EXHIBIT 4.1



                              PAN WORLD CORPORATION

                             1999 STOCK OPTION PLAN

                           Adopted on November 2, 1999


















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                              PAN WORLD CORPORATION

                             1999 STOCK OPTION PLAN


1.       PURPOSES OF THE PLAN.

         The purposes of this 1999 Stock Option Plan (sometimes hereafter "Plan"
or "Equity Incentive Plan") are to attract and retain the best available
personnel for positions of substantial responsibility, to provide additional
incentive to Employees, Directors and Consultants and to promote the success of
the Company's business, and to provide additional compensation to such personnel
for the services they render after receiving an award hereunder. The Company
intends that the Plan accomplish these goals by granting incentives in the form
of Incentive Stock Options, Nonstatutory Stock Options, Stock Purchase Rights,
or combinations thereof, all as more fully described below.

2.       DEFINITIONS.

         As used herein, the following definitions shall apply:

         (a)    "ADMINISTRATOR" means the Board or any of its Committees as
                shall be operate and administer the Plan in accordance with
                Section 0 hereof.

         (b)    "APPLICABLE LAWS" means the requirements relating to the
                administration of stock option plans under U.S. state corporate
                and tax laws, U.S. federal and state securities, labor and tax
                laws (including without limitation the Code), any stock exchange
                or quotation system on which the Common Stock is listed or
                quoted and the applicable laws of any other country or
                jurisdiction where Options or Stock Purchase Rights are granted
                under the Plan.

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

         (d)    "CHANGE OF CONTROL" refers to the occurrence of any of the
                following after the Company's adoption of this Plan: (1) any
                person or entity (persons or entities acting together) is or
                becomes the beneficial owner of more than 50% of the Voting
                Stock of the Company; (2) a consolidation, merger, or sale of
                substantially all of the assets of the Company, with the effect
                that any person or entity becomes the beneficial owner of more
                than 50% of the Voting Stock of the Company or the Company is
                not the surviving entity; and (3) any order, judgment or decree
                of dissolution or split-up of the Company, and such order
                remains undischarged or unstayed for a period in excess of 60
                days. For purposes of this provision, "more than 50% of the
                Voting Stock" means more than 50% of one or more classes of
                stock pursuant to which the holders have the general power to
                vote for the election of members of the Board of Directors, and
                the aggregate of such classes for which the person or entity
                holds more than 50% has the power to elect more than 50% of the
                members of the Board of Directors. Except where required by law,
                no Change of Control shall occur for purposes of this Plan
                merely because of a modification of ownership or control
                described in Code Section 280G(b)(2)(A).

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

         (f)    "COMMITTEE" means a committee of Directors appointed by the
                Board in accordance with Section 0 hereof.


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         (g)    "COMMON STOCK" means the voting Common Stock of the Company,
                par value $.01.

         (h)    "COMPANY" means Pan World Corporation, a Nevada corporation.

         (i)    "CONSULTANT" means any person who is engaged by the Company or
                any Parent or Subsidiary to render consulting or advisory
                services to such entity.

         (j)    "DIRECTOR" means a member of the Board of Directors of the
                Company.

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

         (l)    "EMPLOYEE" means any person designated by the company as an
                Employee, including Officers and Directors employed by the
                Company or any Parent or Subsidiary of the Company, and
                excluding any person who may be a common law employee of the
                Company but is not designated by the Company as Employee.
                Neither service as a Director nor payment of a director's fee by
                the Company shall be sufficient to constitute "employment" by
                the Company.

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

         (n)    "FAIR MARKET VALUE" means, as of any date, the value of Common
                Stock determined as follows:

                (i)     If the Common Stock is listed on any established stock
                exchange or a national market system, including without
                limitation the Nasdaq National Market or The Nasdaq SmallCap
                Market of The Nasdaq Stock Market, its Fair Market Value shall
                be the closing sales price for such stock (or the closing bid,
                if no sales were reported) as quoted on such exchange or system
                for the last market trading day prior to the time of
                determination, as reported in The WALL STREET JOURNAL or such
                other source as the Administrator deems reliable;

                (ii)    If the Common Stock is regularly quoted by a recognized
                securities dealer but selling prices are not reported, its Fair
                Market Value shall be the mean between the high bid and low
                asked prices for the Common Stock on the last market trading day
                prior to the day of determination; or

                (iii)   In the absence of an established market for the Common
                Stock, the Fair Market Value thereof shall be determined in good
                faith by the Administrator.

                (iv)    For purposes of calculating taxable gain, the
                Administrator may determine the Fair Market Value of Optioned
                Stock sold on the date of exercise to be the actual selling
                price on any established national stock exchange or national
                market system.

                While the Common Stock trades in the market called
                Over-the-Counter Pink Sheets ("OTC"), the Company intends that,
                to the extent determined by the Administrator, any valuation of
                Optioned Stock shall reflect activity on the OTC.


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

         (o)    "NONSTATUTORY STOCK OPTION" means an Option which does not
                qualify as an Incentive Stock Option.

