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                                                                     EXHIBIT 4.4


                                 ShareWave, Inc.

                       1996 FLEXIBLE STOCK INCENTIVE PLAN


         1. Establishment, Purpose, and Definitions.

                  (a) There is hereby adopted the 1996 Flexible Stock Incentive
Plan (the "Plan") of ShareWave, Inc., a Delaware corporation (the "COMPANY").

                  (b) The purpose of the Plan is to provide a means whereby
eligible individuals (as defined in Section 4, below) can acquire Common Stock
of the Company (the "Stock"). The Plan provides employees (including officers
and directors who are employees) of the Company and of its Affiliates (as
defined below) an opportunity to purchase shares of Stock pursuant to options
which may qualify as incentive stock options (referred to as "incentive stock
options") under Section 422 of the Internal Revenue Code of 1986, as amended
(the "Code"), and employees, officers, directors, independent contractors, and
consultants of the Company and of its Affiliates (as defined below) an
opportunity to purchase shares of Stock pursuant to options which are not
described in Sections 422 or 423 of the Code (referred to as "nonqualified stock
options"). The Plan also provides for the sale or bonus of Stock to eligible
individuals in connection with the performance of services for the Company or
its Affiliates (as defined below).

                  (c) The term "Affiliates" as used in the Plan means parent or
subsidiary corporations, as defined in Sections 424(e) and (f) of the Code (but
substituting the "Company" for "employer corporation"), including parents or
subsidiaries which become such after adoption of the Plan.

         2. Administration of the Plan.

                  (a) The Plan shall be administered by the Board of Directors
of the Company (the "Board"). The Board may delegate the responsibility for
administering the Plan to a committee, under such terms and conditions as the
Board shall determine (the "Committee"). References in this Plan to the
"Committee" shall mean the Board if the Board has not delegated responsibility
to a separate committee. Members of the Committee shall serve at the pleasure of
the Board. The Committee shall select one of its members as chairman, and shall
hold meetings at such times and places as it may determine. A majority of the
Committee shall constitute a quorum and acts of the Committee at which a quorum
is present, or acts reduced to or approved in writing by all the members of the
Committee, shall be the valid acts of the Committee.

                  (b) In the event that the Company becomes subject to the
reporting requirements of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), grants of awards under the Plan to directors or employees who
are also officers or directors of the Company shall be granted and approved in
such a manner as to permit such grants and related



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transactions under the Plan to be exempt from Section 16(b) of the Exchange Act
in accordance with Rule 16b-3 promulgated under the Exchange Act ("Rule 16b-3").
The limitations set forth in this Section 2(b) shall automatically incorporate
any additional requirements that may in the future be necessary for the Plan to
comply with Rule 16b-3.

                  (c) The Committee shall determine which eligible individuals
(as defined in Section 4, below) shall be granted options under the Plan, the
timing of such grants, the terms thereof (including any restrictions on the
Stock), and the number of shares subject to such options.

                  (d) The Committee may amend the terms of any outstanding
option granted under this Plan, but any amendment which would adversely affect
the participant's rights under an outstanding option shall not be made without
the participant's written consent. The Committee may, with the participant's
written consent, cancel any outstanding stock option or accept any outstanding
stock option in exchange for a new option.

                  (e) The Committee shall also determine which eligible
individuals (as defined in Section 4, below) shall be issued Stock under the
Plan, the timing of such grants, the terms thereof (including any restrictions),
and the number of shares to be granted. The Stock shall be issued for such
consideration (if any) as the Committee deems appropriate. Stock issued subject
to restrictions shall be evidenced by a written agreement (the "Restricted Stock
Purchase Agreement" or "Restricted Stock Bonus Agreement"). The Committee may
amend any Restricted Stock Purchase Agreement or Restricted Stock Bonus
Agreement, but any amendment which would adversely affect the stockholder's
rights to the Stock shall not be made without his or her written consent.

                  (f) The Committee shall have the sole authority, in its
absolute discretion to adopt, amend, and rescind such rules and regulations as,
in its opinion, may be advisable for the administration of the Plan, to construe
and interpret the Plan, the rules and the regulations, and the instruments
evidencing options or Stock granted under the Plan and to make all other
determinations deemed necessary or advisable for the administration of the Plan.
All decisions, determinations, and interpretations of the Committee shall be
binding on all participants.

                  (g) Without limitation of the foregoing, the Committee shall
have the right, with the participant's consent, to accelerate the exercise date
of any options issued pursuant to the Plan or terminate the restrictions
applicable to any stock issued pursuant to the Plan.

         3. Stock Subject to the Plan.

                  (a) An aggregate of not more than 582,500 shares of Stock
shall be available for the grant of stock options or the issuance of Stock under
the Plan. If an option is surrendered (except surrender for shares of Stock) or
for any other reason ceases to be exercisable in whole or in part, the shares
which were subject to such option but as to which the option had not been
exercised shall continue to be available under the Plan. Any Stock which is



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retained by the Company upon exercise of an option in order to satisfy the
exercise price for such option or any withholding taxes due with respect to such
option exercise shall be treated as issued to the participant and will
thereafter not be available under the Plan.

                  (b) If there is any change in the Stock subject to the Plan, a
Stock Option Agreement, a Restricted Stock Purchase Agreement, or a Restricted
Stock Bonus Agreement through merger, consolidation, reorganization,
recapitalization, reincorporation, stock split, stock dividend, or other change
in the capital structure of the Company, appropriate adjustments shall be made
by the Committee in order to preserve but not to increase the benefits to the
individual, including adjustments to the aggregate number, kind and price per
share of shares subject to the Plan, a Stock Option Agreement, a Restricted
Stock Purchase Agreement or a Restricted Stock Bonus Agreement.

         4. Eligible Individuals. Individuals who shall be eligible to have
granted to them the options, or Stock provided for by the Plan shall be such
employees, officers, directors, independent contractors and consultants of the
Company or an Affiliate as the Committee, in its discretion, shall designate
from time to time. Notwithstanding the foregoing, only employees of the Company
or an Affiliate (including officers and directors who are bona fide employees)
shall be eligible to receive incentive stock options.

         5. The Option Price. The exercise price of the Stock covered by each
incentive stock option shall be not less than the per share fair market value of
such Stock on the date the option is granted. The exercise price of the Stock
covered by each nonqualified stock option shall be as determined by the
Committee and shall be not less than 85% of the per share fair market value of
such Stock on the date the option is granted. Notwithstanding the foregoing, in
the case of an stock option granted to a person possessing more than 10% of the
combined voting power of the Company or an Affiliate, the exercise price shall
be not less than 110% of the fair market value of the Stock on the date the
option is granted. The exercise price of an option shall be subject to
adjustment to the extent provided in Section 3(b), above.

         6. Terms and Conditions of Options.

                  (a) Each option granted pursuant to the Plan will be evidenced
by a written stock option agreement (the "Stock Option Agreement") executed by
the Company and the person to whom such option is granted.

