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                                                                  Exhibit 10.20
                              JAVELIN SYSTEMS, INC.

                       1999 NON-OFFICER STOCK OPTION PLAN
                ADOPTED BY THE BOARD OF DIRECTORS APRIL 20, 1999
                        STOCKHOLDER APPROVAL NOT REQUIRED


     1.   PURPOSES.

          (a)   The purpose of the Plan is to provide a means by which
selected Employees and Consultants who are not Officers or members of the
Board of Directors of the Company may be given an opportunity to benefit from
increases in value of the Common Stock of the Company through the granting of
Nonstatutory Stock Options. Only Nonstatutory Stock Options may be granted
hereunder.

          (b)   The Company, by means of the Plan, seeks to retain the
services of persons who are Employees or Consultants at the time of grant of
an option and who are not Officers or members of the Board of Directors, to
secure and retain the services of such new Employees and Consultants, and to
provide incentives for such persons to exert maximum efforts for the success
of the Company and its Affiliates.

     2.   DEFINITIONS. As used herein, the following definitions shall apply:

          (a) "AFFILIATE" shall mean any parent corporation or subsidiary
corporation of the Company, whether now or hereafter existing, as those terms
are defined in Sections 424(e) and (f) respectively, of the Code, or such
other entity which controls the Company or is controlled by the Company.

          (b) "BOARD" shall mean the Board of Directors of the Company.

          (c) "CODE" shall mean the Internal Revenue Code of 1986, as amended.

          (d) "COMMITTEE" shall mean a committee comprised of one or more
members of the Board appointed by the Board in accordance with subsection
4(a) of the Plan.

          (e) "COMMON STOCK" shall mean the Company's Common Stock, $0.01 par
value.

          (f) "COMPANY" shall mean Javelin Systems, Inc., a Delaware
corporation.

          (g) "CONSULTANT" shall mean any person, including an advisor or
other form of independent contractor, engaged by the Company or an Affiliate
to render consulting services and who is compensated for such services
(provided that such services are not in connection with the offer or sale of
securities in a capital-raising transaction, and do not directly or
indirectly promote or maintain a market for the Company's securities),
provided that the term "Consultant"


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shall not include Employees, Officers, Directors, or stockholders
beneficially owning ten percent (10%) or more of the Company's Common Stock.

          (h) "CONTINUOUS SERVICE AS AN EMPLOYEE, DIRECTOR OR CONSULTANT"
shall mean that the service of an individual to the Company, whether as an
Employee, Director or Consultant, is not interrupted or terminated. The
Board, in its sole discretion, may determine whether Continuous Service as an
Employee, Director or Consultant shall be considered interrupted in the case
of: (i) any leave of absence approved by the Board, including sick leave,
military leave, or any other personal leave; or (ii) transfers between the
Company, Affiliates or their successors.

          (i) "DIRECTOR" shall mean a member of the Board.

          (j) "DISABILITY" shall mean inability of a person, in the opinion
of a qualified physician acceptable to the Company, to perform the major
duties of that person's position with the Company or an Affiliate of the
Company because of the sickness or injury of the person.

          (k) "EMPLOYEE" shall mean any person employed by the Company or by
any Affiliate, excluding Officers and Directors of the Company (and of any
Affiliate which controls the Company) and excluding stockholders beneficially
owning ten percent (10%) or more of the Company's Common Stock.

          (l) "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934,
as amended.

          (m) "FAIR MARKET VALUE" means, as of any date, the value of a Share
determined as follows:

              (i) If the Common Stock is listed on any established stock
exchange, or traded on the Nasdaq National Market or the Nasdaq SmallCap
Market, the Fair Market Value of a share of Common Stock shall be the closing
sales price for such stock (or the closing bid, if no sales were reported) as
quoted on such exchange or market (or if the Common Stock is traded on more
than one exchange or market, on the exchange or market with the greatest
volume of trading in Common Stock) on the trading day prior to the day of
determination, as reported in THE WALL STREET JOURNAL or such other source as
the Board deems reliable;

              (ii) In the absence of such markets for the Common Stock, the Fair
Market Value shall be determined in good faith by the Board.

          (n) "NONSTATUTORY STOCK OPTION" shall mean an Option not intended
to qualify as an incentive stock option within the meaning of Section 422 of
the Code and the regulations promulgated thereunder.

          (o) "OFFICER" shall mean a person who is an officer of the Company
including any corporate officer with the title of vice president and above
and any other Employee of the Company whom the Board or the Committee
classifies as "Officer".


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          (p) "OPTION" shall mean a Nonstatutory Stock Option granted
pursuant to the Plan.