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

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

         (r)    "OPTION AGREEMENT" means a written or electronic agreement
                between the Company and an Optionee evidencing the terms and
                conditions of an individual Option grant. The Option Agreement
                is subject to the terms and conditions of the Plan.

         (s)    "OPTION EXCHANGE PROGRAM" means a program whereby outstanding
                Options are exchanged for Options with a lower exercise price.

         (t)    "OPTIONED STOCK" means the Common Stock subject to an Option or
                a Stock Purchase Right.

         (u)    "OPTIONEE" means the holder of an outstanding Option or Stock
                Purchase Right issued under the Plan.

         (v)    "PARENT" means a parent corporation, whether now or hereafter
                existing, as defined in Section 424(e) of the Code.

         (w)    "PLAN" means this Pan World Corporation 1999 Stock Option Plan.

         (x)    "PUBLIC COMPANY" means a company whose shares are listed on an
                established national stock exchange or national market system,
                such as the National Small CapMarket, the National Market
                System, or the New York Stock Exchange. Where required by law,
                the term Public Company as used in this Plan refers to any
                publicly held corporation, within the meaning of Code Section
                162(m), issuing any class of common equity securities required
                to be registered under Section 12 of the Exchange Act.

         (y)    "RESTRICTED STOCK" means shares of Common Stock acquired
                pursuant to a grant of a Stock Purchase Right under Section 0
                below.

         (z)    "SECTION 16(b)" means Section 16(b) of the Exchange Act.

         (aa)   "SECURITIES ACT" means Securities Act of 1933, as amended.

         (bb)   "SERVICE PROVIDER" means an Employee, Director or Consultant.

         (cc)   "SHARE" means a share of the Common Stock, as adjusted in
                accordance with Section 0 below.

         (dd)   "STOCK PURCHASE RIGHT" means a right to purchase Common Stock
                pursuant to Section 0 below.


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         (ee)   "SUBSIDIARY" means a subsidiary corporation, whether now or
                hereafter existing, as defined in Section 424(f) of the Code.

         (ff)   "TEN-PERCENT SHAREHOLDER" is any person who at the time of grant
                owns, directly or indirectly, or is deemed to own by reason of
                the attribution rules of Section 424(d) of the Code, stock
                possessing more than 10% of the total combined voting power of
                all classes of stock of the Company or any Parent or Subsidiary.

3.       STOCK SUBJECT TO THE PLAN.

         (a) Subject to provisions of Section 0 of the Plan, the maximum
         aggregate number of Shares which may be issued under the Plan is
         1,600,000 Shares. The Shares may be authorized but unissued, or
         reacquired Common Stock. If an Option or Stock Purchase Right expires
         or becomes unexercisable without having been exercised in full, or is
         surrendered pursuant to an Option Exchange Program, the unpurchased
         Shares which were subject thereto shall become available for future
         grant or sale under the Plan (unless the Plan has terminated). However,
         Shares that have actually been issued under the Plan, on exercise of
         either an Option or Stock Purchase Right, shall not be returned to the
         Plan and shall not become available for future distribution under the
         Plan, except that if Shares of Restricted Stock are repurchased by the
         Company at their original purchase price, such Shares shall become
         available for future grant under the Plan.

         (b) Subject to provisions of Section 0 of the Plan, the maximum number
         of shares of Stock as to which Options may be granted under the Plan to
         any Optionee is one-third of the maximum number of shares issuable
         under the Plan. For purposes of this paragraph, except as otherwise
         provided in Code Section 162(m) or in regulations or generally
         applicable administrative pronouncements thereunder, any repricing of
         an Option shall be treated as an original grant.

4.       ADMINISTRATION OF THE PLAN.

         (a) FUNCTIONS OF THE ADMINISTRATOR. The Plan shall be administered by
         the Board or a Committee appointed by the Board, which Committee shall
         be constituted to comply with Applicable Laws. Unless and until a
         Committee is appointed, the Plan shall be administered by the entire
         Board, and references in the Plan to the "Administrator" shall be
         deemed references to the Board. A majority of the members of the
         Committee shall constitute a quorum, and all determinations of the
         Committee shall be made by a majority of its members. Any determination
         of the Committee under the Plan may be made without notice or meeting
         of the Committee by a writing signed by a majority of the Committee
         members. All decisions, determinations and interpretations of the
         Administrator shall be final and binding on all Optionees.