                  (b) The Committee shall determine the term of each option
granted under the Plan; provided, however, that the term of an incentive stock
option shall not be for more than 10 years and that, in the case of an incentive
stock option granted to a person possessing more than 10% of the combined voting
power of the Company or an Affiliate, the term shall be for no more than five
years.

                  (c) In the case of incentive stock options, the aggregate fair
market value (determined as of the time such option is granted) of the Stock
with respect to which incentive stock options are exercisable for the first time
by an eligible employee in any calendar



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year (under this Plan and any other plans of the Company or its Affiliates)
shall not exceed $100,000.

                  (d) The Stock Option Agreement may contain such other terms,
provisions and conditions consistent with this Plan as may be determined by the
Committee. If an option, or any part thereof is intended to qualify as an
incentive stock option, the Stock Option Agreement shall contain those terms and
conditions which are necessary to so qualify it. Notwithstanding the foregoing,
no option granted under the Plan may vest at less than the rate required by
California Department of Corporations rules as in effect on the date of grant.

         7. Terms and Conditions of Stock Purchases and Bonuses.

                  (a) Each sale or grant of stock pursuant to the Plan will be
evidenced by a written Restricted Stock Purchase Agreement or Restricted Stock
Bonus Agreement executed by the Company and the person to whom such stock is
sold or granted.

                  (b) The Restricted Stock Purchase Agreement or Restricted
Stock Bonus Agreement may contain such other terms, provisions and conditions
consistent with this Plan as may be determined by the Committee, including not
by way of limitation, restrictions on transfer, forfeiture provisions,
repurchase provisions and vesting provisions. Notwithstanding the foregoing, no
restricted stock purchase or restricted stock bonus granted under the Plan may
vest at less than the rate required by the California Department of Corporations
rules as in effect on the date of grant.

                  (c) The purchase price of Stock sold hereunder pursuant to a
Restricted Stock Purchase Agreement shall be the price determined by the
Committee on the date the right to purchase Stock is granted; provided, however
that (i) such price shall not be less than 85% of the per share fair market
value of such Stock on the date the right to purchase Stock is granted and (ii)
in the case of any person possessing more than 10% of the total combined voting
power of all classes of stock of the Company or an Affiliate, such price shall
be not less than 100% of the per share fair market value of such Stock at the
time the right to purchase Stock is granted, or at the time the purchase is
consummated.

         8. Use of Proceeds. Cash proceeds realized from the sale of Stock under
the Plan shall constitute general funds of the Company.

         9. Amendment, Suspension, or Termination of the Plan.

                  (a) The Board may at any time amend, suspend or terminate the
Plan as it deems advisable; provided that such amendment, suspension or
termination complies with all applicable requirements of state and federal law,
including any applicable requirement that the Plan or an amendment to the Plan
be approved by the Company's stockholders, and provided further that, except as
provided in Section 3(b), above, the Board shall in no event amend the Plan in
the following respects without the consent of stockholders then sufficient to
approve the Plan in the first instance:



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                           (i) To increase the maximum number of shares subject
         to incentive stock options issued under the Plan; or

                           (ii) To change the designation or class of persons
         eligible to receive incentive stock options under the Plan.

                  (b) No option may be granted nor any Stock issued under the
Plan during any suspension or after the termination of the Plan, and no
amendment, suspension or termination of the Plan shall, without the affected
individual's consent, alter or impair any rights or obligations under any option
previously granted under the Plan. The Plan shall terminate on January 13, 2007
unless previously terminated by the Board pursuant to this Section 9.

         10. Assignability. Each option granted pursuant to this Plan shall,
during participant's lifetime, be exercisable only by participant, and neither
the option nor any right hereunder shall be transferable by participant by
operation of law or otherwise other than by will or the laws of descent and
distribution. Stock subject to a Restricted Stock Purchase Agreement or a
Restricted Stock Bonus Agreement shall be transferable only as provided in such
Agreement.

         11. Payment Upon Exercise of Options.

                  (a) Payment of the purchase price upon exercise of any option
granted under this Plan shall be made in cash, certified check or wire transfer;
provided, however, that the Committee, in its sole discretion, may permit a
participant to pay the option price in whole or in part (i) with shares of Stock
owned by the participant; (ii) by delivery on a form prescribed by the Committee
of an irrevocable direction to a securities broker approved by the Committee to
sell shares and deliver all or a portion of the proceeds to the Company in
payment for the Stock; (iii) by delivery of the participant's promissory note
with such recourse, interest, security, and redemption provisions as the
Committee in its discretion determines appropriate; or (iv) in any combination
of the foregoing. Any Stock used to exercise options shall be valued at its fair
market value on the date of the exercise of the option. In addition, the
Committee, in its sole discretion, may authorize the surrender by a participant
of all or part of an unexercised option and authorize a payment in consideration
thereof of an amount equal to the difference between the aggregate fair market
value of the Stock subject to such option and the aggregate option price of such
Stock. In the Committee's discretion, such payment may be made in cash, shares
of Stock with a fair market value on the date of surrender equal to the payment
amount, or some combination thereof.

                  (b) In the event that the exercise price is satisfied by the
Committee retaining from the shares of Stock otherwise to be issued to
participant shares of Stock having a value equal to the exercise price, the
Committee may, in its sole discretion, issue participant an additional option,
entitling participant to purchase additional Stock in an amount equal to the
number of shares so retained.



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         12. Corporate Transactions.

                  (a) Definition. For purposes of this Section 12, a "Corporate
Transaction" shall include any of the following stockholder-approved
transactions to which the Company is a party:

                           (i) a merger or consolidation in which the Company is
not the surviving entity, except for (1) a transaction the principal purpose of
which is to change the state of the Company's incorporation, or (2) a
transaction in which the Company's stockholders immediately prior to such merger
or consolidation hold (by virtue of securities received in exchange for their
shares in the Company) securities of the surviving entity representing more than
fifty percent (50%) of the total voting power of such surviving entity
immediately after such transaction;

                           (ii) the sale, transfer or other disposition of all
or substantially all of the assets of the Company unless the Company's
stockholders immediately prior to such sale, transfer or other disposition hold
(by virtue of securities received in exchange for their shares in the Company)
securities of the purchaser or other transferee representing more than fifty
percent (50%) of the total voting power of such entity immediately after such
transaction; or

                           (iii) any merger in which the Company is the
surviving entity but in which the Company's stockholders immediately prior to
such merger do not hold (by virtue of their shares in the Company held
immediately prior to such transaction) securities of the surviving entity (by
virtue of their shares in the Company held immediately prior to such
transaction) representing more than fifty percent (50%) of the total voting
power of the surviving entity immediately after such transaction.