          (q) "OPTION AGREEMENT" shall mean a written agreement between the
Company and an Optionholder setting forth the terms and conditions of the
grant of an individual Option. Each Option Agreement shall be subject to the
terms and conditions of the Plan.

          (r) "OPTIONHOLDER" shall mean a person to whom an Option is granted
pursuant to the Plan, or, if applicable, such other person who holds an
outstanding Option.

          (s) "PLAN" shall mean this 1999 Non-Officer Stock Option Plan.

          (t) "SECURITIES ACT" shall mean the Securities Act of 1933, as
amended.

          (u) "SHARE" shall mean a share of Common Stock, as adjusted in
accordance with Section 11 of the Plan.

    3.    SHARES SUBJECT TO THE PLAN.

          Subject to the provisions of Section 11 of the Plan, the maximum
aggregate number of Shares which may be issued under the terms of an Option
Agreement and the Plan is one million (1,000,000) Shares. The Shares may be
authorized but unissued Common Stock or reacquired Common Stock treated as
shares or otherwise. If an Option should expire or become unexercisable for
any reason without having been exercised in full, the unpurchased Shares that
were subject thereto shall, unless the Plan shall have been terminated,
become available for future grant under the Plan.

    4.    ADMINISTRATION OF THE PLAN.

          (a) PROCEDURE. The Plan shall be administered by the Board. The
Board may appoint a Committee to administer the Plan on behalf of the Board,
subject to such terms and conditions as the Board may prescribe. Once
appointed, the Committee shall continue to serve (and references in the Plan
to the Board shall thereafter be to the Committee), until otherwise directed
by the Board. From time to time the Board may, in its sole and complete
discretion, increase the size of the Committee and appoint additional members
thereof, remove members (with or without cause, for any reason or no reason)
and appoint new members in substitution therefor, fill vacancies however
caused, and/or remove all members of the Committee and thereafter directly
administer the Plan.

          (b) POWERS OF THE BOARD. Subject to the provisions of the Plan, the
Board shall have the authority to administer, interpret and amend the Plan
and the Options so long as no such exercise of authority is directly
contradictory to the terms and conditions of the Plan. The Board's authority
shall include the following powers: (i) to grant options under the Plan;
provided, however, that only Nonstatutory Stock Options may be granted under
the Plan; (ii) to determine, upon review of relevant information and in
accordance with subsection 2(m) of the Plan, the Fair Market Value of the
Common Stock; (iii) to determine the exercise price per share of Options to
be granted, which exercise price shall be determined in accordance with
subsection 8(a) of the Plan; (iv) to determine the Employees or Consultants
to whom, and the time or times


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at which, Options shall be granted and the number of Shares to be represented
by each Option, provided that no Options may be granted to a person who is
not either an Employee or a Consultant; (v) to interpret the Plan and any
Option Agreement; (vi) to prescribe, amend and rescind rules and regulations
relating to the Plan; (vii) to determine the terms and provisions of each
Option granted (which need not be identical) in accordance with the Plan,
and, with the consent of the holder thereof with respect to any adverse
change, modify or amend each Option; (viii) to accelerate or defer (the
latter with the consent of the Optionholder) the exercise date and vesting
schedule of any Option; (ix) to authorize any person to execute on behalf of
the Company any instrument required to effectuate the grant of an Option
previously granted by the Board or to carry out any other task related to the
administration of the Plan; (x) to amend, suspend or terminate the Plan in
accordance with Section 14 of the Plan; and (xi) to make all other
determinations deemed by the Board to be necessary or advisable or
appropriate for the administration of the Plan. Any and all of these powers,
as well as the Board's overall authority to administer the Plan, may be
exercised in the Board's sole discretion.

          (c) EFFECT OF BOARD'S DECISION. All decisions, determinations and
interpretations of the Board shall be final and binding on all Optionholders
and any other holders of any Options granted under the Plan.

    5.    ELIGIBILITY.

          (a) Options may be granted only to Employees or Consultants as
defined in Section 2 hereof. An Employee or Consultant who has been granted
an Option, if he or she remains eligible, may be granted an additional Option
or Options. Notwithstanding the foregoing, no Employee who is an Officer of
the Company (and of any Affiliate which controls the Company) or who is a
Director shall be entitled to receive the grant of an Option under the Plan.

          (b) Options may not be granted to Consultants who are not natural
persons unless the Company determines both (i) that such grant (A) shall be
registered in a manner other than on the Form S-8 Registration Statement
under the Securities Act (E.G., on a Form S-3 Registration Statement) or (B)
does not require registration under the Securities Act in order to comply
with the requirements of the Securities Act, if applicable, and (ii) that
such grant complies with the securities laws of all other relevant
jurisdictions.

