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                                                                    EXHIBIT 4.04
                                  iPLACE, INC.

                           2001 EQUITY INCENTIVE PLAN

                          As Adopted on AUGUST 24, 2001

1.  PURPOSE.  The purpose of this Plan is to provide incentives to attract,
retain and motivate eligible persons whose present and potential contributions
are important to the success of the Company, its Parent and Subsidiaries, by
offering them an opportunity to participate in the Company's future performance
through awards of Options, Restricted Stock and Stock Bonuses.  Capitalized
terms not defined in the text are defined in Section 22 hereof.  This Plan is
intended to be a written compensatory benefit plan within the meaning of Rule
701 promulgated under the Securities Act.

2.  SHARES SUBJECT TO THE PLAN.

    2.1  Number of Shares Available. Subject to Sections 2.2 and 17 hereof, the
         total number of Shares reserved and available for grant and issuance
         pursuant to this Plan will be 1,800,000 Shares. In addition, additional
         Shares will be available for grant and issuance under this Plan
         pursuant to the following two sentences. Subject to Sections 2.2 and 17
         hereof, Shares subject to Awards previously granted will again be
         available for grant and issuance in connection with future Awards under
         this Plan to the extent such Shares: (i) cease to be subject to
         issuance upon exercise of an Option, other than due to exercise of such
         Option; (ii) are subject to an Award granted hereunder, but the Shares
         subject to such Award are forfeited or are repurchased by the Company
         at the original issue price; or (iii) are subject to an Award that
         otherwise terminates without Shares being issued. At all times the
         Company will reserve and keep available a sufficient number of Shares
         as will be required to satisfy the requirements of all Awards granted
         and outstanding under this Plan.

    2.2  Adjustment of Shares. In the event of a dividend or other distribution
         (whether in the form of cash, Common Stock of the Company, other
         securities, or other property), recapitalization, reclassification,
         stock split, reverse stock split, reorganization, merger,
         consolidation, split-up, spin-off, combination, repurchase,
         liquidation, dissolution, or sale, transfer, exchange or other
         disposition of all or substantially all of the assets of the Company,
         or exchange of Common Stock or other securities of the Company,
         issuance of warrants or other rights to purchase Shares or other
         securities of the Company, or other similar corporate transaction or
         event, then (a) the number of Shares reserved for issuance under this
         Plan, (b) the Exercise Prices of and number of Shares subject to
         outstanding Options, and (c) the number of Shares subject to other
         outstanding Awards will be proportionately adjusted, subject to any
         required action by the Board or the stockholders of the Company and
         compliance with applicable securities laws; provided, however, that
         fractions of a Share will not be issued but will either be replaced by
         a cash payment equal to the Fair Market Value of such fraction of a
         Share or will be rounded up to the nearest whole Share, as determined
         by the Committee.

3.  ELIGIBILITY.  ISOs (as defined in Section 5 hereof) may be granted only to
employees (including officers and directors who are also employees) of the
Company or of a Parent or Subsidiary of the Company.  All other Awards may be
granted to employees, officers, directors, consultants, independent contractors
and advisers of the Company or any Parent or Subsidiary of the Company; provided
such consultants, contractors and advisers render bona fide services not in
connection with the offer and sale of securities in a capital-raising
transaction.  No person will be eligible to receive more than 520,000 Shares in
any calendar year under this Plan pursuant to the grant of Awards hereunder.  A
person may be granted more than one Award under this Plan.

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4.  ADMINISTRATION.

    4.1  Committee Authority. This Plan will be administered by the Committee or
         the Board if no Committee is created by the Board. Subject to the
         general purposes, terms and conditions of this Plan, and to the
         direction of the Board, the Committee will have full power to implement
         and carry out this Plan. Without limitation, the Committee will have
         the authority to:

         (a)  construe and interpret this Plan, any Award Agreement and any
              other agreement or document executed pursuant to this Plan;

         (b)  prescribe, amend and rescind rules and regulations relating to
              this Plan;

         (c)  approve persons to receive Awards;

         (d)  determine the form and terms of Awards;

         (e)  determine the number of Shares or other consideration subject to
              Awards;

         (f)  determine whether Awards will be granted singly, in combination
              with, in tandem with, in replacement of, or as alternatives to,
              other Awards under this Plan or awards under any other incentive
              or compensation plan of the Company or any Parent or Subsidiary of
              the Company;

         (g)  grant waivers of any conditions of this Plan or any Award;

         (h)  determine the terms of vesting, exerciseability and payment of
              Awards;

         (i)  correct any defect, supply any omission, or reconcile any
              inconsistency in this Plan, any Award, any Award Agreement or any
              Exercise Agreement:

         (j)  determine whether an Award has been earned; and

         (k)  make all other determinations necessary or advisable for the
              administration of this Plan.

    4.2  Committee Discretion. Unless in contravention of any express terms of
         this Plan or Award, any determination made by the Committee with
         respect to any Award will be made in its sole discretion either (i) at
         the time of grant of the Award, or (ii) subject to Section 5.9 hereof,
         at any later time. Any such determination will be final and binding on
         the Company and on all persons having an interest in any Award under
         this Plan. The Committee may delegate to one or more officers of the
         Company the authority to grant an Award under this Plan to Participants
         who are not Insiders of the Company.

5.  OPTIONS.  The Committee may grant Options to eligible persons described in
Section 3 hereof and will determine whether such Options will be Incentive Stock
Options within the meaning of the Code ("ISOS") or Nonqualified Stock Options
("NQSOs"), the number of Shares subject to the Option, the Exercise Price of the
Option, the period during which the Option may be exercised, and all other terms
and conditions of the Option, subject to the following:

    5.1  Form of Option Grant. Each Option granted under this Plan will be
         evidenced by an Award Agreement which will expressly identify the
         Option as an ISO or an NQSO ("STOCK OPTION AGREEMENT"), and will be in
         such form and contain such provisions (which need not be the same

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         for each Participant) as the Committee may from time to time approve,
         and which will comply with and be subject to the terms and conditions
         of this Plan.

    5.2  Date of Grant. The date of grant of an Option will be the date on which
         the Committee makes the determination to grant such Option, unless a
         later date is otherwise specified by the Committee. The Stock Option
         Agreement and a copy of this Plan will be delivered to the Participant
         within a reasonable time after the granting of the Option.