                  (b) Effect. In the event of any Corporate Transaction all
outstanding unexercised options under the Plan to the extent they are not
assumed by the successor corporation or its parent company shall terminate upon
the effective date of the Corporate Transaction; provided, however, that if all
outstanding unexercised options under the Plan are not assumed by the successor
corporation or its parent company, all outstanding options shall vest in their
entirety and become exercisable immediately prior to the specified effective
date of the Corporate Transaction. For purposes of this Plan, options shall be
deemed assumed in a Corporate Transaction if (i) the successor corporation or
its parent company assumes the Company's obligations under the Plan and replaces
outstanding options under the Plan with options providing substantially equal
value and having substantially equivalent provisions as the options granted
pursuant to this Plan; or (ii) the Company or its outstanding securities are
acquired for cash consideration and the successor corporation or its parent
company agrees to pay to each holder of outstanding options as such options
would otherwise have become exercisable, the cash consideration per share for
shares of the Company's Common Stock otherwise payable pursuant to such
Corporate Transaction, less the exercise price per share of such options.



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         13. Withholding Taxes.

                  (a) No Stock shall be granted or sold under the Plan to any
participant, until the participant has made arrangements acceptable to the
Committee for the satisfaction of federal, state, and local income and social
security tax withholding obligations, including without limitation obligations
incident to the receipt of Stock under the Plan, the lapsing of restrictions
applicable to such Stock, the failure to satisfy the conditions for treatment as
incentive stock options under applicable tax law, or the receipt of cash
payments. Upon exercise of a stock option or lapsing or restriction on Stock
issued under the Plan, the Company may satisfy its withholding obligations by
withholding from the participant or requiring the participant to surrender
shares of the Company's Stock sufficient to satisfy federal, state, and local
income and social security tax withholding obligations.

                  (b) In the event that such withholding is satisfied by the
Company or the participant's employer retaining from the shares of Stock
otherwise to be issued to participant shares of Stock having a value equal to
such withholding tax, the Committee may, in its sole discretion, issue
participant an additional option, entitling participant to purchase additional
Stock in an amount equal to the number of shares so retained.

         14. Restrictions on Transfer of Shares. The Stock acquired pursuant to
the Plan shall be subject to such restrictions and agreements regarding sale,
assignment, encumbrances or other transfer as are in effect among the
stockholders of the Company at the time such Stock is acquired, as well as to
such other restrictions as the Committee shall deem advisable.

         15. Stockholder Approval. This Plan shall only become effective with
regard to incentive stock options upon its approval by a majority of the
stockholders within 12 months of the Board's adoption of the Plan. The Committee
may grant incentive stock options under the Plan prior to such approval by the
stockholders, but until stockholder approval of the Plan is obtained, no
incentive stock option shall be exercisable. Any nonqualified stock option that
is exercised before stockholder approval is obtained must be rescinded if
stockholder approval is not obtained within 12 months before or after the Plan
is adopted.

         16. Information to Plan Participants. The Company shall provide, at
least annually, to each Plan participant, during any period for which said
participant has one or more options or shares acquired pursuant to the Plan
outstanding, copies of financial statements of the Company issued during said
period.



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                                 ShareWave, Inc.

                        INCENTIVE STOCK OPTION AGREEMENT

         This Agreement is made as of [Grant Date] between ShareWave, Inc., a
Delaware corporation (the "Company") and [Employee Name] ("Optionee").

                                    RECITALS:

         WHEREAS, the Company has adopted the 1996 Flexible Stock Incentive Plan
(the "Plan"), which Plan is incorporated in this Agreement by reference and made
a part of it; and

         WHEREAS, the Company regards Optionee as a valuable employee of the
Company, and has determined that it would be to the advantage and in the
interests of the Company and its stockholders to grant the options provided for
in this Agreement to Optionee as an inducement to remain in the service of the
Company (as defined in the Plan) and as an incentive for increased efforts
during such service;

         NOW, THEREFORE, in consideration of the mutual covenants hereinafter
set forth, the parties to this Agreement hereby agree as follows:

         1. Option Grant. The Company hereby grants to Optionee the right and
option to purchase from the Company on the terms and conditions hereinafter set
forth, all or any part of an aggregate of [Number Of Shares] shares of the
Common Stock of the Company (the "Stock"). This option is intended to satisfy
the requirements of Section 422 of the Internal Revenue Code of 1986, as amended
(the "Code") and qualify as an incentive stock option.

         2. Option Price. The purchase price of the Stock subject to this option
shall be [Price Per Share] per share, which price is not less than the per share
fair market value of such Stock as of [Grant Date] (the "Grant Date") as
determined by the Board of Directors of the Company or a committee designated by
it (the "Committee"), or, if Optionee possesses more than ten percent of the
combined voting power of the Company or any of its Affiliates, not less than 110
percent of the per share fair market value of the Stock as of the Grant Date as
determined by the Committee. The term "Option Price" as used in this Agreement
refers to the purchase price of the Stock subject to this option.

         3. Option Period. This option shall be exercisable only during the
Option Period, and during such Option Period, the exercisability of the option
shall be subject to the limitations of Section 4 and the vesting provisions of
Section 5. The Option Period shall commence on the Grant Date and except as
provided in Section 4, shall terminate (the "Termination Date") ten years from
the Grant Date; provided, however, that the Option Period for a person
possessing more than ten percent of the combined voting power of the Company or
an Affiliate shall terminate five years from the Grant Date.

         4. Limits on Option Period. The Option Period may end before the
Termination Date, as follows:

                  (a) Termination of Employment. If Optionee ceases to be a bona
fide employee of the Company or an Affiliate for any reason other than
disability (within the meaning of subsections (c) and (d)) or death during the
Option Period, the Option Period shall terminate three months after the date of
such cessation of employment or on the Termination Date, whichever shall first
occur, and the option shall be exercisable only to the extent exercisable under
Section 5 on the date of Optionee's cessation of employment.



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                  (b) Death. If Optionee dies while in the employ of the Company
or any of its Affiliates, the Option Period shall end one year after the date of
death or on the Termination Date, whichever shall first occur, and Optionee's
executor or administrator or the person or persons to whom Optionee's rights
under this option shall pass by will or by the applicable laws of descent and
distribution may exercise this option only to the extent exercisable under
Section 5 on the date of Optionee's death.

                  (c) Disability. If Optionee's employment is terminated by
reason of disability, the Option Period shall end one year after the date of
Optionee's cessation of employment or on the Termination Date, whichever shall
first occur, and the option shall be exercisable only to the extent exercisable
under Section 5 on the date of Optionee's cessation of employment. OPTIONEE
UNDERSTANDS THAT EXERCISE OF THE OPTION, IF OPTIONEE'S EMPLOYMENT IS TERMINATED
BY REASON OF DISABILITY THAT IS NOT DEEMED TOTAL AND PERMANENT DISABILITY WITHIN
THE MEANING OF SECTION 22(e)(3) OF THE CODE, MORE THAN 90 DAYS AFTER TERMINATION
WILL RESULT IN THE DISQUALIFICATION OF THIS OPTION AS AN INCENTIVE STOCK OPTION
FOR TAX PURPOSES.