          (c) The Plan shall not confer upon any Optionholder any right with
respect to continuation of employment or consultancy by the Company, nor
shall it interfere in any way with the Optionholder's right or the Company's
right to terminate the Optionholder's employment at any time, for any reason
or no reason, with or without cause, or to terminate the Optionholder's
consultancy pursuant to the terms of the Consultant's agreement with the
Company.

    6.    TERM OF THE PLAN.

          The Plan shall become effective upon its adoption by the Board of
Directors. It shall continue in effect until terminated under Section 14 of the
Plan.


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    7.    TERM OF OPTION.

          The term of each Option shall be ten (10) years from the date of grant
thereof or such shorter term as may be provided in the Option Agreement.

    8.    EXERCISE PRICE, CONSIDERATION AND VESTING.

          (a) EXERCISE PRICE. The exercise price of each Option shall be not
less than 100% of the Fair Market Value of the Common Stock subject to the
Option on the date of grant.

          (b) CONSIDERATION. The consideration to be paid for the Shares to
be issued upon exercise of an Option shall be paid, to the extent permitted
by applicable statutes and regulations, as follows: (i) in cash (or by
check), or (ii) at the discretion of the Board, as determined either at the
time of the grant of the Option or at any time thereafter at or before the
time the Option is exercised: (A) by delivery to the Company of other Common
Stock of the Company (which has either been held for the period required to
avoid a charge to the Company's reported earnings (generally six months) or
that was not acquired, directly or indirectly from the Company, that are
owned free and clear of any liens, claims, encumbrances or security
interests, and that are valued at Fair Market Value on the date of exercise),
(B) according to a deferred payment arrangement documented through the use of
a promissory note, except that payment of the Common Stock's "par value" (as
defined in the Delaware General Corporation Law) shall not be made by
deferred payment, or (C) in any other form of legal consideration that may be
acceptable to the Board, or (iii) any combination thereof.

    In the case of any deferred payment arrangement, interest shall be
compounded at least annually and shall be charged at the minimum rate of
interest necessary and contain such other terms as the Company shall
determine to avoid the treatment as interest, under any applicable provisions
of the Code, of any amounts other than amounts stated to be interest under
the deferred payment arrangement.

          (c) VESTING. The total number of Shares subject to an Option may,
but need not, become exercisable in periodic installments (which may, but
need not, be equal). The Option Agreement may provide that, from time to time
during each of such installment periods, the Option may become exercisable
("vest") with respect to some or all of the Shares allotted to that period,
and may be exercised with respect to some or all of the Shares allotted to
such period and/or any prior period as to which the Option became vested but
was not fully exercised. The Option may be subject to such other terms and
conditions on the time or times when it may be exercised (which may be based
on performance or other criteria) as the Board may deem appropriate. The
provisions of this subsection 8(c) are subject to any Option provisions
governing the minimum number of Shares as to which an Option may be exercised.

    9.    EXERCISE OF OPTION.

          (a) PROCEDURE FOR EXERCISE; RIGHTS AS A STOCKHOLDER. Any Option
granted hereunder shall be exercisable at such times and under such
conditions as determined by the Board, including performance criteria with
respect to the Company and/or the Optionholder, and as shall be permissible
under the terms of the Plan.


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              (i)    An Option may not be exercised for a fraction of a Share.

              (ii)   An Option shall be deemed to be exercised when written
notice of such exercise has been given to the Company in accordance with the
terms of the Option by the person entitled to exercise the Option and full
payment for the Shares with respect to which the Option is exercised has been
received by the Company. Full payment may, as authorized by the Board,
consist of any consideration and method of payment allowable under subsection
8(b) of the Plan. Until the issuance (as evidenced by the appropriate entry
on the books of the Company or of a duly authorized transfer agent of the
Company) of the stock certificate evidencing such Shares, no right to vote or
receive dividends or any other rights as a stockholder shall exist with
respect to the Shares, notwithstanding the exercise of the Option. No
adjustment will be made (for example, for a dividend or other right for which
the record date is prior to the date the stock certificate is issued), except
as provided in Section 11 of the Plan.

              (iii)  Exercise of an Option in any manner shall result in a
decrease in the number of Shares that thereafter may be issued, for purposes
of the Plan and such Option, by the number of Shares as to which the Option
is exercised.