         (b) POWERS OF THE ADMINISTRATOR. Subject to the provisions of the Plan
         and, in the case of a Committee, the specific duties delegated by the
         Board to such Committee, and subject to the approval of any relevant
         authorities, the Administrator shall have the authority in its
         discretion to take all action necessary or appropriate to effect the
         purposes of the Plan, including but not limited to the following, and
         to delegate such powers as may be delegated under Applicable Laws:

                (i)     to determine the Fair Market Value;


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                (ii)    to select the Service Providers to whom Options and
                Stock Purchase Rights may from time to time be granted
                hereunder;

                (iii)   to determine the number of Shares to be covered by each
                such award granted hereunder;

                (iv)    to approve forms of agreement for use under the Plan;

                (v)     to determine the terms and conditions of any Option or
                Stock Purchase Right granted hereunder. Such terms and
                conditions include, but are not limited to, the exercise price,
                the time or times when Options or Stock Purchase Rights may be
                exercised (which may be based on performance criteria), any
                vesting acceleration or waiver of forfeiture restrictions, and
                any restriction or limitation regarding any Option or Stock
                Purchase Right or the Common Stock relating thereto, based in
                each case on such factors as the Administrator, in its sole
                discretion, shall determine;

                (vi)    to determine whether and under what circumstances an
                Option may be settled in cash under subsection 0(h) instead of
                Common Stock;

                (vii)   to reduce the exercise price of any Option to the then
                current Fair Market Value if the Fair Market Value of the Common
                Stock covered by such Option has declined since the date the
                Option was granted;

                (viii)  to initiate an Option Exchange Program;

                (ix)    to prescribe, amend and rescind rules and regulations
                relating to the Plan, including rules and regulations relating
                to sub-plans established for the purpose of qualifying for
                preferred tax treatment under foreign tax laws;

                (x)     to allow Optionees to satisfy withholding tax
                obligations by electing to have the Company withhold from the
                Shares to be issued upon exercise of an Option or Stock Purchase
                Right that number of Shares having a Fair Market Value equal to
                the amount required to be withheld. The Fair Market Value of the
                Shares to be withheld shall be determined by reference to the
                date on which the obligation to withhold accrues. All elections
                by Optionees to have Shares withheld for this purpose shall be
                made in such form and under such conditions as the Administrator
                may deem necessary or advisable; and

                (xi)    to construe and interpret the terms of the Plan and
                awards granted pursuant to the Plan.

                In exercising any power or authority granted hereunder, the
                Administrator shall have the broadest possible discretionary
                authority permitted by law, including without limitation,
                discretionary authority to make determinations of fact and to
                construe ambiguities in any Plan document, Option Agreement, or
                other related instrument. The Company intends that no court,
                arbitrator or other person shall set aside, annul or modify any
                decision or action of the Administrator unless such decision or
                action is capricious and clearly contrary to the terms of the
                Plan.


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5.       OPTION GRANTS

         (a)    Nonstatutory Stock Options and Stock Purchase Rights may be
         granted to Service Providers. Incentive Stock Options may be granted
         only to Employees.

         (b)    Each Option shall be designated in the Option Agreement as
         either an Incentive Stock Option or a Nonstatutory Stock Option.
         However, notwithstanding such designation, to the extent that the
         aggregate Fair Market Value of the Shares with respect to which
         Incentive Stock Options are exercisable for the first time by the
         Optionee during any calendar year (under all plans of the Company and
         any Parent or Subsidiary) exceeds $100,000 (or such other amount as
         specified under ss.422 of the Code), such Options shall be treated as
         Nonstatutory Stock Options. For purposes of this Section, Incentive
         Stock Options shall be taken into account in the order in which they
         were granted.

         (c)    Neither the Plan nor any Option or Stock Purchase Right shall
         confer upon any Optionee any right with respect to continuing the
         Optionee's relationship as a Service Provider with the Company, nor
         shall it interfere in any way with his or her right or the Company's
         right to terminate such relationship at any time, with or without
         cause.

6.       TERM OF PLAN.

         The Plan shall become effective upon its adoption by the Board. It
shall continue in effect for a term of ten (10) years unless sooner terminated
under Section 0 of the Plan. Thereafter, the Plan shall remain in effect with
respect to Options and Stock Purchase Rights outstanding on the date of
termination, but new Options and Stock Purchase Rights may not be granted after
the date of termination.

7.       DURATION OF OPTIONS.

         The latest date on which an Option may be exercised will be the tenth
anniversary (fifth anniversary, in the case of an ISO granted to a Ten-Percent
Shareholder) of the day immediately preceding the date the Option was granted,
or such earlier date as may be specified in the Option Agreement or by operation
of other provisions herein or in the Option Agreement.

8.       OPTION EXERCISE PRICE AND VESTING.

         (a)    EXERCISE PRICE.  The per share exercise price for the Shares to
         be issued upon exercise of an Option shall be such price as is
         determined by the Administrator, but shall be subject to the following:

                (i)     In the case of an Incentive Stock Option,

                        (A) granted to an Employee who, at the time of grant
                        of such Option, is a Ten-Percent Shareholder, the
                        exercise price shall be no less than 110% of the Fair
                        Market Value per Share on the date of grant.

                        (B) granted to any other Employee, the per Share
                        exercise price shall be no less than 100% of the Fair
                        Market Value per Share on the date of grant.


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                (ii)    In the case of a Nonstatutory Stock Option,

                        (A) granted to a Service Provider who, at the time of
                        grant of such Option, is a Ten-Percent Shareholder,
                        the exercise price shall be no less than 110% of the
                        Fair Market Value per Share on the date of the grant.

                        (B) granted to any other Service Provider, the per
                        Share exercise price shall be no less than 85% of the
                        Fair Market Value per Share on the date of grant.