                  (d) Leave of Absence. If Optionee is on a leave of absence
from the Company or an Affiliate because of his disability, or for the purpose
of serving the government of the country in which the principal place of
employment of Optionee is located, either in a military or civilian capacity, or
for such other purpose or reason as the Committee may approve, Optionee shall
not be deemed during the period of such absence, by virtue of such absence
alone, to have terminated employment with the Company or an Affiliate except as
the Committee may otherwise expressly provide.

         5. Vesting of Right to Exercise Options. Subject to other limitations
contained in this Agreement, the Optionee shall have the right to exercise the
option such that the options are fully exercisable four (4) years from
[Vesting Date] as follows:

                  (i) As to 25% of the number of shares covered by this
Agreement on [Quarterly Vesting Date];

                  (ii) As to 1/12th of the remaining number of shares covered by
this Agreement quarterly, on the 1st day of each succeeding three month period
thereafter until the option is fully exercisable.

     Any portion of the option that is not exercised shall accumulate and may be
exercised at any time during the Option Period prior to the Termination Date. No
partial exercise of this option may be for less than 5 percent of the total
number of shares then available under this option. In no event shall the Company
be required to issue fractional shares. Notwithstanding the foregoing, the
aggregate fair market value (determined as of the time such option is granted)
of the Stock with respect to which incentive stock options are exercisable for
the first time in any calendar year (under the Plan and any other incentive
stock option plans of the Company or its Affiliates) shall not exceed $100,000.

         6. Method of Exercise. Optionee may exercise the option with respect to
all or any part of the shares of Stock then subject to such exercise as follows:

                  (a) Delivery of Written Notice and Option Price. By giving the
Company written notice of such exercise, specifying the number of such shares as
to which this option is exercised. Such notice shall be accompanied by an amount
equal to the Option Price of such shares, in the form of any one or combination
of the following: (i) cash, a certified check, or wire transfer payable to the
order of the Company in lawful money of the United States; (ii) by delivery on a
form prescribed by the Committee of an irrevocable direction to a securities
broker approved by the Committee to sell shares and deliver all or a portion of
the proceeds to the Company in payment for the Stock; (iii) shares of Stock
valued on the date of exercise at fair market value; or (iv) if authorized for
Optionee by the Committee, notes. The shares of




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Stock shall be valued in accordance with procedures established by the
Committee. Any note used to exercise this option shall be a full recourse,
interest-bearing obligation containing such terms as the Committee shall
determine. If a note is used, the Optionee agrees to execute such further
documents as the Committee may deem necessary or appropriate in connection with
issuing the note, perfecting a security interest in the Stock purchased with the
note, and any related terms or conditions that the Committee may propose. Such
further documents may include, not by way of limitation, a security agreement,
an escrow agreement, a voting trust agreement and an assignment separate from
certificate.

                  (b) Execution of Agreements. Optionee (and Optionee's spouse,
if any) shall be required, as a condition precedent to acquiring Stock through
exercise of the option, to execute one or more agreements relating to
obligations in connection with ownership of the Stock or restrictions on
transfer of the Stock no less restrictive than the obligations and restrictions
to which the other stockholders of the Company are subject at the time of such
exercise.

                  (c) Investment Representations. If required by the Committee,
Optionee shall give the Company satisfactory assurance in writing, signed by
Optionee or his legal representative, as the case may be, that such shares are
being purchased for investment and not with a view to the distribution thereof,
provided that such assurance shall be deemed inapplicable to (1) any sale of
such shares by such Optionee made in accordance with the terms of a registration
statement covering such sale, which may hereafter be filed and become effective
under the Securities Act of 1933, as amended (the "Securities Act"), and with
respect to which no stop order suspending the effectiveness thereof has been
issued, and (2) any other sale of such shares with respect to which in the
opinion of counsel for the Company, such assurance is not required to be given
in order to comply with the provisions of the Securities Act.

                  (d) Delivery of Certificates. As soon as practicable after
receipt of the notice required in Section 6(a) and satisfaction of the
conditions set forth in Sections 6(b) and 6(c), the Company shall, without
transfer or issue tax and without other incidental expense to Optionee, deliver
to Optionee at the office of the Company, at 5175 Hillsdale Circle, El Dorado
Hills, California 95762, or such other place as may be mutually acceptable to
the Company and Optionee, a certificate or certificates of such shares of Stock;
provided, however, that the time of such delivery may be postponed by the
Company for such period as may be required for it with reasonable diligence to
comply with applicable registration requirements under the Securities Act, the
Securities Exchange Act of 1934, as amended, any applicable listing requirements
of any national securities exchange, and requirements under any other law or
regulation applicable to the issuance or transfer of such shares.

         7. Corporate Transactions.

                  (a) Definition. For purposes of this Section 7, a "Corporate
Transaction" shall include any of the following stockholder-approved
transactions to which the Company is a party:

                  (i) a merger or consolidation in which the Company is not the
surviving entity, except for (1) a transaction the principal purpose of which is
to change the state of the Company's incorporation, or (2) a transaction in
which the Company's stockholders immediately prior to such merger or
consolidation hold (by virtue of securities received in exchange for their
shares in the Company) securities of the surviving entity representing more than
fifty percent (50%) of the total voting power of such surviving entity
immediately after such transaction;

                  (ii) the sale, transfer or other disposition of all or
substantially all of the assets of the Company unless the Company's stockholders
immediately prior to such sale, transfer or other disposition hold (by virtue of
securities received in exchange




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for their shares in the Company) securities of the purchaser or other transferee
representing more than fifty percent (50%) of the total voting power of such
entity immediately after such transaction; or

                  (iii) any merger in which the Company is the surviving entity
but in which the Company's stockholders immediately prior to such merger do not
hold (by virtue of their shares in the Company held immediately prior to such
transaction) securities of the surviving entity (by virtue of their shares in
the Company held immediately prior to such transaction) representing more than
fifty percent (50%) of the total voting power of the surviving entity
immediately after such transaction.

                  (b) Effect. In the event of any Corporate Transaction all
outstanding unexercised options under this Agreement to the extent they are not
assumed by the successor corporation or its parent company shall terminate upon
the effective date of the Corporate Transaction; provided, however, that if all
outstanding unexercised options under the Plan are not assumed by the successor
corporation or its parent company, all outstanding options under this Agreement
shall vest in their entirety and become exercisable immediately prior to the
specified effective date of the Corporate Transaction. For purposes of this
Agreement, options shall be deemed assumed in a Corporate Transaction if (i) the
successor corporation or its parent company assumes the Company's obligations
under the Plan and replaces outstanding options under the Plan with options
providing substantially equal value and having substantially equivalent
provisions as the options granted pursuant to the Plan; or (ii) the Company or
its outstanding securities are acquired for cash consideration and the successor
corporation or its parent company agrees to pay to each holder of outstanding
options as such options would otherwise have become exercisable, the cash
consideration per share for shares of the Company's Common Stock otherwise
payable pursuant to such Corporate Transaction, less the exercise price per
share of such options.