    5.3  Exercise Period. Options may be exercisable within the times or upon
         the events determined by the Committee as set forth in the Stock Option
         Agreement governing such Option; provided, however, that no Option will
         be exercisable after the expiration of ten (10) years from the date the
         Option is granted; and provided further that no ISO granted to a person
         who directly or by attribution owns more than ten percent (10%) of the
         total combined voting power of all classes of stock of the Company or
         of any Parent or Subsidiary of the Company ("TEN PERCENT STOCKHOLDER")
         will be exercisable after the expiration of five (5) years from the
         date the ISO is granted. The Committee also may provide for Options to
         become exercisable at one time or from time to time, periodically or
         otherwise, in such number of Shares or percentage of Shares as the
         Committee determines.

    5.4  Exercise Price. The Exercise Price of an Option will be determined by
         the Committee when the Option is granted and may not be less than
         eighty-five percent (85%) of the Fair Market Value of the Shares on the
         date of grant; provided that (i) the Exercise Price of an ISO will not
         be less than one hundred percent (100%) of the Fair Market Value of the
         Shares on the date of grant and (ii) the Exercise Price of any Option
         granted to a Ten Percent Stockholder will not be less than one hundred
         ten percent (110%) of the Fair Market Value of the Shares on the date
         of grant. Payment for the Shares purchased must be made in accordance
         with Section 7 hereof.

    5.5  Method of Exercise. Options may be exercised only by delivery to the
         Company of a written stock option exercise agreement (the "EXERCISE
         AGREEMENT") in a form approved by the Committee (which need not be the
         same for each Participant). The Exercise Agreement will state (i) the
         number of Shares being purchased, (ii) the restrictions imposed on the
         Shares purchased under such Exercise Agreement, if any, and (iii) such
         representations and agreements regarding Participant's investment
         intent and access to information and other matters, if any, as may be
         required or desirable by the Company to comply with applicable
         securities laws. Participant shall execute and deliver to the Company
         the Exercise Agreement together with payment in full of the Exercise
         Price, and any applicable taxes, for the number of Shares being
         purchased.

    5.6  Termination. Subject to earlier termination pursuant to Sections 18 and
         19 hereof and notwithstanding the exercise periods set forth in the
         Stock Option Agreement, exercise of an Option will always be subject to
         the following:

         (a)  If the Participant is Terminated for any reason other than death,
              Disability or for Cause, then the Participant may exercise such
              Participant's Options only to the extent that such Options are
              exercisable upon the Termination Date. Such Options must be
              exercised by the Participant, if at all, as to all or some of the
              Vested Shares calculated as of the Termination Date, within three
              (3) months after the Termination Date (or within such shorter time
              period, not less than thirty (30) days, or within such longer time
              period, not exceeding five (5) years, after the Termination Date
              as may be determined by the

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              Committee, with any exercise beyond three (3) months after the
              Termination Date deemed to be an NQSO) but in any event, no later
              than the expiration date of the Options.

         (b)  If the Participant is Terminated because of Participant's death or
              Disability (or the Participant dies within three (3) months after
              a Termination other than for Cause), then Participant's Options
              may be exercised only to the extent that such Options are
              exercisable by Participant on the Termination Date. Such options
              must be exercised by Participant (or Participant's legal
              representative or authorized assignee), if at all, as to all or
              some of the Vested Shares calculated as of the Termination Date,
              within twelve (12) months after the Termination Date (or within
              such shorter time period, not less than six (6) months, or within
              such longer time period, not exceeding five (5) years, after the
              Termination Date as may be determined by the Committee, with any
              exercise beyond (i) three (3) months after the Termination Date
              when the Termination is for any reason other than the
              Participant's death or disability, within the meaning of Section
              22(e)(3) of the Code, or (ii) twelve (12) months after the
              Termination Date when the Termination is for Participant's
              disability, within the meaning of Section 22(e)(3) of the Code,
              deemed to be an NQSO) but in any event no later than the
              expiration date of the Options.

         (c)  Notwithstanding the provisions in paragraph 5.6(a) above, if a
              Participant is terminated for Cause, then the Participant, the
              Participant's estate or such other person who may then hold the
              Options may exercise such Participant's Options, only to the
              extent that such Option would have been exercisable upon the
              Termination Date, no later than one month after the Termination
              Date, but in any event, no later than the expiration date of the
              Options. In making such determination, the Board shall give the
              Participant an opportunity to present to the Board evidence on his
              behalf. For the purpose of this paragraph, termination of service
              shall be deemed to occur on the date when the Company dispatches
              notice or advice to the Participant that his service is
              terminated.

    5.7  Limitations on Exercise. The Committee may specify a reasonable minimum
         number of Shares that may be purchased on any exercise of an Option,
         provided that such minimum number will not prevent Participant from
         exercising the Option for the full number of Shares for which it is
         then exercisable.

    5.8  Limitations on ISOs. The aggregate Fair Market Value (determined as of
         the date of grant) of Shares with respect to which ISOs are exercisable
         for the first time by a Participant during any calendar year (under
         this Plan or under any other incentive stock option plan of the Company
         or any Parent or Subsidiary of the Company) will not exceed One Hundred
         Thousand Dollars ($100,000). If the Fair Market Value of Shares on the
         date of grant with respect to which ISOs are exercisable for the first
         time by a Participant during any calendar year exceeds One Hundred
         Thousand Dollars ($100,000), then the Options for the first One Hundred
         Thousand Dollars ($100,000) worth of Shares to become exercisable in
         such calendar year will be ISOs and the Options for the amount in
         excess of One Hundred Thousand Dollars ($100,000) that become
         exercisable in that calendar year will be NQSOs. In the event that the
         Code or the regulations promulgated thereunder are amended after the
         Effective Date (as defined in Section 18 hereof) to provide for a
         different limit on the Fair Market Value of Shares permitted to be
         subject to ISOs, then such different limit will be automatically
         incorporated herein and will apply to any Options granted after the
         effective date of such amendment.

    5.9  Modification, Extension or Renewal. The Committee may modify, extend or
         renew outstanding Options and authorize the grant of new Options in
         substitution therefor, provided that any such

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         action may not, without the written consent of a Participant, impair
         any of such Participant's rights under any Option previously granted.
         Any outstanding ISO that is modified, extended, renewed or otherwise
         altered will be treated in accordance with Section 424(h) of the Code.
         Subject to Section 5.10 hereof, the Committee may reduce the Exercise
         Price of outstanding Options without the consent of Participants by a
         written notice to them; provided, however, that the Exercise Price may
         not be reduced below the minimum Exercise Price that would be permitted
         under Section 5.4 hereof for Options granted on the date the action is
         taken to reduce the Exercise Price; provided, further, that the
         Exercise Price will not be reduced below the par value of the Shares,
         if any.