              (iv)   The Option may, but need not, include a provision
whereby the Optionholder may elect to exercise the Option at any time while
the Option remains outstanding as to any part or all of the Shares subject to
the Option, subject to a repurchase right in favor of the Company on such
terms as the Board shall establish, which may include the use of an escrow
account to hold Shares remaining subject to the Company's repurchase right.

          (b) TERMINATION OF CONTINUOUS SERVICE AS AN EMPLOYEE, DIRECTOR OR
CONSULTANT. If an Optionholder ceases his or her Continuous Service as an
Employee, Director or Consultant for any reason other than death or
Disability, the Optionholder may, but only within three (3) months (or such
longer or shorter period, which in no event shall be less than thirty (30)
days, specified in the Option Agreement) after the end of the Optionholder's
Continuous Service as an Employee, Director or Consultant, exercise the
Option to the extent that the Optionholder was entitled to exercise it at the
date of such termination. To the extent that the Optionholder was not
entitled to exercise the Option at the date of such termination, or if the
Optionholder does not exercise such Option within the time specified herein,
the Option shall terminate.

          (c) DEATH OF OPTIONHOLDER. In the event of the death of an
Optionholder during the term of an Option granted to such Optionholder and
who remained at the time of his or her death in Continuous Service as an
Employee, Director or Consultant since the date of grant of the Option, the
Option may be exercised at any time within eighteen (18) months (or such
longer or shorter period, which in no event shall be less than six (6)
months, specified in the Option Agreement) following the date of death, by
the Optionholder's estate or by a person who acquired the right to exercise
the Option by bequest, inheritance, beneficiary designation or otherwise, to
the extent that the Optionholder was entitled to exercise it on the date of
death. To the extent that the Optionholder was not entitled to exercise the
Option on the date of death that portion of the Option shall terminate on the
Optionholder's date of death. To the extent that the Optionholder was
entitled to exercise the Option on the date of death, if the Option is not
exercised within the time specified herein, the Option shall terminate.


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          (d) DISABILITY OF OPTIONHOLDER. In the event of the termination of
an Optionholder's Continuous Service as an Employee, Director or Consultant
on account of Disability of the Optionholder during the term of an Option
granted to such Optionholder and who remained at the time of his or her
termination on account of Disability in Continuous Service as an Employee,
Director or Consultant since the date of grant of the Option, the
Optionholder may, but only within twelve (12) months (or such longer or
shorter period, which in no event shall be less than six (6) months,
specified in the Option Agreement) after the date the Optionholder ceases
Continuous Service as an Employee, Director or Consultant on account of such
Disability, exercise the Option to the extent that the Optionholder was
entitled to exercise it at the date of such termination. To the extent that
the Optionholder was not entitled to exercise the Option at the date of such
termination, that portion of the Option shall terminate on the Optionholder's
date of Disability. To the extent that the Optionholder was entitled to
exercise the Option on the date of Disability if the Optionholder does not
exercise such Option (which the Optionholder was entitled to exercise) within
the time specified herein, the Option shall terminate.

          (e) WITHHOLDING. To the extent provided by the terms of the Option
Agreement, the Optionholder may satisfy any federal, state or local tax
withholding obligation relating to the exercise of such Option by any of the
following means or by a combination of such means or by a combination of such
means: (i) tendering a cash payment; (ii) authorizing the Company to withhold
Shares from the Shares otherwise issuable to the Optionholder as a result of
the exercise of the Option; or (iii) delivering to the Company owned and
unencumbered Shares of the Common Stock of the Company. Notwithstanding the
foregoing, nothing in this subsection 9(e) shall abridge the Company's right
to withhold from any remuneration paid to the Optionholder by the Company.

    10.   TRANSFERABILITY OF OPTIONS.

          Except as otherwise expressly provided in the terms of the Option
Agreement, the Option may not be sold, pledged, 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
Optionholder, only by the Optionholder. Notwithstanding the foregoing, the
Optionholder may, by delivering written notice to the Company, in a form
satisfactory to the Company, designate a third party who, in the event of the
death of the Optionholder, shall thereafter be entitled to exercise the
Option.

    11.   ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER.

          (a) CAPITALIZATION ADJUSTMENTS. If any change is made in the Common
Stock subject to the Plan, or subject to any Option, without the receipt of
consideration by the Company (through merger, consolidation, reorganization,
recapitalization, reincorporation, stock dividend, dividend in property other
than cash, stock split, liquidating dividend, combination of shares, exchange
of shares, change in corporate structure or other transaction not involving
the receipt of consideration by the Company), the Plan will be appropriately
adjusted in the class(es) and maximum number of securities subject to the
Plan pursuant to Section 3, and the outstanding Options will be appropriately
adjusted in the class(es) and number of securities and price per Share
subject to such outstanding Options. The Board shall make such adjustments,
and its


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determination shall be final, binding and conclusive. (The conversion of any
convertible securities of the Company shall not be treated as a transaction
"without receipt of consideration" by the Company.)