         8. Adjustments for Changes in Stock. If there should be any change in a
class of Stock subject to this option, through merger, consolidation,
reorganization, recapitalization, reincorporation, stock split, stock dividend
or other change in the capital structure of the Company (except for a Corporate
Transaction described in Section 7), the Company shall make appropriate
adjustments in order to preserve, but not to increase, the benefits to Optionee,
including adjustments in the number of shares of such Stock subject to this
option and in the price per share. Any adjustment made pursuant to this Section
8 as a consequence of a change in the capital structure of the Company shall not
entitle Optionee to acquire a number of shares of such Stock of the Company or
shares of stock of any successor company greater than the number of shares
Optionee would receive if, prior to such change, Optionee had actually held a
number of shares of such Stock equal to the number of shares then subject to
this option.

         9. Limitations on Transfer of Option. This option shall, during
Optionee's lifetime, be exercisable only by Optionee, and neither this option
nor any right hereunder shall be transferable by Optionee by operation of law or
otherwise other than by will or the laws of descent and distribution. In the
event of any attempt by Optionee to alienate, assign, pledge, hypothecate, or
otherwise dispose of this option or of any right hereunder, except as provided
for in this Agreement, or in the event of the levy of any attachment, execution,
or similar process upon the rights or interest hereby conferred, the Company at
its election may terminate this option by notice to Optionee and this option
shall thereupon become null and void.

         10. No Stockholder Rights. Neither Optionee nor any person entitled to
exercise Optionee's rights in the event of his death shall have any of the
rights of a stockholder with respect to the shares of Stock subject to this
option except to the extent the certificates for such shares shall have been
issued upon the exercise of this option.



                                       4
<PAGE>   12

         11. NO EFFECT ON TERMS OF EMPLOYMENT. SUBJECT TO THE TERMS OF ANY
WRITTEN EMPLOYMENT CONTRACT TO THE CONTRARY, THE COMPANY (OR ITS AFFILIATE
WHICH EMPLOYS OPTIONEE) SHALL HAVE THE RIGHT TO TERMINATE OR CHANGE THE TERMS OF
EMPLOYMENT OF OPTIONEE AT ANY TIME AND FOR ANY REASON WHATSOEVER, WITH OR
WITHOUT CAUSE.

         12. Notice. Any notice required to be given under the terms of this
Agreement shall be addressed to the Company in care of its Secretary at the
Office of the Company at 5175 Hillsdale Circle, El Dorado Hills, California
95762, and any notice to be given to Optionee shall be addressed to him at the
address given by him beneath his signature to this Agreement, or such other
address as either party to this Agreement may hereafter designate in writing to
the other. Any such notice shall be deemed to have been duly given when enclosed
in a properly sealed envelope or wrapper addressed as aforesaid, express or
certified and deposited (postage or certification fee prepaid) in a post office
or branch post office regularly maintained by the United States.

         13. Lock-Up Agreement.

                  (a) Agreement. Optionee, if requested by the Company and the
lead underwriter of any public offering of the Common Stock or other securities
of the Company (the "Lead Underwriter"), hereby irrevocably agrees not to sell,
contract to sell, grant any option to purchase, transfer the economic risk of
ownership in, make any short sale of, pledge or otherwise transfer or dispose of
any interest in any Common Stock or any securities convertible into or
exchangeable or exercisable for or any other rights to purchase or acquire
Common Stock (except Common Stock included in such public offering or acquired
on the public market after such offering) during the 180-day period following
the effective date of a registration statement of the Company filed under the
Securities Act, or such shorter period of time as the Lead Underwriter shall
specify. Optionee further agrees to sign such documents as may be requested by
the Lead Underwriter to effect the foregoing and agrees that the Company may
impose stop-transfer instructions with respect to such Common Stock until the
end of such period. The Company and Optionee acknowledge that each Lead
Underwriter of a public offering of the Company's stock, during the period of
such offering and for the 180-day period thereafter, is an intended beneficiary
of this Section 13.

                  (b) Permitted Transfers. Notwithstanding the foregoing,
Section 13(a) shall not prohibit Optionee from transferring any shares of Common
Stock or securities convertible into or exchangeable or exercisable for the
Company's Common Stock either during Optionee's lifetime or on death by will or
intestacy to Optionee's immediate family or to a trust the beneficiaries of
which are exclusively Optionee and/or a member or members of Optionee's
immediate family; provided, however, that prior to any such transfer, each
transferee shall execute an agreement pursuant to which each transferee shall
agree to receive and hold such securities subject to the provisions of Section
13 hereof. For the purposes of this Section, the term "immediate family" shall
mean spouse, lineal descendant, father, mother, brother or sister of the
transferor.

                  (c) No Amendment Without Consent of Underwriter. During the
period from identification as a Lead Underwriter in connection with any public
offering of the Company's Common Stock until the earlier of (i) the expiration
of the lock-up period specified in Section 13(a) in connection with such
offering or (ii) the abandonment of such offering by the Company and the Lead
Underwriter, the provisions of Section 13 may not be amended or waived except
with the consent of the Lead Underwriter.

         14. Committee Decisions Conclusive. All decisions of the Committee upon
any question arising under the Plan or under this Agreement shall be conclusive.

         15. Successors. This Agreement shall be binding upon and inure to the
benefit of any successor or successors of the Company. Where the context
permits, "Optionee" as used in this




                                       5
<PAGE>   13

Agreement shall include Optionee's executor, administrator or other legal
representative or the person or persons to whom Optionee's rights pass by will
or the applicable laws of descent and distribution.

         16. Early Dispositions.

                  (a) Loss of ISO Treatment. OPTIONEE UNDERSTANDS THAT ANY
DISPOSITION OF ANY SHARES ACQUIRED BY EXERCISE OF THIS OPTION OCCURRING WITHIN
TWO (2) YEARS FROM THE GRANT DATE OR WITHIN ONE (1) YEAR FROM THE DATE OPTIONEE
PURCHASED SUCH SHARES BY EXERCISE OF THIS OPTION MAY HAVE ADVERSE TAX
CONSEQUENCES. UNDER SUCH CIRCUMSTANCES, OPTIONEE IS ADVISED TO CONSULT A TAX
ADVISOR.