    5.10 No Disqualification. Notwithstanding any other provision in this Plan,
         no term of this Plan relating to ISOs will be interpreted, amended or
         altered, nor will any discretion or authority granted under this Plan
         be exercised, so as to disqualify this Plan under Section 422 of the
         Code or, without the consent of the Participant, to disqualify any
         Participant's ISO under Section 422 of the Code.

6.  RESTRICTED STOCK.  A Restricted Stock Award is an offer by the Company to
sell to an eligible person Shares that are subject to certain specified
restrictions.  The Committee will determine to whom an offer will be made, the
number of Shares the person may purchase, the Purchase Price, the restrictions
to which the Shares will be subject, and all other terms and conditions of the
Restricted Stock Award, subject to the following:

    6.1  Form of Restricted Stock Award. All purchases under a Restricted Stock
         Award made pursuant to this Plan will be evidenced by an Award
         Agreement ("RESTRICTED STOCK PURCHASE AGREEMENT") that will be in such
         form (which need not be the same for each Participant) as the Committee
         will from time to time approve, and will comply with and be subject to
         the terms and conditions of this Plan. The Restricted Stock Award will
         be accepted by the Participant's execution and delivery of the
         Restricted Stock Purchase Agreement and full payment for the Shares to
         the Company within thirty (30) days from the date the Restricted Stock
         Purchase Agreement is delivered to the person. If such person does not
         execute and deliver the Restricted Stock Purchase Agreement along with
         full payment for the Shares to the Company within such thirty (30)
         days, then the offer will terminate, unless otherwise determined by the
         Committee.

    6.2  Purchase Price. The Purchase Price of Shares sold pursuant to a
         Restricted Stock Award will be determined by the Committee and will be
         at least eighty-five percent (85%) of the Fair Market Value of the
         Shares on the date the Restricted Stock Award is granted or at the time
         the purchase is consummated, except in the case of a sale to a Ten
         Percent Stockholder, in which case the Purchase Price will be one
         hundred percent (100%) of the Fair Market Value on the date the
         Restricted Stock Award is granted or at the time the purchase is
         consummated. Payment of the Purchase Price must be made in accordance
         with Section 8 hereof.

    6.3  Terms of Restricted Stock Awards. Restricted Stock Awards shall be
         subject to such restrictions as the Committee may impose. These
         restrictions may be based upon completion of a specified number of
         years of service with the Company or upon completion of the performance
         goals as set out in advance in the Participant's individual Restricted
         Stock Purchase Agreement. Restricted Stock Awards may vary from
         Participant to Participant and between groups of Participants. Prior to
         the grant of a Restricted Stock Award, the Committee shall: (a)
         determine the nature, length and starting date of any Performance
         Period for the Restricted Stock Award; (b) select from among the
         Performance Factors to be used to measure performance goals, if any;
         and (c) determine the number of Shares that may be awarded to the
         Participant. Prior to the

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         payment of any Restricted Stock Award, the Committee shall determine
         the extent to which such Restricted Stock Award has been earned.
         Performance Periods may overlap and Participants may participate
         simultaneously with respect to Restricted Stock Awards that are subject
         to different Performance Periods and having different performance goals
         and other criteria.

    6.4  Termination During Performance Period. If a Participant is Terminated
         during a Performance Period for any reason, then such Participant will
         be entitled to payment (whether in Shares, cash or otherwise) with
         respect to the Restricted Stock Award only to the extent earned as of
         the date of Termination in accordance with the Restricted Stock
         Purchase Agreement, unless the Committee will determine otherwise.

7.  STOCK BONUSES.

    7.1  Awards of Stock Bonuses. A Stock Bonus is an award of Shares (which may
         consist of Restricted Stock) for services rendered to the Company or
         any Parent or Subsidiary of the Company. A Stock Bonus may be awarded
         for past services already rendered to the Company, or any Parent or
         Subsidiary of the Company pursuant to an Award Agreement (the "Stock
         Bonus Agreement") that will be in such form (which need not be the same
         for each Participant) as the Committee will from time to time approve,
         and will comply with and be subject to the terms and conditions of this
         Plan. A Stock Bonus may be awarded upon satisfaction of such
         performance goals as are set out in advance in the Participant's
         individual Award Agreement (the "Performance Stock Bonus Agreement")
         that will be in such form (which need not be the same for each
         Participant) as the Committee will from time to time approve, and will
         comply with and be subject to the terms and conditions of this Plan.
         Stock Bonuses may vary from Participant to Participant and between
         groups of Participants, and may be based upon the achievement of the
         Company, Parent or Subsidiary and/or individual performance factors or
         upon such other criteria as the Committee may determine.

    7.2  Terms of Stock Bonuses. The Committee will determine the number of
         Shares to be awarded to the Participant. If the Stock Bonus is being
         earned upon the satisfaction of performance goals pursuant to a
         Performance Stock Bonus Agreement, then the Committee will: (a)
         determine the nature, length and starting date of any Performance
         Period for each Stock Bonus; (b) select from among the Performance
         Factors to be used to measure the performance, if any; and (c)
         determine the number of Shares that may be awarded to the Participant.
         Prior to the payment of any Stock Bonus, the Committee shall determine
         the extent to which such Stock Bonuses have been earned. Performance
         Periods may overlap and Participants may participate simultaneously
         with respect to Stock Bonuses that are subject to different Performance
         Periods and different performance goals and other criteria. The number
         of Shares may be fixed or may vary in accordance with such performance
         goals and criteria as may be determined by the Committee. The Committee
         may adjust the performance goals applicable to the Stock Bonuses to
         take into account changes in law and accounting or tax rules and to
         make such adjustments as the Committee deems necessary or appropriate
         to reflect the impact of extraordinary or unusual items, events or
         circumstances to avoid windfalls or hardships.

    7.3  Form of Payment. The earned portion of a Stock Bonus may be paid
         currently or on a deferred basis with such interest or dividend
         equivalent, if any, as the Committee may determine. Payment may be made
         in the form of cash or whole Shares or a combination thereof, either in
         a lump sum payment or in installments, all as the Committee will
         determine.

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8.  PAYMENT FOR SHARE PURCHASES.