                (iii)   Notwithstanding the foregoing, Options may be granted
                with a per Share exercise price other than as required above
                pursuant to a merger or other corporate transaction.

                (iv)    In no case may the exercise price paid for Stock which
                        is part of an original issue of authorized
                        Stock be less than the par value per share of the
                        Stock.

         (b)    VESTING AND OTHER TERMS. Any Option granted hereunder shall be
                exercisable according to the terms hereof at such times and
                under such conditions as determined by the Administrator and
                set forth in the Option Agreement. Unless the Company is a
                Public Company at the time of grant, in no case may an Option
                vest at a rate of less than 20% per year over five (5) years
                from the date the Option is granted. An Option may not be
                exercised for a fraction of a Share.

         (c)    CALIFORNIA SECURITIES REGULATIONS

                This Plan shall comply with California Corporations Code
                Section 25102(o) and applicable regulations where the Company
                determines that it is in its best interest to avail itself of
                an exception to the obligation to qualify the Common Stock or
                any other securities issued hereunder.

9.       EXERCISE OF OPTION.

         (a)    METHOD OF EXERCISE. An Option shall be deemed exercised when the
         Company receives (i) written or electronic notice of exercise (in
         accordance with the Option Agreement) from the person entitled to
         exercise the Option, and (ii) full payment for the Shares with respect
         to which the Option is exercised. Full payment may consist of any
         consideration and method of payment authorized by the Administrator and
         permitted by the Option Agreement and the Plan. Shares issued upon
         exercise of an Option shall be issued in the name of the Optionee or,
         if requested by the Optionee, in the name of the Optionee and his or
         her spouse. Until the Shares are issued (as evidenced by the
         appropriate entry on the books of the Company or of a duly authorized
         transfer agent of the Company), no right to vote or receive dividends
         or any other rights as a shareholder shall exist with respect to the
         Shares, notwithstanding the exercise of the Option. The Company shall
         issue (or cause to be issued) such Shares promptly after the Option is
         exercised. No adjustment will be made for a dividend or other right for
         which the record date is prior to the date the Shares are issued,
         except as provided in Section 0 of the Plan. Exercise of an Option in
         any manner shall result in a decrease in the number of Shares
         thereafter available, both for purposes of the Plan and for sale under
         the Option, by the number of Shares as to which the Option is
         exercised.


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         (b)    PAYMENT OF EXERCISE PRICE. The consideration to be paid for the
         Shares to be issued upon exercise of an Option, including the method of
         payment, shall be determined by the Administrator (and, in the case of
         an Incentive Stock Option, shall be determined at or prior to the time
         of grant). Such consideration may consist of (1) cash, (2) bank draft
         or money order payable to the Company, (3) check in a form and type
         acceptable to the Administrator, (4) promissory note, (5) other Shares
         which (x) in the case of Shares acquired upon exercise of an Option,
         have been owned by the Optionee for more than six months on the date of
         surrender, and (y) have a Fair Market Value on the date of surrender
         equal to the aggregate exercise price of the Shares as to which such
         Option shall be exercised, (6) consideration received by the Company
         under a cashless exercise program implemented by the Company in
         connection with the Plan, or (7) any combination of the foregoing
         methods of payment. In making its determination as to the type of
         consideration to accept, the Administrator shall consider if acceptance
         of such consideration may be reasonably expected to benefit the
         Company. If the Stock delivered upon exercise of the Option is an
         original issue of authorized Stock, at least so much of the exercise
         price as represents the par value of such Stock must be paid other than
         by the Optionee's promissory note or personal check.

         (c)    TERMINATION OF RELATIONSHIP AS A SERVICE PROVIDER.If an Optionee
         ceases to be a Service Provider, such Optionee may exercise his or her
         Option within such period of time as is specified in the Option
         Agreement to the extent that the Option is vested on the date of
         termination, but in no event later than the expiration of the term of
         the Option as set forth in the Option Agreement. In the absence of a
         specified time in the Option Agreement, the Option shall remain
         exercisable for three (3) months following the Optionee's termination.
         If, on the date of termination, the Optionee is not vested as to his or
         her entire Option, the Shares covered by the unvested portion of the
         Option shall revert to the Plan. If, after termination, the Optionee
         does not exercise his or her Option within the time specified by the
         Administrator, the Option shall terminate, and the Shares covered by
         such Option shall revert to the Plan.

         (d)    DISABILITY OF OPTIONEE. If an Optionee ceases to be a Service
         Provider as a result of the Optionee's Disability, the Optionee may
         exercise his or her Option within such period of time as is specified
         in the Option Agreement to the extent the Option is vested on the date
         of termination, but in no event later than the expiration of the term
         of such Option as set forth in the Option Agreement. In the absence of
         a specified time in the Option Agreement, the Option shall remain
         exercisable for twelve (12) months following the Optionee's
         termination. If, on the date of termination, the Optionee is not vested
         as to his or her entire Option, the Shares covered by the unvested
         portion of the Option shall revert to the Plan. If; after termination,
         the Optionee does not exercise his or her Option within the time
         specified herein, the Option shall terminate, and the Shares covered by
         such Option shall revert to the Plan.