                  (b) Notification Requirement. Optionee agrees, as partial
consideration for the designation of this option as an incentive stock option
under Section 422 of the Code, to notify the Company in writing within thirty
(30) days of any disposition of any shares acquired by exercise of this option
if such disposition occurs within two (2) years from the Grant Date or within
one (1) year from the date Optionee purchased such shares by exercise of this
option. If the Company is required to withhold an amount for the purpose of
income and employment taxes as a result of an early disposition, Optionee
acknowledges that it will be required to satisfy the amount of such withholding
in a manner that the Company prescribes.

         17. Restrictive Legends. All certificates for shares of the Stock shall
bear the following legends, in addition to any other legends required by
applicable state securities law and securities commissioners:

    "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR
         INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR
         DISTRIBUTION THEREOF. 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 COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED."

    "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF,
         AND ARE SUBJECT TO A RIGHT OF FIRST REFUSAL OPTION IN FAVOR OF THE
         COMPANY, AS PROVIDED IN THE COMPANY'S BYLAWS, A COPY OF WHICH IS
         AVAILABLE FROM THE COMPANY."

    "THE SHARES EVIDENCED BY THIS CERTIFICATE WERE ISSUED BY THE CORPORATION TO
         THE REGISTERED HOLDER UPON EXERCISE OF AN INCENTIVE STOCK OPTION AS
         DEFINED IN SECTION 422 OF THE INTERNAL REVENUE CODE OF 1986, AS
         AMENDED. THE TRANSFER AGENT FOR THE SHARES EVIDENCED HEREBY SHALL
         NOTIFY THE CORPORATION IMMEDIATELY OF ANY TRANSFER OF THE SHARES BY THE
         REGISTERED HOLDER HEREOF. THE REGISTERED HOLDER SHALL HOLD ALL SHARES
         PURCHASED UNDER THE OPTION IN THE REGISTERED HOLDER'S NAME (AND NOT IN
         THE NAME OF ANY NOMINEE) PRIOR TO THIS DATE."

         18. California Law. The interpretation, performance and enforcement of
this Agreement shall be governed by the laws of the State of California.

         19. Copy of Plan. Optionee hereby acknowledges receipt of a copy of the
Plan.



                                       6
<PAGE>   14

         IN WITNESS WHEREOF, the Company and Optionee have executed this
Agreement as of the day and year first above written.

ShareWave, Inc.                                OPTIONEE


By
  ----------------------------                 ---------------------------------
Its
   ---------------------------[Employee Name]
                              [Field Code]

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

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



                                       7
<PAGE>   15

                                  ATTACHMENT A

                                CONSENT OF SPOUSE

         I, __________________, spouse of [Employee Name], have read and
approved the foregoing Agreement. In consideration of granting of the right of
my spouse to purchase shares of ShareWave, Inc., as set forth in the Agreement,
I hereby appoint my spouse as my attorney-in-fact with respect to the exercise
of any rights of the Agreement insofar as I may have any rights under such
community property laws of the State of California or similar laws relating to
marital property in effect in the state of our residence as of the date of the
signing of the foregoing Agreement.



Dated:
       --------------------------                 ------------------------------






                                       8
<PAGE>   16

                                 ShareWave, Inc.

                       NONQUALIFIED STOCK OPTION AGREEMENT

This Agreement is made as of ____________________, 1997 between ShareWave, Inc.,
a Delaware corporation (the "Company") and __________________________________
("Optionee").

                                    RECITALS:

         WHEREAS, the Company has adopted the 1996 Flexible Stock Incentive Plan
(the "Plan"), which Plan is incorporated in this Agreement by reference and made
a part of it; and

         WHEREAS, the Company regards Optionee as a valuable employee of the
Company, and has determined that it would be to the advantage and in the
interests of the Company and its s to grant the options provided for in this
Agreement to Optionee as an inducement to remain in the service of the Company
(as defined in the Plan) and as an incentive for increased efforts during such
service;

         NOW, THEREFORE, in consideration of the mutual covenants hereinafter
set forth, the parties to this Agreement hereby agree as follows:

         1. Option Grant. The Company hereby grants to Optionee the right and
option to purchase from the Company on the terms and conditions hereinafter set
forth, all or any part of an aggregate of ____________ shares of the Common
Stock of the Company (the "Stock"). This option is not intended to satisfy the
requirements of Section 422 of the Internal Revenue Code of 1986, as amended
(the "Code") nor to qualify as an incentive stock option.

         2. Option Price. The purchase price of the Stock subject to this option
shall be $__________ per share, which price is not less than eighty five percent
of the per share fair market value of such Stock as of _____________ (the "Grant
Date") as determined by the Board of Directors of the Company or a committee
designated by it (the "Committee"), or, if Optionee possesses more than ten
percent of the combined voting power of the Company or any of its Affiliates,
not less than 110 percent of the per share fair market value of the Stock as of
the Grant Date as determined by the Committee. The term "Option Price" as used
in this Agreement refers to the purchase price of the Stock subject to this
option.

         3. Option Period. This option shall be exercisable only during the
Option Period, and during such Option Period, the exercisability of the option
shall be subject to the limitations of Section 4 and the vesting provisions of
Section 5. The Option Period shall commence on the Grant Date and except as
provided in Section 4, shall terminate (the "Termination Date") ten years from
the Grant Date.



                                       1
<PAGE>   17

         4. Limits on Option Period. The Option Period may end before the
Termination Date, as follows:

                  (a) Termination of Employment. If Optionee ceases to be a bona
fide employee of the Company or an Affiliate for any reason other than
disability (within the meaning of subsection (c)) or death during the Option
Period, the Option Period shall terminate three months after the date of such
cessation of employment or on the Termination Date, whichever shall first occur,
and the option shall be exercisable only to the extent exercisable under Section
5 on the date of Optionee's cessation of employment.

                  (b) Death. If Optionee dies while in the employ of the Company
or any of its Affiliates, the Option Period shall end one year after the date of
death or on the Termination Date, whichever shall first occur, and Optionee's
executor or administrator or the person or persons to whom Optionee's rights
under this option shall pass by will or by the applicable laws of descent and
distribution may exercise this option only to the extent exercisable under
Section 5 on the date of Optionee's death.

                  (c) Disability. If Optionee's employment is terminated by
reason of disability, the Option Period shall end one year after the date of
Optionee's cessation of employment or on the Termination Date, whichever shall
first occur, and the option shall be exercisable only to the extent exercisable
under Section 5 on the date of Optionee's cessation of employment.

                  (d) Leave of Absence. If Optionee is on a leave of absence
from the Company or an Affiliate because of his disability, or for the purpose
of serving the government of the country in which the principal place of
employment of Optionee is located, either in a military or civilian capacity, or
for such other purpose or reason as the Committee may approve, Optionee shall
not be deemed during the period of such absence, by virtue of such absence
alone, to have terminated employment with the Company or an Affiliate except as
the Committee may otherwise expressly provide.