    8.1  Payment. Payment for Shares purchased pursuant to this Plan may be made
         in cash (by check) or, where expressly approved for the Participant by
         the Committee and where permitted by law:

         (a) by cancellation of indebtedness of the Company owed to the
             Participant;

         (b) by surrender of shares that: (i) either (A) have been owned by
             Participant for more than six (6) months and have been paid for
             within the meaning of SEC Rule 144 (and, if such shares were
             purchased from the Company by use of a promissory note, such note
             has been fully paid with respect to such shares) or (B) were
             obtained by Participant in the public market and (ii) are clear of
             all liens, claims, encumbrances or security interests;

         (c) by tender of a full recourse promissory note having such terms as
             may be approved by the Committee and bearing interest at a rate
             sufficient to avoid imputation of income under Sections 483 and
             1274 of the Code; provided, however, that Participants who are not
             employees or directors of the Company will not be entitled to
             purchase Shares with a promissory note unless the note is
             adequately secured by collateral other than the Shares;

         (d) by waiver of compensation due or accrued to the Participant from
             the Company for services rendered;

         (e) with respect only to purchases upon exercise of an Option, and
             provided that a public market for the Company's stock exists:

         through a "same day sale" commitment from the Participant and a broker-
         dealer that is a member of the National Association of Securities
         Dealers (an "NASD Dealer") whereby the Participant irrevocably elects
         to exercise the Option and to sell a portion of the Shares so purchased
         sufficient to pay the total Exercise Price, and whereby the NASD Dealer
         irrevocably commits upon receipt of such Shares to forward the total
         Exercise Price directly to the Company; or

         through a "margin" commitment from the Participant and an NASD Dealer
         whereby the Participant irrevocably elects to exercise the Option and
         to pledge the Shares so purchased to the NASD Dealer in a margin
         account as security for a loan from the NASD Dealer in the amount of
         the total Exercise Price, and whereby the NASD Dealer irrevocably
         commits upon receipt of such Shares to forward the total Exercise Price
         directly to the Company; or

         (f)  by any combination of the foregoing.

    8.2  Loan Guarantees. The Committee may, in its sole discretion, elect to
         assist the Participant in paying for Shares purchased under this Plan
         by authorizing a guarantee by the Company of a third-party loan to the
         Participant.

9.  WITHHOLDING TAXES.

    9.1  Withholding Generally. Whenever Shares are to be issued in satisfaction
         of Awards granted under this Plan, the Company may require the
         Participant to remit to the Company an amount sufficient to satisfy
         federal, state and local withholding tax requirements prior to the
         delivery of any certificate or certificates for such Shares. Whenever,
         under this Plan, payments in satisfaction of Awards are to be made in
         cash by the Company, such payment will be net of an amount sufficient
         to satisfy federal, state, and local withholding tax requirements.

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    9.2  Stock Withholding. When, under applicable tax laws, a Participant
         incurs tax liability in connection with the exercise or vesting of any
         Award that is subject to tax withholding and the Participant is
         obligated to pay the Company the amount required to be withheld, the
         Committee may in its sole discretion allow the Participant to satisfy
         the minimum withholding tax obligation by electing to have the Company
         withhold from the Shares to be issued that number of Shares having a
         Fair Market Value equal to the minimum amount required to be withheld,
         determined on the date that the amount of tax to be withheld is to be
         determined. All elections by a Participant to have Shares withheld for
         this purpose will be made in accordance with the requirements
         established by the Committee for such elections and be in writing in a
         form acceptable to the Committee.

10. PRIVILEGES OF STOCK OWNERSHIP.

    10.1 Voting and Dividends. No Participant will have any of the rights of a
         stockholder with respect to any Shares until the Shares are issued to
         the Participant. After Shares are issued to the Participant, the
         Participant will be a stockholder and have all the rights of a
         stockholder with respect to such Shares, including the right to vote
         and receive all dividends or other distributions made or paid with
         respect to such Shares; provided, that if such Shares are Restricted
         Stock, then any new, additional or different securities the Participant
         may become entitled to receive with respect to such Shares by virtue of
         a stock dividend, stock split or any other change in the corporate or
         capital structure of the Company will be subject to the same
         restrictions as the Restricted Stock. The Participant will have no
         right to retain such stock dividends or stock distributions with
         respect to Unvested Shares that are repurchased pursuant to Section 10
         hereof.

    10.2 Financial Statements. The Company will provide financial statements to
         each Participant prior to such Participant's purchase of Shares under
         this Plan, and to each Participant annually during the period such
         Participant has Awards outstanding; provided, however, the Company will
         not be required to provide such financial statements to Participants
         whose services in connection with the Company assure them access to
         equivalent information.

    10.3 Restrictions on Shares. At the discretion of the Committee, the Company
         may reserve to itself and/or its assignee(s) in the Award Agreement a
         right to repurchase a portion of or all Unvested Shares held by a
         Participant following such Participant's Termination at any time within
         ninety (90) days after the later of Participant's Termination Date and
         the date Participant purchases Shares under this Plan, for cash and/or
         cancellation of purchase money indebtedness, at the Participant's
         Exercise Price or Purchase Price, as the case may be.

11. TRANSFERABILITY.

    11.1 Except as otherwise provided in this Section 11, Awards granted under
         this Plan, and any interest therein, will not be transferable or
         assignable by Participant, and may not be made subject to execution,
         attachment or similar process, otherwise than by will or by the laws of
         descent and distribution or as determined by the Committee and set
         forth in the Award Agreement with respect to Awards that are not ISOs.

    11.2 All Awards other than NQSO's. All Awards other than NQSO's shall be
         exercisable: (i) during the Participant's lifetime, only by (A) the
         Participant, or (B) the Participant's guardian or legal representative;
         and (ii) after Participant's death, by the legal representative of the
         Participant's heirs or legatees.

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     11.3  NQSOs. Unless otherwise restricted by the Committee, an NQSO shall be
           exercisable: (i) during the Participant's lifetime only by (A) the
           Participant, (B) the Participant's guardian or legal representative,
           (C) a Family Member of the Participant who has acquired the NQSO by
           "permitted transfer;" and (ii) after Participant's death, by the
           legal representative of the Participant's heirs or legatees.
           "Permitted transfer" means, as authorized by this Plan and the
           Committee in an NQSO, any transfer effected by the Participant during
           the Participant's lifetime of an interest in such NQSO but only such
           transfers which are by gift or domestic relations order. A permitted
           transfer does not include any transfer for value and neither of the
           following are transfers for value: (a) a transfer of under a domestic
           relations order in settlement of marital property rights or (b) a
           transfer to an entity in which more than fifty percent of the voting
           interests are owned by Family Members or the Participant in exchange
           for an interest in that entity.