         (e)    DEATH OF OPTIONEE. If an Optionee dies while a Service Provider,
         the Option may be exercised within such period of time as is specified
         in the Option Agreement to the extent the Option is vested on the date
         of death, but in no event later than the expiration of the term of such
         Option as set forth in the Option Agreement. In the absence of a
         specified time in the Option Agreement, the Option shall remain
         exercisable for twelve (12) months following the Optionee's date of
         death. If at the time of death, the Optionee is not vested as to his or
         her entire Option, the Shares covered by the unvested portion of the
         Option shall immediately revert to the Plan. Such Option may be
         exercised by the executor or administrator of the Optionee's estate or,
         if none, by the person(s) entitled to exercise the Option under the
         Optionee's will or the laws of descent or


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         distribution. If the Option is not so exercised within the time
         specified herein, the Option shall terminate, and the Shares covered by
         such Option shall revert to the Plan.

         (f)    LEAVE OF ABSENCE. Unless the Administrator provides otherwise,
         vesting of Options granted hereunder shall be tolled during any unpaid
         leave of absence. An Employee shall continue to be treated as an
         Employee for purposes of this Plan in the case of (i) any leave of
         absence approved by the Company or (ii) transfers between locations of
         the Company or between the Company, its Parent, any Subsidiary, or any
         successor. If the leave of absence exceeds ninety days, unless
         reemployment upon expiration of such leave is guaranteed by statute or
         contract, any Incentive Stock Option exercised more than three months
         following the end of such 90-day period of leave shall remain in effect
         but may cease to be treated as an Incentive Stock Option and instead be
         treated for tax purposes as a Nonstatutory Stock Option, based on
         Applicable Laws then in effect.

         (g)    MISCONDUCT. If an Optionee is determined by the Administrator to
         have committed Misconduct, neither the Optionee, the Optionee's estate
         nor such other person who may then hold the Option shall be entitled to
         exercise any Option with respect to any shares whatsoever after
         termination of employment, whether or not after termination of
         employment the Optionee may receive payment from the Company for
         vacation pay, for services rendered prior to termination, for services
         rendered for the day on which termination occurs, for salary in lieu of
         notice, or for any other benefits. As used herein, "Misconduct"
         includes but is not limited to committing an act of theft,
         embezzlement, fraud, dishonesty, a breach of fiduciary duty to the
         Company, or deliberate disregard of the rules of the Company, or if an
         Optionee makes any unauthorized disclosure of any of the trade secrets
         or confidential information of the Company, engages in any conduct
         which constitutes unfair competition with the Company, induces any
         customer of the Company to break any contract with the Company, or
         induces any principal for whom the Company acts as agent to terminate
         such agency relationship. For the purpose of this paragraph,
         termination of employment shall be deemed to occur on the date when the
         Company dispatches notice or advice to the Optionee that his employment
         is terminated for misconduct as determined hereunder.

         (h)    BUYOUT PROVISIONS.The Administrator may at any time offer to buy
         out for a payment in cash or Shares, an Option previously granted,
         based on such terms and conditions as the Administrator shall establish
         and communicate to the Optionee at the time that such offer is made.

10.      NON-TRANSFERABILITY OF OPTIONS AND STOCK PURCHASE RIGHTS.

         Options and Stock Purchase Rights may not be sold, pledged, encumbered,
         alienated, assigned, hypothecated, transferred, or disposed of in any
         manner other than by will or by the laws of descent or distribution and
         may be exercised, during the lifetime of the Optionee, only by the
         Optionee.

11.      RESTRICTED STOCK AND REPURCHASE RIGHTS.

         (a)    RIGHTS TO PURCHASE. Stock Purchase Rights may be issued either
         alone, in addition to, or in tandem with other awards granted under the
         Plan and/or cash awards made outside of the Plan. After the
         Administrator determines that it will offer Stock Purchase Rights under
         the Plan, it shall advise the offeree in writing or electronically of
         the terms, conditions and restrictions related to the offer, including
         the number of Shares that such person shall be entitled to purchase,


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         the price to be paid, and the time within which such person must accept
         such offer. The terms of the offer shall comply in all respects with
         Section 260.140.42 of Title 10 of the California Code of Regulations.
         The offer shall be accepted by execution of a Restricted Stock Purchase
         Agreement in the form determined by the Administrator.

         (b)    REPURCHASE RIGHT. Unless specified otherwise in the Restricted
         Stock Purchase Agreement, a Restricted Stock Purchase Agreement shall
         grant the Company a Repurchase Right exercisable upon the voluntary or
         involuntary termination of the purchaser's service with the Company for
         any reason (including death or disability). The purchase price for
         Shares repurchased pursuant to Repurchase Right shall be the original
         price paid by the purchaser and may be paid by cancellation of any
         indebtedness of the purchaser to the Company. The Repurchase Right
         shall lapse at such rate as may be specified in the Restricted Stock
         Purchase Agreement, but in no case at a rate of less than 20% per year
         over five (5) years from the date of purchase. Unless otherwise
         specified in the Restricted Stock Purchase Agreement, the Repurchase
         Right shall lapse on a Change of Control.