          (b) CHANGE IN CONTROL--DISSOLUTION OR LIQUIDATION. In the event of
a dissolution or liquidation of the Company, then all outstanding Options
shall terminate immediately prior to such event.

          (c) CHANGE IN CONTROL--ASSET SALE, MERGER, CONSOLIDATION OR REVERSE
MERGER. In the event of (i) a sale, lease or other disposition of all or
substantially all of the assets of the Company, (ii) a merger or
consolidation in which the Company is not the surviving corporation, or (iii)
a reverse merger in which the Company is the surviving corporation but the
shares of Common Stock outstanding immediately preceding the merger are
converted by virtue of the merger into other property, whether in the form of
securities, cash or otherwise, then any surviving corporation or acquiring
corporation shall assume any Options outstanding under the Plan or shall
substitute similar options (including an award to acquire the same
consideration paid to the stockholders in the transaction described in this
subsection 11(c)) for those outstanding under the Plan. In the event any
surviving corporation or acquiring corporation refuses to assume such Options
or to substitute similar options for those outstanding under the Plan, then
with respect to Options held by Optionholders whose Continuous Service has
not terminated, the vesting of such Options (and, if applicable, the time
during which such Options may be exercised) shall be accelerated in full, and
the Options shall terminate if not exercised (if applicable) at or prior to
such event. With respect to any other Options outstanding under the Plan,
such Options shall terminate if not exercised (if applicable) prior to such
event.

    12.   CONDITIONS UPON ISSUANCE OF SHARES.

          The Company may require the Optionholder (or any person to whom an
Option is transferred under Section 10) to execute such documents and to
provide such representations, written assurances or information which the
Company shall determine is necessary, desirable or appropriate to comply with
applicable securities and other laws as a condition of granting an Option to
such Optionholder or permitting the Optionholder (or any person to whom an
Option is transferred under Section 10) to exercise such Option. The Company
may, upon advice of counsel to the Company, place legends on stock
certificates issued under the Plan as such counsel deems necessary or
appropriate in order to comply with applicable securities and other laws,
including, but not limited to, legends restricting the transfer of the shares.

    13.   RESERVATION OF SHARES.

          (a) The Company, during the term of this Plan, will at all times
reserve and keep available such number of Shares as shall be sufficient to
satisfy the requirements of the Plan.

          (b) 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


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respect of the failure to issue or sell such Shares as to which such
requisite authority shall not have been obtained.

    14.   AMENDMENT, SUSPENSION AND TERMINATION OF THE PLAN AND OPTIONS.

          (a) AMENDMENT, SUSPENSION AND TERMINATION. The Board may amend,
suspend or terminate the Plan from time to time in such respects as the Board
may deem advisable in the Board's sole discretion. Notwithstanding the
foregoing, the Plan terminates when all reserved Shares have been issued and
cannot return to the reserve.

          (b) EFFECT OF AMENDMENT, SUSPENSION OR TERMINATION. Any amendment,
suspension or termination of the Plan shall not adversely affect Options
already granted, as determined by the Board in good faith, and such Options
shall remain in full force and effect as if the Plan had not been amended,
suspended or terminated unless mutually agreed otherwise between the
Optionholder and the Board, which agreement must be in writing and signed by
the Optionholder and the Company. Notwithstanding the foregoing, any
amendment which increases the benefits provided or to be provided under the
Plan shall not require the consent of the Optionholders.

          (c) AMENDMENT OF OPTIONS. The Board at any time, and from time to
time, may amend the terms of some or all Options; provided, however, that if
the Board makes a good faith determination that the effect of such an
amendment, taken as a whole, would be to impair the Optionholder's rights
and/or increase the Optionholder's obligations under the Option, then such
amendment shall not be effective as to a particular Option unless the Company
requests the consent of the Optionholder and such Optionholder consents in
writing.

    15.   USE OF PROCEEDS FROM STOCK.

          Proceeds from the sale of Common Stock pursuant to Options shall
constitute general funds of the Company.

    16.   EFFECTIVE DATE.

          The Plan shall become on the date the Plan is adopted by the Board.

    17.   CHOICE OF LAW.

          The law of the State of California shall govern all questions
concerning the construction, validity and interpretation of this Plan,
without regard to such state's conflict of laws rules.


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