12.  CERTIFICATES.  All certificates for Shares or other securities delivered
under this Plan will be subject to such stock transfer orders, legends and other
restrictions as the Committee may deem necessary or advisable, including
restrictions under any applicable federal, state or foreign securities law, or
any rules, regulations and other requirements of the SEC or any stock exchange
or automated quotation system upon which the Shares may be listed or quoted.

13.  ESCROW; PLEDGE OF SHARES.  To enforce any restrictions on a Participant's
Shares, the Committee may require the Participant to deposit all certificates
representing Shares, together with stock powers or other instruments of transfer
approved by the Committee, appropriately endorsed in blank, with the Company or
an agent designated by the Company to hold in escrow until such restrictions
have lapsed or terminated.  The Committee may cause a legend or legends
referencing such restrictions to be placed on the certificates.  Any Participant
who is permitted to execute a promissory note as partial or full consideration
for the purchase of Shares under this Plan will be required to pledge and
deposit with the Company all or part of the Shares so purchased as collateral to
secure the payment of Participant's obligation to the Company under the
promissory note; provided, however, that the Committee may require or accept
other or additional forms of collateral to secure the payment of such obligation
and, in any event, the Company will have full recourse against the Participant
under the promissory note notwithstanding any pledge of the Participant's Shares
or other collateral.  In connection with any pledge of the Shares, Participant
will be required to execute and deliver a written pledge agreement in such form
as the Committee will from time to time approve.  The Shares purchased with the
promissory note may be released from the pledge on a pro rata basis as the
promissory note is paid.

14.  EXCHANGE AND BUYOUT OF AWARDS.  The Committee may, at any time or from time
to time, authorize the Company, with the consent of the respective Participants,
to issue new Awards in exchange for the surrender and cancellation of any or all
outstanding Awards.  The Committee may at any time buy from a Participant an
Award previously granted with payment in cash, shares of Common Stock of the
Company (including Restricted Stock) or other consideration, based on such terms
and conditions as the Committee and the Participant may agree.

15.  SECURITIES LAW AND OTHER REGULATORY COMPLIANCE.  An Award will not be
effective unless such Award is in compliance with all applicable federal and
state securities laws, rules and regulations of any governmental body, and the
requirements of any stock exchange or automated quotation system upon which the
Shares may then be listed or quoted, as they are in effect on the date of grant
of the Award and also on the date of exercise or other issuance.
Notwithstanding any other provision in this Plan, the Company will have no
obligation to issue or deliver certificates for Shares under this Plan prior to
(i) obtaining any approvals from governmental agencies that the Company
determines are necessary or advisable, and/or (ii) compliance with any
exemption, completion of any registration or other qualification of such Shares
under any

                                       9
<PAGE>

state or federal law or ruling of any governmental body that the Company
determines to be necessary or advisable. The Company will be under no obligation
to register the Shares with the SEC or to effect compliance with the exemption,
registration, qualification or listing requirements of any state securities
laws, stock exchange or automated quotation system, and the Company will have no
liability for any inability or failure to do so.

16.  NO OBLIGATION TO EMPLOY.  Nothing in this Plan or any Award granted under
this Plan will confer or be deemed to confer on any Participant any right to
continue in the employ of, or to continue any other relationship with, the
Company or any Parent or Subsidiary of the Company or limit in any way the right
of the Company or any Parent or Subsidiary of the Company to terminate
Participant's employment or other relationship at any time, with or without
Cause.

17.  CORPORATE TRANSACTIONS.

     17.1  Assumption or Replacement of Awards by Successor. In the event of (a)
           a dissolution or liquidation of the Company, (b) a merger or
           consolidation in which the Company is not the surviving corporation
           (other than a merger or consolidation with a wholly-owned subsidiary,
           a reincorporation of the Company in a different jurisdiction, or
           other transaction in which there is no substantial change in the
           stockholders of the Company or their relative stock holdings and the
           Awards granted under this Plan are assumed, converted or replaced by
           the successor corporation, which assumption will be binding on all
           Participants), (c) a merger in which the Company is the surviving
           corporation but after which the stockholders of the Company
           immediately prior to such merger (other than any stockholder that
           merges, or which owns or controls another corporation that merges,
           with the Company in such merger) cease to own their shares or other
           equity interest in the Company, (d) the sale of substantially all of
           the assets of the Company, or (e) the acquisition, sale, or transfer
           of more than 50% of the outstanding shares of capital stock of the
           Company by tender offer or similar transaction, any or all
           outstanding Awards may be assumed, converted or replaced by the
           successor or acquiring corporation (if any), or a parent or
           subsidiary thereof, or shall be substituted for by similar options,
           rights or awards covering the stock of the successor or survivor
           corporation, or a parent or subsidiary thereof, with appropriate
           adjustments as to the number and kind of shares and prices, which
           assumption, conversion or replacement will be binding on all
           Participants. In the alternative, the successor or acquiring
           corporation may substitute equivalent Awards or provide substantially
           similar consideration to Participants as was provided to stockholders
           (after taking into account the existing provisions of the Awards).
           The successor or acquiring corporation may also issue, in place of
           outstanding Shares of the Company held by the Participants,
           substantially similar shares or other property subject to repurchase
           restrictions no less favorable to the Participant. In the event such
           successor or acquiring corporation (if any) refuses to assume or
           substitute Awards, as provided above, pursuant to a transaction
           described in this Subsection 17.1, such Awards will expire on such
           transaction at such time and on such conditions as the Committee will
           determine. Notwithstanding anything in this Plan to the contrary, the
           Committee may, in its sole discretion, provide that the vesting of
           any or all Awards granted pursuant to this Plan will accelerate upon
           a transaction described in this Section 17. If the Committee
           exercises such discretion with respect to Options, such Options will
           become exercisable in full prior to the consummation of such event at
           such time and on such conditions as the Committee determines, and if
           such Options are not exercised prior to the consummation of the
           corporate transaction, they shall terminate at such time as
           determined by the Committee.

     Without limiting the generality of the foregoing, as soon as practicable
     following the consummation of the Homestore Acquisition, this Plan shall be
     assumed by Homestore.com and the then outstanding

                                       10
<PAGE>

     Awards under the Plan shall be exchanged for options to purchase shares of
     common stock of Homestore.com at the exchange ratio of .1932 Homestore
     Options for each iPlace Option issued pursuant to this Plan; provided,
     however, that if the Homestore Acquisition does not occur, all Awards
     issued hereunder shall be forfeited.