         (c)    OTHER PROVISIONS. The Restricted Stock Purchase Agreement shall
         contain such other terms, provisions and conditions not inconsistent
         with the Plan as may be determined by the Administrator in its sole
         discretion.

         (d)    RIGHTS AS A SHAREHOLDER. Once a Stock Purchase Right is
         exercised, the purchaser shall have rights equivalent to those of a
         shareholder and shall be a shareholder when his or her purchase is
         entered upon the records of the duly authorized transfer agent of the
         Company. No adjustment shall be made for a dividend or other right for
         which the record date is prior to the date the Stock Purchase Right is
         exercised, except as provided in Section 0 of the Plan.

         (e)    ESCROW. To facilitate the consummation of the Company's
         Repurchase Right hereunder, at the request of the Committee, the
         Service Provider and the Company shall execute Joint Escrow
         Instructions and the Service Provider shall deliver and deposit with
         the Escrow Agent named in the Joint Escrow Instructions two
         "Assignments Separate from Certificate," together with all certificates
         evidencing the Shares of Common Stock that are issued to the Service
         Provider pursuant to the Plan, duly endorsed in blank.

         (f)    REPURCHASE PROCEDURE.  The Company may exercise its Repurchase
         Right by sending a written notice to the Service Provider and to the
         Escrow Agent, if any, of its taking such action and specifying the
         number of Shares being repurchased. The Company's Repurchase Right
         shall terminate if not exercised by written notice from the Company to
         the Service Provider within ninety (90) days of the date on which the
         Company learns of Service Provider's termination of services or the
         last date any Stock Purchase Right held by such Service Provider is
         exercised, whichever is later. If the Company exercises its Repurchase
         Right, the Service Provider, or if applicable, the Escrow Agent, shall
         deliver to the Company every stock certificate representing the Shares
         being repurchased, together with appropriate Assignments Separate from
         Certificates and the Company shall then promptly pay the total
         Repurchase Price in cash to the Service Provider, or if applicable, to
         the Escrow Agent, for delivery to the Service Provider.

         (g)    RIGHT OF FIRST REFUSAL. Notwithstanding any other provision of
         this Plan, if the Common Stock is listed on any United States
         securities exchange or traded on any formal over-the-counter market in
         general use in the United States at the time the Optionee would
         otherwise be required to transfer his or her Shares, the Company shall
         not have the Right of First Refusal described


                                      -11-



<PAGE>


         herein, and the Optionee shall have no obligation to comply with this
         Section 0(g). The Right of First Refusal shall not apply to any
         gratuitous transfers by Service Provider to any ancestors, descendants,
         spouse or immediate family members, provided that such transferees
         shall be bound by the obligations set forth in this Section 11(g).

         With respect to any transfer of Shares by any Service Provider, the
         Company shall have the right of first refusal (the "Right of First
         Refusal") to purchase any Shares proposed to be transferred in the
         manner set forth herein. Before any Service Provider effects any
         transfer of any Shares, such person shall give to the Company a written
         notice ("Transfer Notice") of intent to transfer the Shares stating (a)
         the bona fide intention to transfer such Shares; (b) the number of
         Shares proposed to be transferred (the "Offered Stock"); (c) the name,
         address and relationship, if any, to the Service Provider of proposed
         transferee; and (d) the bona fide cash price or, in reasonable detail,
         other consideration, per share for which Service Provider proposes to
         transfer Offered Stock ("Offered Price"). Upon request, Service
         Provider will promptly furnish such information to the Company as may
         be reasonably requested to establish that the offer and proposed
         transferee are bona fide. Within twenty (20) days of such notice, the
         Company shall have the opportunity to purchase all of the Offered
         Stock. If the Company exercises its Right of First Refusal, the portion
         of the Offered Stock to be purchased by the Company shall be delivered
         to the Company, and the remaining portion, if any, may be transferred
         to the proposed transferee as stated in the Transfer Notice. The
         purchase price for the Offered Stock to be purchased by the Company
         pursuant to exercise of its Right of First Refusal shall be the Offered
         Price. If the Offered Price includes consideration other than cash, the
         cash equivalent value of the non-cash consideration will be determined
         by the Board of Directors in good faith, which determination will be
         binding upon Service Provider and the Company absent fraud or error. If
         the Company has not elected to purchase all or part of the Offered
         Stock, Service Provider may transfer that portion of the Offered Stock
         permitted to be sold to any person named in the Transfer Notice, at the
         Offered Price, provided that such transfer (i) is consummated within
         sixty (60) days after the Transfer Notice. If the Offered Stock is not
         so transferred during such sixty (60) day period, then the Service
         Provider may not transfer any of such Offered Stock without complying
         again in full with the provisions of this Section 11(g).

         (h)    BINDING EFFECT. The Company's Right of Repurchase and Right of
         First Refusal shall inure to the benefit of its successors and assigns
         and shall be binding upon any representative, executor, administrator,
         heir or legatee of the Optionee. Any transfer in contravention of
         provisions hereof shall be null and void and shall not confer any
         benefit as shareholder of the Company to such transferee.