                  5. Vesting of Right to Exercise Options. Subject to other
limitations contained in this Agreement, the Optionee shall have the right to
exercise the option such that the options are fully exercisable four (4) years
from the __________________, as follows:

                  (i) As to 25% of the number of shares covered by this
Agreement on ___________________________, (one year from _______________________
[DATE OF HIRE, GRANT DATE, OR OTHER EARLIER DATE]);

                  (ii) As to 1/12th of the remaining number of shares covered by
this Agreement quarterly, on the ___ day of each succeeding three month period
thereafter until the option is fully exercisable.



                                       2
<PAGE>   18

         Any portion of the option that is not exercised shall accumulate and
may be exercised at any time during the Option Period prior to the Termination
Date. No partial exercise of this option may be for less than 5 percent of the
total number of shares then available under this option. In no event shall the
Company be required to issue fractional shares. Notwithstanding the foregoing,
the aggregate fair market value (determined as of the time such option is
granted) of the Stock with respect to which incentive stock options are
exercisable for the first time in any calendar year (under the Plan and any
other incentive stock option plans of the Company or its Affiliates) shall not
exceed $100,000.

         6. Method of Exercise. Optionee may exercise the option with respect to
all or any part of the shares of Stock then subject to such exercise as follows:

                  (a) Delivery of Written Notice and Option Price. By giving the
Company written notice of such exercise, specifying the number of such shares as
to which this option is exercised. Such notice shall be accompanied by an amount
equal to the Option Price of such shares, in the form of any one or combination
of the following: (i) cash, a certified check, or wire transfer payable to the
order of the Company in lawful money of the United States; (ii) by delivery on a
form prescribed by the Committee of an irrevocable direction to a securities
broker approved by the Committee to sell shares and deliver all or a portion of
the proceeds to the Company in payment for the Stock; (iii) shares of Stock
valued on the date of exercise at fair market value; or (iv) if authorized for
Optionee by the Committee, notes. The shares of Stock shall be valued in
accordance with procedures established by the Committee. Any note used to
exercise this option shall be a full recourse, interest-bearing obligation
containing such terms as the Committee shall determine. If a note is used, the
Optionee agrees to execute such further documents as the Committee may deem
necessary or appropriate in connection with issuing the note, perfecting a
security interest in the Stock purchased with the note, and any related terms or
conditions that the Committee may propose. Such further documents may include,
not by way of limitation, a security agreement, an escrow agreement, a voting
trust agreement and an assignment separate from certificate.

                  (b) Execution of Agreements. Optionee (and Optionee's spouse,
if any) shall be required, as a condition precedent to acquiring Stock through
exercise of the option, to execute one or more agreements relating to
obligations in connection with ownership of the Stock or restrictions on
transfer of the Stock no less restrictive than the obligations and restrictions
to which the other s of the Company are subject at the time of such exercise.

                  (c) Investment Representations. If required by the Committee,
Optionee shall give the Company satisfactory assurance in writing, signed by
Optionee or his legal representative, as the case may be, that such shares are
being purchased for investment and not with a view to the distribution thereof,
provided that such assurance shall be deemed inapplicable to (1) any sale of
such shares by such Optionee made in accordance with the terms of a registration
statement covering such sale, which may hereafter be filed and become effective
under the Securities Act of 1933, as amended (the



                                       3
<PAGE>   19

"Securities Act"), and with respect to which no stop order suspending the
effectiveness thereof has been issued, and (2) any other sale of such shares
with respect to which in the opinion of counsel for the Company, such assurance
is not required to be given in order to comply with the provisions of the
Securities Act.

                  (d) Delivery of Certificates. As soon as practicable after
receipt of the notice required in Section 6(a) and satisfaction of the
conditions set forth in Sections 6(b) and 6(c), the Company shall, without
transfer or issue tax and without other incidental expense to Optionee, deliver
to Optionee at the office of the Company, at 5175 Hillsdale Circle, El Dorado
Hills, California 95762, or such other place as may be mutually acceptable to
the Company and Optionee, a certificate or certificates of such shares of Stock;
provided, however, that the time of such delivery may be postponed by the
Company for such period as may be required for it with reasonable diligence to
comply with applicable registration requirements under the Securities Act, the
Securities Exchange Act of 1934, as amended, any applicable listing requirements
of any national securities exchange, and requirements under any other law or
regulation applicable to the issuance or transfer of such shares.

         7. Corporate Transactions.

                  (a) Definition. For purposes of this Section 7, a "Corporate
Transaction" shall include any of the following -approved transactions to which
the Company is a party:

                           (i) a merger or consolidation in which the Company is
not the surviving entity, except for (1) a transaction the principal purpose of
which is to change the state of the Company's incorporation, or (2) a
transaction in which the Company's s immediately prior to such merger or
consolidation hold (by virtue of securities received in exchange for their
shares in the Company) securities of the surviving entity representing more than
fifty percent (50%) of the total voting power of such surviving entity
immediately after such transaction;

                           (ii) the sale, transfer or other disposition of all
or substantially all of the assets of the Company unless the Company's s
immediately prior to such sale, transfer or other disposition hold (by virtue of
securities received in exchange for their shares in the Company) securities of
the purchaser or other transferee representing more than fifty percent (50%) of
the total voting power of such entity immediately after such transaction; or

                           (iii) any merger in which the Company is the
surviving entity but in which the Company's s immediately prior to such merger
do not hold (by virtue of their shares in the Company held immediately prior to
such transaction) securities of the surviving entity (by virtue of their shares
in the Company held immediately prior to such transaction) representing more
than fifty percent (50%) of the total voting power of the surviving entity
immediately after such transaction.



                                       4
<PAGE>   20

                  (b) Effect. In the event of any Corporate Transaction all
outstanding unexercised options under this Agreement to the extent they are not
assumed by the successor corporation or its parent company shall terminate upon
the effective date of the Corporate Transaction; provided, however, that if all
outstanding unexercised options under the Plan are not assumed by the successor
corporation or its parent company, all outstanding options under this Agreement
shall vest in their entirety and become exercisable immediately prior to the
specified effective date of the Corporate Transaction. For purposes of this
Agreement, options shall be deemed assumed in a Corporate Transaction if (i) the
successor corporation or its parent company assumes the Company's obligations
under the Plan and replaces outstanding options under the Plan with options
providing substantially equal value and having substantially equivalent
provisions as the options granted pursuant to the Plan; or (ii) the Company or
its outstanding securities are acquired for cash consideration and the successor
corporation or its parent company agrees to pay to each holder of outstanding
options as such options would otherwise have become exercisable, the cash
consideration per share for shares of the Company's Common Stock otherwise
payable pursuant to such Corporate Transaction, less the exercise price per
share of such options.