     17.2  [Reserved].

     17.3  Assumption of Awards by the Company. The Company, from time to time,
           also may substitute or assume outstanding awards granted by another
           company, whether in connection with an acquisition of such other
           company or otherwise, by either; (a) granting an Award under this
           Plan in substitution of such other company's award; or (b) assuming
           such award as if it had been granted under this Plan if the terms of
           such assumed award could be applied to an Award granted under this
           Plan. Such substitution or assumption will be permissible if the
           holder of the substituted or assumed award would have been eligible
           to be granted an Award under this Plan if the other company had
           applied the rules of this Plan to such grant. In the event the
           Company assumes an award granted by another company, the terms and
           conditions of such award will remain unchanged (except that the
           exercise price and the number and nature of Shares issuable upon
           exercise of any such option will be adjusted appropriately pursuant
           to Section 424(a) of the Code). In the event the Company elects to
           grant a new Option rather than assuming an existing option, such new
           Option may be granted with a similarly adjusted Exercise Price.

     17.4  Effect of Homestore Acquisition. Notwithstanding any other provision
           in this Plan to the contrary, from and after the consummation of the
           Homestore Acquisition, the following restrictions shall apply with
           respect to the grant of Awards under this plan:

           (a)  ISOs may not be granted under this Plan; and

           (b)  Except as provided in the following sentence, no member of the
                Board nor any Officer may be granted Awards under this Plan.
                Notwithstanding the preceding sentence, an Officer may be
                granted an Award under this Plan if he or she is granted such
                Award in connection with his or her initial commencement of
                employment with the Company and such grant is an essential
                inducement to his or her entering into a contract of employment
                with the Company.

18.  ADOPTION AND STOCKHOLDER APPROVAL.  This Plan will become effective upon
adoption by the Board (the "Effective Date").  This Plan shall be approved by
the stockholders of the Company (excluding Shares issued pursuant to this Plan),
consistent with applicable laws, within twelve (12) months before or after the
date this Plan is adopted by the Board.  Upon the Effective Date, the Committee
may grant Awards pursuant to this Plan; provided, however, that: (a) no Option
may be exercised prior to initial stockholder approval of this Plan; (b) no
Option granted pursuant to an increase in the number of Shares subject to this
Plan approved by the Board will be exercised prior to the time such increase has
been approved by the stockholders of the Company; (c) in the event that initial
stockholder approval is not obtained within the time period provided herein, all
Awards granted hereunder shall be cancelled, any Shares issued pursuant to any
Awards shall be cancelled and any purchase of Shares issued hereunder shall be
rescinded; and (d) in the event that stockholder approval of such increase is
not obtained within the time period provided herein, all Awards granted pursuant
to such increase will be cancelled, any Shares issued pursuant to any Award
granted pursuant to such increase will be cancelled, and any purchase of Shares
pursuant to such increase will be rescinded.

19.  TERM OF PLAN/GOVERNING LAW.  Unless earlier terminated as provided herein,
this Plan will terminate ten (10) years from the Effective Date or, if earlier,
the date of stockholder approval.  This Plan and

                                       11
<PAGE>

all agreements hereunder shall be governed by and construed in accordance with
the laws of the State of California.

20.  AMENDMENT OR TERMINATION OF PLAN.  The Board may at any time terminate or
amend this Plan in any respect, including without limitation amendment of any
form of Award Agreement or instrument to be executed pursuant to this Plan;
provided, however, that the Board will not, without the approval of the
stockholders of the Company, amend this Plan in any manner that requires such
stockholder approval.

21.  NONEXCLUSIVITY OF THE PLAN.  Neither the adoption of this Plan by the
Board, the submission of this Plan to the stockholders of the Company for
approval, nor any provision of this Plan will be construed as creating any
limitations on the power of the Board to adopt such additional compensation
arrangements as it may deem desirable, including, without limitation, the
granting of stock options and other equity awards otherwise than under this
Plan, and such arrangements may be either generally applicable or applicable
only in specific cases.

22.  DEFINITIONS.  As used in this Plan, the following terms will have the
following meanings:

     "AWARD" means any award under this Plan, including any Option, Restricted
Stock Award, or Stock Bonus.

     "AWARD AGREEMENT" means, with respect to each Award, the signed written
agreement between the Company and the Participant setting forth the terms and
conditions of the Award, including the Stock Option Agreement and Restricted
Stock Agreement.

     "BOARD" means the Board of Directors of the Company.

     "CAUSE" means the commission of an act of theft, embezzlement, fraud,
dishonesty or a breach of fiduciary duty to the Company or a Parent or
Subsidiary of the Company.

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

     "COMMITTEE" means the committee created and appointed by the Board to
administer this Plan, or if no committee is created and appointed, the Board.

     "COMPANY" means iPlace, Inc.

     "DISABILITY" means a disability, whether temporary or permanent, partial or
total, as determined by the Committee.  For ISO purposes, "Disability" means a
disability within the meaning of Code Section 22(e)(3).

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

     "EXERCISE PRICE" means the price at which a holder of an Option may
purchase the Shares issuable upon exercise of the Option.

     "FAIR MARKET VALUE" means, as of any date, the value of a share of the
Company's Common Stock determined as follows:

     (a)  if such Common Stock is then quoted on the Nasdaq National Market, its
          closing price on the Nasdaq National Market on the date of
          determination as reported in The Wall Street Journal;

                                       12
<PAGE>

     (b)  if such Common Stock is publicly traded and is then listed on a
          national securities exchange, its closing price on the date of
          determination on the principal national securities exchange on which
          the Common Stock is listed or admitted to trading as reported in The
          Wall Street Journal;

     (c)  if such Common Stock is publicly traded but is not quoted on the
          Nasdaq National Market nor listed or admitted to trading on a national
          securities exchange, the average of the closing bid and asked prices
          on the date of determination as reported by The Wall Street Journal;
          or in the case of an Award made on the IPO Effective Date, the price
          per share at which shares of the Company's Common Stock are initially
          offered for sale to the public by the Company's underwriters in the
          initial public offering of the Company's Common Stock pursuant to a
          registration statement filed with the SEC under the Securities Act; or

     (d)  in the case of an Award made on the IPO Effective Date, the price per
          share at which shares of the Company's Common Stock are initially
          offered for sale to the public by the Company's underwriters in the
          initial public offering of the Company's Common Stock pursuant to a
          registration statement filed with the SEC under the Securities Act; or

     (e)  if none of the foregoing is applicable, by the Committee in good
          faith.