12.      CHANGES IN CAPITALIZATION, DISSOLUTION OR LIQUIDATION, MERGER OR ASSET
         SALE.

         (a)    CHANGES IN CAPITALIZATION. Subject to any required action by the
         shareholders of the Company, the number of shares of Common Stock
         covered by each outstanding Option or Stock Purchase Right, and the
         number of shares of Common Stock which have been authorized for
         issuance under the Plan but as to which no Options or Stock Purchase
         Rights have yet been granted or which have been returned to the Plan
         upon cancellation or expiration of an Option or Stock Purchase Right,
         as well as the price per share of Common Stock covered by each such
         outstanding Option or Stock Purchase Right, shall be proportionately
         adjusted for any increase or decrease in the number of issued shares of
         Common Stock resulting from a stock split, reverse stock split, stock
         dividend, combination or reclassification of the Common Stock, or any
         other


                                      -12-



<PAGE>


         increase or decrease in the number of issued shares of Common Stock
         effected without receipt of consideration by the Company. The
         conversion of any convertible securities of the Company shall not be
         deemed to have been "effected without receipt of consideration." Such
         adjustment shall be made by the Board, whose determination in that
         respect shall be final, binding and conclusive. Except as expressly
         provided herein, no issuance by the Company of shares of stock of any
         class, or securities convertible into shares of stock of any class,
         shall affect, and no adjustment by reason thereof shall be made with
         respect to, the number or price of shares of Common Stock subject to an
         Option or Stock Purchase Right.

         (b)    DISSOLUTION OR LIQUIDATION. In the event of the proposed
         dissolution or liquidation of the Company, the Administrator shall
         notify each Optionee as soon as practicable prior to the effective date
         of such proposed transaction. The Administrator in its discretion may
         provide for an Optionee to have the right to exercise his or her Option
         until fifteen (15) days prior to such transaction as to all of the
         Optioned Stock covered thereby, including Shares as to which the Option
         would not otherwise be exercisable. In addition, the Administrator may
         provide that any Company repurchase option applicable to any Shares
         purchased upon exercise of an Option or Stock Purchase Right shall
         lapse as to all such Shares, provided the proposed dissolution or
         liquidation takes place at the time and in the manner contemplated. To
         the extent it has not been previously exercised, an Option or Stock
         Purchase Right will terminate immediately prior to the consummation of
         such proposed action.

13.      AMENDMENT AND TERMINATION OF THE PLAN.

         (a)    AMENDMENT AND TERMINATION. Except with respect to material
         amendments or alterations hereof, which shall require shareholder
         approval to such amendments or alterations under Applicable Laws, the
         Board may at any time amend or alter the Plan. Notwithstanding the
         foregoing, Board of Directors may at any time suspend or terminate the
         Plan.

         (b)    EFFECT OF AMENDMENT OR TERMINATION. No amendment, alteration,
         suspension or termination of the Plan shall impair the rights of any
         Optionee, unless mutually agreed otherwise between the Optionee and the
         Administrator, which agreement must be in writing and signed by the
         Optionee and the Company. Termination of the Plan shall not affect the
         Administrator's ability to exercise the powers granted to it hereunder
         with respect to Options or Rights granted under the Plan prior to the
         date of such termination. Termination of the Plan shall not prevent the
         Plan from being amended, after the date of termination, with respect to
         any Options or Stock Purchase Rights which remain outstanding.

14.      CONDITIONS UPON ISSUANCE OF SHARES.

         (a)    COMPLIANCE. Shares shall not be issued pursuant to the exercise
         of an Option unless the exercise of such Option and the issuance and
         delivery of such Shares shall comply with Applicable Laws and shall be
         further subject to the approval of counsel for the Company with respect
         to such compliance.

         (b)    INVESTMENT REPRESENTATIONS. As a condition to the exercise of an
         Option, the Administrator may require the person exercising such Option
         to represent and warrant at the time of any such exercise that the
         Shares are being purchased only for investment and without any present
         intention to sell or distribute such Shares if, in the opinion of
         counsel for the Company, such a representation is required.


                                      -13-


<PAGE>


15.      INABILITY TO OBTAIN AUTHORITY.

         The inability of the Company to obtain authority from any regulatory
         body having jurisdiction, which authority is deemed by the Company's
         counsel to be necessary to the lawful issuance and sale of any Shares
         hereunder, shall relieve the Company of any liability in respect of the
         failure to issue or sell such Shares as to which such requisite
         authority shall not have been obtained.

16.      RESERVATION OF SHARES.

         The Company, during the term of this Plan, shall at all times reserve
         and keep available such number of Shares as shall be sufficient to
         satisfy the requirements of outstanding Options and Stock Purchase
         Rights

17.      SHAREHOLDER APPROVAL.

         The Plan shall be subject to approval by the shareholders of the
         Company within twelve (12) months before or after the date the Plan is
         adopted. Such shareholder approval shall be obtained in the degree and
         manner required under Applicable Laws.

