject to the reporting
requirements of Section 16(a) of the Exchange Act, to the extent permitted by
Section 16(b) of the Exchange Act and the Rules of the Securities and Exchange
Commission, without liability to the Company. In such case, the fair market
value of the surrendered shares shall be determined by the Committee as of the
date of exercise in the same manner as such value is determined upon the grant
of an Incentive Stock Option.

     13.  Adjustment Upon Change in Capitalization.
     (a)  In the event that the outstanding Common Stock is hereafter
changed by reason of reorganization, merger, consolidation, recapitalization,
reclassification, stock split-up, combination of shares, stock dividends or the
like, an appropriate adjustment shall be made by the Committee in the aggregate
number of shares available under the Plan and in the number of shares and 
option price per share subject to outstanding Options. If the Company shall be 
reorganized, consolidated or merged with another corporation, or if all of 
substantially all of the assets of the Company shall be sold or exchanged, the 
holder of an Option shall, at the time of issuance of the stock under such a 
corporate event, be entitled to receive upon the exercise of his Option the 
same number and kind of shares of stock or the same amount of property, cash 
or securities as he would have been entitled to receive upon the happening of
such corporate event as if he had been, immediately prior to such event, the 
holder of the number of shares covered by his Option; provided, however, that 
in such event the Committee shall have the discretionary power to take any 
action necessary or appropriate to prevent any Incentive Stock Option granted
hereunder from being disqualified as an "incentive stock option" under the 
then existing provisions of the Code or any law amendatory thereof or 
supplemental thereto.

     (b) Any adjustment in the number of shares shall apply proportionately to
only the unexercised portion of the Option granted hereunder. If fractions of a
share would result from any such adjustment, the adjustment shall be revised to
the next lower whole number of shares.

     14.  Further Conditions of Exercise.
    (a) Unless prior to the exercise of the Option the shares issuable upon
such exercise have been registered with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended (the "Securities Act"), the
notice of exercise shall be accompanied by a representation or agreement of the
individual exercising the Option to the Company to the effect that such shares
are being acquired for investment and not with a view to the resale of
distribution thereof or such other documentation as may be required by the
Company unless in the opinion of counsel to the Company such representation,
agreement or documentation is not necessary to comply with the Securities Act.

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     (b) The Company shall not be obligated to deliver any Common Stock until
it has been listed on each securities exchange on which the Common Stock may
then be listed or until there has been qualification under or compliance with 
such state or federal laws, rules or regulations as the Company may deem 
applicable. The Company shall use reasonable efforts to obtain such listing,
qualifications and compliance.

     15.  Effectiveness of the Plan.  The Plan was originally adopted and
approved by the unanimous written consent of the Board of Directors and
stockholders on February 22, 1996.

     16.  Termination, Modification and Amendment.
     (a)  The Plan (but not Options previously granted under the Plan)
shall terminate on February 22, 2006, which is within ten (10) years from the
date of its adoption by the Board of Directors, or sooner as hereinafter
provided, and no Option shall be granted after termination of the Plan.

     (b) The Plan may from time to time be terminated, modified or amended by
the affirmative vote of the holders of a majority of the outstanding shares of
capital stock of the Company present in person or by proxy at a meeting of
stockholders of the Company convened for such purpose; provided, however, that
Section 6 of the Plan may not be amended more than once every six (6) months,
other than to comply with changes in the Code, the Employee Retirement Income
Security Act, or the rules thereunder.

     (c) The Board of Directors may at any time, on or before the termination
date referred to in Section 16(a) hereof, terminate the Plan, or from time to
time make such modifications or amendments to the Plan as it may deem
advisable; provided, however, that the Board of Directors shall not, without
approval by the affirmative vote of the holders of a majority of the
outstanding shares of capital stock of the Company present in person or by
proxy at a meeting of stockholders of the Company convened for such purpose,
increase (except as provided by Section 13 hereof) the maximum number of shares
as to which Incentive Stock Options may be granted, or change the designation
of the employees or class of employees eligible to receive Options or make any
other change which would prevent any Incentive Stock Option granted hereunder
which is intended to be an "incentive stock option" from disqualifying as such
under the then existing provisions of the Code or any law amendatory thereof or
supplemental thereto.

     (d) No termination, modification or amendment of the Plan, may without the
consent of the individual to whom an Option shall have been previously granted,
adversely affect the rights conferred by such Option.

     17. Not a Contract of Employment. Nothing contained in the Plan or in any
Stock Option Agreement executed pursuant hereto shall be deemed to confer upon
any individual to whom an Option is or may be granted hereunder any right to
remain in the employ or service of the Company or a subsidiary corporation of
the Company.

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     18.  Use of Proceeds.  The proceeds from the sale of shares pursuant
to Options granted under the Plan shall constitute general funds of the
Company.

     19. Indemnification of Board of Directors or Committee. In addition to
such other rights of indemnification as they may have, the members of the Board
of Directors or the Committee, as the case may be, shall be indemnified by the
Company to the extent permitted under applicable law against all costs and
expenses reasonably incurred by them in connection with any action, suit or
proceeding to which they or any of them may be a party by reason of any action
taken or failure to act under or in connection with the Plan or any rights
granted thereunder and against all amounts paid by them in settlement thereof
or paid by them in satisfaction of a judgment of any such action, suit or
proceeding, except a judgment based upon a finding of bad faith. Upon the
institution of any such action, suit or proceeding, the member or members of
the Board of Directors or the Committee, as the case may be, shall notify the
Company in writing, giving the Company an opportunity at its own cost to defend
the same before such member or members undertake to defend the same on their
own behalf.

     20.  Definitions.  For purposes of the Plan, the terms "parent
corporation" and "subsidiary corporation" shall have the same meanings a
set forth in Sections 425(e) and 425(f) of the Code, respectively, and the
masculine shall include the feminine and the neuter as the context
requires.

     21.  Governing Law.  The Plan shall be governed by, and all questions
arising hereunder shall be determined in accordance with, the law of the
State of New York.

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