     "FAMILY MEMBER" includes any of the following:

     (a)  child, stepchild, grandchild, parent, stepparent, grandparent, spouse,
          former spouse, sibling, niece, nephew, mother-in-law, father-in-law,
          son-in-law, daughter-in-law, brother-in-law, or sister-in-law of the
          Participant, including any such person with such relationship to the
          Participant by adoption;

     (b)  any person (other than a tenant or employee) sharing the Participant's
          household;

     (c)  a trust in which the persons in (a) and (b) have more than fifty
          percent of the beneficial interest;

     (d)  a foundation in which the persons in (a) and (b) or the Participant
          control the management of assets;

     (e)  any other entity in which the persons in (a) and (b) or the
          Participant own more than fifty percent of the voting interest.

     "HOMESTORE ACQUISITION" means the purchase of the outstanding shares of the
Company's Common Stock and the entire issued share capital of iPlace, Inc. by
Homestore.com, Inc. or its subsidiary pursuant to a purchase or merger
agreement.

     "INSIDER" means an officer or director of the Company or any other person
whose transactions in the Company's Common Stock are subject to Section 16 of
the Exchange Act.

     "OFFICER" means a President, Secretary, Treasurer, Chairman of the Board,
Vice President, Assistant Secretary or Assistant Treasurer of the Company, as
such positions are described in the Company's Bylaws, any other person
designated an "officer" of the Company by the Board in accordance with the
Company's Bylaws or any person who is an "officer" within the meaning of Rule
16a-1(f) under the Exchange Act or Nasdaq Rule 4460(i).

                                       13
<PAGE>

     "OPTION" means an award of an option to purchase Shares pursuant to Section
5 hereof.

     "PARENT" means any corporation (other than the Company) in an unbroken
chain of corporations ending with the Company if each of such corporations other
than the Company owns stock representing fifty percent (50%) or more of the
total combined voting power of all classes of stock in one of the other
corporations in such chain.

     "PARTICIPANT" means a person who receives an Award under this Plan.

     "PERFORMANCE FACTORS" means the factors selected by the Committee from
among the following measures to determine whether the performance goals
established by the Committee and applicable to Awards have been satisfied:

     (a)  Net revenue and/or net revenue growth;

     (b)  Earnings before income taxes and amortization and/or earnings before
          income taxes and amortization growth;

     (c)  Operating income and/or operating income growth;

     (d)  Net income and/or net income growth;

     (e)  Earnings per share and/or earnings per share growth;

     (f)  Total stockholder return and/or total stockholder return growth;

     (g)  Return on equity;

     (h)  Operating cash flow return on income;

     (i)  Adjusted operating cash flow return on income;

     (j)  Economic value added; and

     (k)  Individual confidential business objectives.

     "PERFORMANCE PERIOD" means the period of service determined by the
Committee, not to exceed five years, during which years of service or
performance is to be measured for Restricted Stock Awards or Stock Bonuses.

     "PLAN" means this iPlace, Inc. 2001 Equity Incentive Plan, as amended from
time to time.

     "PURCHASE PRICE" means the price at which a Participant may purchase
Restricted Stock.

     "RESTRICTED STOCK" means Shares purchased pursuant to a Restricted Stock
Award.

     "RESTRICTED STOCK AWARD" means an award of Shares pursuant to Section 6
hereof.

     "SEC" means the Securities and Exchange Commission.

     "SECURITIES ACT" means the Securities Act of 1933, as amended.

                                       14
<PAGE>

     "SHARES" means shares of the Company's Common Stock, par value $0.001 per
share reserved for issuance under this Plan, as adjusted pursuant to Sections 2
and 17 hereof, and any successor security.

     "STOCK BONUS" means an award of Shares, or cash in lieu of Shares, pursuant
to Section 7.

     "SUBSIDIARY" means any corporation (other than the Company) in an unbroken
chain of corporations beginning with the Company if each of the corporations
other than the last corporation in the unbroken chain owns stock representing
fifty percent (50%) or more of the total combined voting power of all classes of
stock in one of the other corporations in such chain.

     "TERMINATION" or "TERMINATED" means, for purposes of this Plan with respect
to a Participant, that the Participant has for any reason ceased to provide
services as an employee, officer, director, consultant, independent contractor
or adviser to the Company or a Parent or Subsidiary of the Company.  A
Participant will not be deemed to have ceased to provide services in the case of
(i) sick leave, (ii) military leave, or (iii) any other leave of absence
approved by the Committee, provided that such leave is for a period of not more
than ninety (90) days (a) unless reinstatement (or, in the case of an employee
with an ISO, reemployment) upon the expiration of such leave is guaranteed by
contract or statute, or (b) unless provided otherwise pursuant to formal policy
adopted from time to time by the Company's Board and issued and promulgated in
writing.  In the case of any Participant on (i) sick leave, (ii) military leave
or (iii) an approved leave of absence, the Committee may make such provisions
respecting suspension of vesting of the Award while on leave from the Company or
a Parent or Subsidiary of the Company as it may deem appropriate, except that in
no event may an Option be exercised after the expiration of the term set forth
in the Stock Option Agreement.  The Committee will have sole discretion to
determine whether a Participant has ceased to provide services and the effective
date on which the Participant ceased to provide services (the "TERMINATION
DATE").

     "UNVESTED SHARES" means "Unvested Shares" as defined in the Award
Agreement.

     "VESTED SHARES" means "Vested Shares" as defined in the Award Agreement.

                                       15
<PAGE>

                                   APPENDIX A
                                       TO
                                  IPLACE, INC.
                           2001 EQUITY INCENTIVE PLAN


     To the extent an Award is made under the iPlace, Inc. (the "COMPANY")
2001 Equity Incentive Plan (the "PLAN") pursuant to the exemption provided for
in Section 25102(o) of the California Corporation's Code, the Plan shall be
deemed amended as follows:

     1.   Section 5.3 of the Plan shall include the following provision:

          Subject to earlier termination of the Option as provided herein, each
          Participant who is not an officer, director or consultant of the
          Company or of a Parent or Subsidiary of the Company shall have the
          right to exercise an Option granted hereunder at the rate of no less
          than twenty percent (20%) per year over five (5) years from the date
          such Option is granted.