         8. Adjustments for Changes in Stock. If there should be any change in a
class of Stock subject to this option, through merger, consolidation,
reorganization, recapitalization, reincorporation, stock split, stock dividend
or other change in the capital structure of the Company (except for a Corporate
Transaction described in Section 7), the Company shall make appropriate
adjustments in order to preserve, but not to increase, the benefits to Optionee,
including adjustments in the number of shares of such Stock subject to this
option and in the price per share. Any adjustment made pursuant to this Section
8 as a consequence of a change in the capital structure of the Company shall not
entitle Optionee to acquire a number of shares of such Stock of the Company or
shares of stock of any successor company greater than the number of shares
Optionee would receive if, prior to such change, Optionee had actually held a
number of shares of such Stock equal to the number of shares then subject to
this option.

         9. Limitations on Transfer of Option. This option shall, during
Optionee's lifetime, be exercisable only by Optionee, and neither this option
nor any right hereunder shall be transferable by Optionee by operation of law or
otherwise other than by will or the laws of descent and distribution. In the
event of any attempt by Optionee to alienate, assign, pledge, hypothecate, or
otherwise dispose of this option or of any right hereunder, except as provided
for in this Agreement, or in the event of the levy of any attachment, execution,
or similar process upon the rights or interest hereby conferred, the Company at
its election may terminate this option by notice to Optionee and this option
shall thereupon become null and void.

         10. No Stockholder Rights. Neither Optionee nor any person entitled to
exercise Optionee's rights in the event of his death shall have any of the
rights of a



                                       5
<PAGE>   21

with respect to the shares of Stock subject to this option except to the extent
the certificates for such shares shall have been issued upon the exercise of
this option.

         11. NO EFFECT ON TERMS OF EMPLOYMENT. SUBJECT TO THE TERMS OF ANY
WRITTEN EMPLOYMENT CONTRACT TO THE CONTRARY, THE COMPANY (OR ITS AFFILIATE WHICH
EMPLOYS OPTIONEE) SHALL HAVE THE RIGHT TO TERMINATE OR CHANGE THE TERMS OF
EMPLOYMENT OF OPTIONEE AT ANY TIME AND FOR ANY REASON WHATSOEVER, WITH OR
WITHOUT CAUSE.

         12. Notice. Any notice required to be given under the terms of this
Agreement shall be addressed to the Company in care of its Secretary at the
Office of the Company at 5175 Hillsdale Drive, El Dorado Hills, California
95762, and any notice to be given to Optionee shall be addressed to him at the
address given by him beneath his signature to this Agreement, or such other
address as either party to this Agreement may hereafter designate in writing to
the other. Any such notice shall be deemed to have been duly given when enclosed
in a properly sealed envelope or wrapper addressed as aforesaid, express or
certified and deposited (postage or certification fee prepaid) in a post office
or branch post office regularly maintained by the United States.

         13. Lock-Up Agreement.

                  (a) Agreement. Optionee, if requested by the Company and the
lead underwriter of any public offering of the Common Stock or other securities
of the Company (the "Lead Underwriter"), hereby irrevocably agrees not to sell,
contract to sell, grant any option to purchase, transfer the economic risk of
ownership in, make any short sale of, pledge or otherwise transfer or dispose of
any interest in any Common Stock or any securities convertible into or
exchangeable or exercisable for or any other rights to purchase or acquire
Common Stock (except Common Stock included in such public offering or acquired
on the public market after such offering) during the 180-day period following
the effective date of a registration statement of the Company filed under the
Securities Act, or such shorter period of time as the Lead Underwriter shall
specify. Optionee further agrees to sign such documents as may be requested by
the Lead Underwriter to effect the foregoing and agrees that the Company may
impose stop-transfer instructions with respect to such Common Stock until the
end of such period. The Company and Optionee acknowledge that each Lead
Underwriter of a public offering of the Company's stock, during the period of
such offering and for the 180-day period thereafter, is an intended beneficiary
of this Section 13.

                  (b) Permitted Transfers. Notwithstanding the foregoing,
Section 13(a) shall not prohibit Optionee from transferring any shares of Common
Stock or securities convertible into or exchangeable or exercisable for the
Company's Common Stock either during Optionee's lifetime or on death by will or
intestacy to Optionee's immediate family or to a trust the beneficiaries of
which are exclusively Optionee and/or a member or members of Optionee's
immediate family; provided, however, that prior to



                                       6
<PAGE>   22

any such transfer, each transferee shall execute an agreement pursuant to which
each transferee shall agree to receive and hold such securities subject to the
provisions of Section 13 hereof. For the purposes of this Section, the term
"immediate family" shall mean spouse, lineal descendant, father, mother, brother
or sister of the transferor.

                  (c) No Amendment Without Consent of Underwriter. During the
period from identification as a Lead Underwriter in connection with any public
offering of the Company's Common Stock until the earlier of (i) the expiration
of the lock-up period specified in Section 13(a) in connection with such
offering or (ii) the abandonment of such offering by the Company and the Lead
Underwriter, the provisions of Section 13 may not be amended or waived except
with the consent of the Lead Underwriter.

         14. Committee Decisions Conclusive. All decisions of the Committee upon
any question arising under the Plan or under this Agreement shall be conclusive.

         15. Successors. This Agreement shall be binding upon and inure to the
benefit of any successor or successors of the Company. Where the context
permits, "Optionee" as used in this Agreement shall include Optionee's executor,
administrator or other legal representative or the person or persons to whom
Optionee's rights pass by will or the applicable laws of descent and
distribution.

         16. Restrictive Legends. All certificates for shares of the Stock shall
bear the following legends, in addition to any other legends required by
applicable state securities law and securities commissioners:

    "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR
         INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR
         DISTRIBUTION THEREOF. 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 COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED."

    "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF,
         AND ARE SUBJECT TO A RIGHT OF FIRST REFUSAL OPTION IN FAVOR OF THE
         COMPANY, AS PROVIDED IN THE COMPANY'S BYLAWS, A COPY OF WHICH IS
         AVAILABLE FROM THE COMPANY."

         17. California Law. The interpretation, performance and enforcement of
this Agreement shall be governed by the laws of the State of California.



                                       7
<PAGE>   23

         18. Copy of Plan. Optionee hereby acknowledges receipt of a copy of the
Plan.

         IN WITNESS WHEREOF, the Company and Optionee have executed this
Agreement as of the day and year first above written.


ShareWave, Inc.                                   OPTIONEE

By
   -------------------------------                ------------------------------

Its
    ------------------------------


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

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



                                       8
<PAGE>   24

                                  ATTACHMENT A

                                CONSENT OF SPOUSE


I, ______________________, spouse of ___________________________, have read and
approved the foregoing Agreement. In consideration of granting of the right of
my spouse to purchase shares of ShareWave, Inc., set forth in the Agreement, I
hereby appoint my spouse as my attorney-in-fact with respect to the exercise of
any rights of the Agreement insofar as I may have any rights under such
community property laws of the State of California or similar laws relating to
marital property in effect in the state of our residence as of the date of the
signing of the foregoing Agreement.


Dated:                                       By:
       --------------------------               -------------------------------



                                       9