18.      INFORMATION TO OPTIONEES AND PURCHASERS.

         The Company shall provide to each Optionee and to each individual who
         acquires Shares pursuant to the Plan, not less frequently than annually
         during the period such Optionee or purchaser has one or more Options or
         Stock Purchase Rights outstanding, and, in the case of an individual
         who acquires Shares pursuant to the Plan, during the period such
         individual owns such Shares, copies of annual financial statements. So
         long as the Company is not a Public Company, the Company shall not be
         required to provide such statements to key employees whose duties in
         connection with the Company assure their access to equivalent
         information.

19.      MISCELLANEOUS.

         (a)    Best Payments

                (1)     If the gross amount of any payment, benefit or
         acceleration of vesting or accrual under this Plan, either separately
         or in combination with any other payment or benefit payable by the
         Company or any of its affiliates or pursuant to a plan of the Company
         or an affiliate, would constitute a parachute payment within the
         meaning of the Code Section 280G, then the total payments and benefits
         accrued and payable under this Plan shall not exceed the amount
         necessary to maximize the amount receivable by the Employee after
         payment of all employment, income and excise taxes imposed on the
         Employee with respect to such payments or benefits.

                (2)     The Employee may elect by written notice which items of
         compensation, if any, shall be reduced so as to meet the requirements
         of Section 19(a)(1) above. If there is a dispute between the Company
         and the Employee regarding (i) the extent, if any, to which any
         payments or benefits to the Employee are parachute payments or excess
         parachute payments, under Code Section 280G, or (ii) the base amount of
         such Employee's Compensation under Code Section 280G, or (iii) the
         status of such Employee as a disqualified individual, under Code
         Section 280G, such dispute shall be resolved in the same manner as a
         claim for benefits under this Plan.


                                      -14-


<PAGE>


                (3)     Within 60 days of a Change in Control or, if later,
         within 30 days of the Employee's receiving notice of termination of
         employment from the Company or the Company's receiving notice of
         termination of employment from the Employee, either the Employee or the
         Company may request (i) a determination of the amount of any parachute
         payment, excess parachute payment, or base amount of compensation, or
         (ii) a determination of the reduction necessary to maximize the net
         receipts of the Employee as described in Section 19(a)(1) above. Any
         fees, costs or expenses incurred by the Employee in connection with
         such determinations shall be paid equally by the Employee and the
         Company.

         (b)    INSIDER RESTRICTION.

         Regarding any year in which Employee is an insider subject to any
         provisions of Section 16 of the Exchange Act, Employee shall cooperate
         fully with Company and its agents in avoiding (i) any deficiencies in
         reporting or disclosure of ownership or changes in ownership required
         to be reported under Section 16(a) of the Exchange Act and (ii) any
         short-swing trading liability under Section 16(b) of the Exchange Act.
         Company shall have no obligation to hold Employee harmless from any
         losses or liabilities attributable to Employee's failure to comply with
         or Employee's failure to cooperate with Company in complying with
         Section 16(a) and (b) of the Exchange Act or other relevant laws,
         including but not limited to Applicable Laws, with respect to the
         operation of this Plan or the issuance, management or disposition of
         securities issued under this Plan.

         (c)    COMPENSATION RESTRICTIONS

         Regarding any year in which Employee is the chief executive officer of
         the Company or is an individual acting in such a capacity or any year
         in which the total compensation of Employee for such year is required
         to be reported to shareholders under the Exchange Act by reason of
         Employee's being among the four (4) highest paid officers for such year
         (other than the chief executive officer), Employee shall cooperate
         fully with Company and its agents in avoiding (i) any deficiencies in
         reporting or disclosure of compensation required to be reported under
         the Exchange Act and (ii) any disallowance of deductions or other tax
         benefits under Section 162(m) of the Code. Company shall have no
         obligation to hold Employee harmless from any losses or liabilities
         attributable to Employee's failure to comply with any securities, tax
         or other relevant laws, including but not limited to Applicable Laws,
         with respect to the operation of this Plan or the issuance, management
         or disposition of securities issued under this Plan.

         (d)    ASSUMPTION OF TRIBEWORKS, INC. OPTIONS

         Effective upon the merger of Tribeworks Acquisition Corp., a Delaware
         Corporation and a wholly owned subsidiary of the Company, into
         Tribeworks, Inc., the Company shall assume unexercised Tribeworks, Inc.
         options that have not yet lapsed under the Tribeworks, Inc. 1999 Equity
         Incentive Plan. The Company shall issue one share of its Common Stock
         upon the exercise of each Tribeworks, Inc. option in accordance with
         the provisions of this Plan. Neither the merger of Tribeworks
         Acquisition Corp. into Tribeworks, Inc., nor any related change in the
         capital structure of Tribeworks, Inc. or the Company shall require any
         adjustment to the number or price of shares of stock subject to Options
         or Stock Purchase Rights under Section 12 of the Tribeworks, Inc. 1999
         Equity Incentive Plan or under Section 12 of this Plan.


                                      -15-