     2.   Section 5.4 shall read in its entirety as follows:

          5.4  Exercise Price.  The Exercise Price of an Option will be
          determined by the Committee when the Option is granted and may not be
          less than eighty-five percent (85%) of the Fair Market Value of the
          Shares on the date of grant; provided that (i) the Exercise Price of
          an ISO will not be less than one hundred percent (100%) of the Fair
          Market Value of the Shares on the date of grant and (ii) the Exercise
          Price of any Option granted to a Ten Percent Shareholder will not be
          less than one hundred ten percent (110%) of the Fair Market Value of
          the Shares on the date of grant.  Payment for the Shares purchased
          must be made in accordance with Section 8 hereof.

     3.   Section 5.6 shall read in its entirety as follows:

          5.6  Termination.  Subject to earlier termination pursuant to Sections
          17 and 18 hereof and notwithstanding the exercise periods set forth in
          the Stock Option Agreement, exercise of an Option will always be
          subject to the following:

          (a)  If the Participant is Terminated for any reason other than death,
               Disability or for Cause, then the Participant may exercise such
               Participant's Options only to the extent that such Options are
               exercisable upon the Termination Date or as otherwise determined
               by the Committee.  Such Options must be exercised by the
               Participant, if at all, as to all or some of the Vested Shares
               calculated as of the Termination Date or such other date
               determined by the Committee, within three (3) months after the
               Termination Date (or within such shorter time period, not less
               than thirty (30) days, or within such longer time period, not
               exceeding five (5) years, after the Termination Date as may be
               determined by the Committee, with any exercise beyond three (3)
               months after the Termination Date deemed to be an NQSO) but in
               any event, no later than the expiration date of the Options.

          (b)  If the Participant is Terminated because of Participant's death
               or Disability (or the Participant dies within three (3) months
               after a Termination other than for Cause), then Participant's
               Options may be exercised only to the extent that such Options are
               exercisable by Participant on the Termination Date or as
               otherwise determined by the Committee.  Such options must be
               exercised by Participant (or Participant's legal

                                       16
<PAGE>

               representative or authorized assignee), if at all, as to all or
               some of the Vested Shares calculated as of the Termination Date
               or such other date determined by the Committee, within twelve
               (12) months after the Termination Date (or within such shorter
               time period, not less than six (6) months, or within such longer
               time period, not exceeding five (5) years, after the Termination
               Date as may be determined by the Committee, with any exercise
               beyond (i) three (3) months after the Termination Date when the
               Termination is for any reason other than the Participant's death
               or disability, within the meaning of Section 22(e)(3) of the
               Code, or (ii) twelve (12) months after the Termination Date when
               the Termination is for Participant's disability, within the
               meaning of Section 22(e)(3) of the Code, deemed to be an NQSO)
               but in any event no later than the expiration date of the
               Options.

          (c)  Notwithstanding the provisions in paragraph 5.6(a) above, if a
               Participant is terminated for Cause, then the Participant, the
               Participant's estate or such other person who may then hold the
               Options may exercise such Participant's Options, only to the
               extent that such Option would have been exercisable upon the
               Termination Date, no later than one month after the Termination
               Date, but in any event, no later than the expiration date of the
               Options.  In making such determination, the Board shall give the
               Participant an opportunity to present to the Board evidence on
               his behalf.  For the purpose of this paragraph, termination of
               service shall be deemed to occur on the date when the Company
               dispatches notice or advice to the Participant that his service
               is terminated.

     4.   Section 6.2 of the Plan shall read in its entirety as follows:

          6.2  Purchase Price.  The Purchase Price of Shares sold pursuant to a
          Restricted Stock Award will be determined by the Committee and will be
          at least eighty-five percent (85%) of the Fair Market Value of the
          Shares on the date the Restricted Stock Award is granted or at the
          time the purchase is consummated, except in the case of a sale to a
          Ten Percent Shareholder, in which case the Purchase Price will be one
          hundred percent (100%) of the Fair Market Value on the date the
          Restricted Stock Award is granted or at the time the purchase is
          consummated.  Payment of the Purchase Price must be made in accordance
          with Section 8 hereof.

     5.   Section 6.3 of the Plan shall include the following provision:

          Restricted Stock Awards may be subject to the restrictions set forth
          in Section 11 hereof or such other restrictions not inconsistent with
          Section 25102(o) of the California Corporations Code.

     6.   Section 9.2 of the Plan shall include the following provision:

          The Company will comply with Section 260.140.1 of Title 10 of the
          California Code of Regulations with respect to the voting rights of
          Common Stock.

     7.   Section 11.3 of the Plan shall read in its entirety as follows:

          11.3 Right of Repurchase.  At the discretion of the Committee, the
          Company may reserve to itself and/or its assignee(s) in the Award
          Agreement a right to repurchase Unvested Shares held by a Participant
          for cash and/or cancellation of purchase money indebtedness owed to
          the Company by the Participant following such Participant's
          Termination at any time within the later of ninety (90) days after the
          Participant's Termination Date and the date the Participant purchases
          Shares under the Plan at the Participant's Exercise Price or Purchase
          Price, as the case

                                       17
<PAGE>

          may be, provided that, unless the Participant is an officer, director
          or consultant of the Company or of a Parent or Subsidiary of the
          Company, such right of repurchase lapses at the rate of no less than
          twenty percent (20%) per year over five (5) years from: (a) the date
          of grant of the Option or (b) in the case of Restricted Stock, the
          date the Participant purchases the Shares.

     8.   A new Section 11.4 of the Plan shall be inserted in Section 11 of the
          Plan as follows:

          11.4 Financial Statements.  The Company will provide financial
          statements to each Participant annually during the period such
          Participant has Awards outstanding, or as otherwise required under
          Section 260.140.46 of Title 10 of the California Code of Regulations.
          Notwithstanding the foregoing, the Company will not be required to
          provide such financial statements to Participants when issuance is
          limited to key employees whose services in connection with the Company
          assure them access to equivalent information.

     10.  Section 19 of the Plan shall read in its entirety as follows:

          19.  TERM OF PLAN/GOVERNING LAW.  Unless earlier terminated as
provided herein, this Plan will terminate ten (10) years from the Effective Date
or, if earlier, the date of shareholder approval.  The Plan, Appendix A and all
agreements hereunder shall be governed by and construed in accordance with the
laws of the State of California.

     (the following sentence should be put at the end of Sec. 15 of the Plan)

     In the event an Award is granted to a California resident in reliance upon
Section 25102(o) of the California Corporation's Code, such grant shall be
governed by this Plan and the Appendix A, as attached hereto.

                                       18