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                                                                   Exhibit 10.02



                          KINETICS HOLDINGS CORPORATION
                                STOCK OPTION PLAN

               1. Purposes. The purposes of the Kinetics Holdings Corporation
Stock Option Plan are:

               (a) To further the growth, development and success of the Company
and its Affiliates by enabling the executive and other employees and directors
of, and consultants to, the Company and its Affiliates to acquire a continuing
equity interest in the Company, thereby increasing their personal interests in
such growth, development and success and motivating such employees, directors
and consultants to exert their best efforts on behalf of the Company and its
Affiliates; and

               (b) To maintain the ability of the Company and its Affiliates to
attract and retain employees, directors and consultants of outstanding ability
by offering them an opportunity to acquire a continuing equity interest in the
Company and its Affiliates which will reflect the growth, development and
success of the Company and its Affiliates.

Toward these objectives, the Committee may grant Options to such employees,
directors and consultants, all pursuant to the terms and conditions of the Plan.

               2. Definitions. As used in the Plan, the following capitalized
terms shall have the meanings set forth below:

               (a) "AFFILIATE" - other than the Company, (i) any corporation or
limited liability company in an unbroken chain of corporations or limited
liability companies ending with the Company if each corporation or limited
liability company owns stock or membership interests (as applicable) possessing
more than fifty percent (50%) of the total combined voting power of all classes
of stock in one of the other corporations or limited liability companies in such
chain; (ii) any corporation, trade or business (including, without limitation, a
partnership or limited liability company) which is more than fifty percent (50%)
controlled (whether by ownership of stock, assets or an equivalent ownership
interest or voting interest) by the Company or one of its Affiliates; or (iii)
any other entity, approved by the Committee as an Affiliate under the Plan, in
which the Company or any of its Affiliates has a material equity interest.

               (b) "AGREEMENT" - a written stock option agreement evidencing an
Option, as described in Section 3(e).

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

               (d) "CAUSE" - the occurrence of any one of the following as
determined by the Committee: (i) the Optionee breaches his or her employment
agreement, if any, with the Company or any Affiliate; (ii) the Optionee violates
any confidentiality, intellectual property or restrictive covenant or agreement
of the Optionee with the Company or an Affiliate; (iii) the Optionee violates
any material written policy of the Company or any Affiliate, including, but not
limited to, its employment manuals, rules and regulations, after one written
warning regarding

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such violation; (iv) the commission by or indictment of the Optionee of any
felony committed in connection with or related to his or her employment with the
Company or any Affiliate; (v) the conviction of the Optionee of any felony; (vi)
the commission by or indictment of the Optionee of any crime or other activity
involving dishonesty or moral turpitude committed in connection with or related
to his employment with the Company or any Affiliate; (vii) the conviction of the
Optionee of any crime or other activity involving dishonesty or moral turpitude;
(viii) the commission by or indictment of the Optionee of any act of fraud,
misappropriation or similar misfeasance committed in connection with or related
to his employment with the Company or any Affiliate; or (ix) the conviction of
the Optionee of any crime of fraud, misappropriation or similar misfeasance.

               (e) "CHANGE IN CONTROL" - an event described in clause (i), (ii)
or (iii) of Section 11(c).

               (f) "CODE" - the Internal Revenue Code of 1986, as it may be
amended from time to time, including regulations and rules thereunder and
successor provisions and regulations and rules thereto.

               (g) "COMMITTEE" - the Compensation Committee of the Board, or
such other Board committee as may be designated by the Board to administer the
Plan.

               (h) "COMPANY" - Kinetics Holdings Corporation, a Delaware
corporation, or any successor entity.

               (i) "DBCP" - DB Capital Investors, L.P., a Delaware limited
partnership.

               (j) "DISABILITY" - the meaning given such term in the Company's
long-term disability plan, or, in the absence thereof, an inability to perform
duties and services as an employee, director or consultant, as the case may be,
of the Company or an Affiliate by reason of a medically determinable physical or
mental impairment, supported by medical evidence, which can be expected to
result in death or which has lasted or can be expected to last for a continuous
period of not less than six (6) months, as determined by the Committee in its
good faith discretion; provided, however, that for purposes of Incentive Stock
Options granted under the Plan, "Disability" shall mean "permanent and total
disability" as set forth in Section 22(e)(3) of the Code.

               (k) "FAIR MARKET VALUE" - of a share of Stock as of a given date
shall be: (i) the mean of the highest and lowest reported sale prices for a
share of Stock, on the principal exchange on which the Stock is then listed or
admitted to trading, for such date, or, if no such prices are reported for such
date, the most recent day for which such prices are available shall be used;
(ii) if the Stock is not then listed or admitted to trading on a stock exchange,
the mean of the closing representative bid and asked prices for the Stock on
such date as reported by Nasdaq National Market (or any successor or similar
quotation system regularly reporting the market value of the Stock in the
over-the-counter market), or, if no such prices are reported for such date, the
most recent day for which such prices are available shall be used; or (iii) in
the event neither of the valuation methods provided for in clauses (i) and (ii)
above are practicable, the fair


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market value determined by such other reasonable valuation method as the
Committee shall, in its discretion, select and apply in good faith as of the
given date; provided, however, that for purposes of paragraphs (a) and (h) of
Section 6, such fair market value shall be determined subject to Section
422(c)(7) of the Code.

               (l) "ISO" or "INCENTIVE STOCK OPTION" - a right to purchase Stock
granted to an Optionee under the Plan in accordance with the terms and
conditions set forth in Section 6 and which conforms to the applicable
provisions of Section 422 of the Code.

               (m) "NOTICE" - written notice actually received by the Company at
its executive offices on the day of such receipt, if received on or before 1:30
p.m., on a day when the Company's executive offices are open for business, or,
if received after such time, such notice shall be deemed received on the next
such day, which notice may be delivered in person to the Company's Chief
Financial Officer or sent by facsimile to the Company at (408)567-0196, or sent
by certified or registered mail or overnight courier, prepaid, addressed to the
Company at 2805 Mission College Blvd., Santa Clara, California 95054, Attention:
General Counsel.

               (n) "OPTION" - a right to purchase Stock granted to an Optionee
under the Plan in accordance with the terms and conditions set forth in Section
6. Options may be either ISOs or stock options other than ISOs.

               (o) "OPTIONEE" - an individual who is eligible pursuant to
Section 5, and who has been selected, pursuant to Section 3(c), to participate
in the Plan, and who holds an outstanding Option granted to such individual
under the Plan in accordance with the terms and conditions set forth in Section
6.

               (p) "PLAN" - this Kinetics Holdings Corporation Stock Option
Plan.

               (q) "SECURITIES ACT" - the Securities Act of 1933, as it may be
amended from time to time, including the regulations and rules promulgated
thereunder and successor provisions and regulations and rules thereto.

               (r) "STOCK" - the Common Stock of the Company, $0.01 par value
per share.

               (s) "SUBSIDIARY" - any present or future corporation which is or
would be a "subsidiary corporation" of the Company as the term is defined in
Section 424(f) of the Code.

               3. Administration of the Plan. (a) The Committee shall have
exclusive authority to operate, manage and administer the Plan in accordance
with its terms and conditions. Notwithstanding the foregoing, in its absolute
discretion, the Board may at any time and from time to time exercise any and all
rights, duties and responsibilities of the Committee under the Plan, including,
but not limited to, establishing procedures to be followed by the Committee,
except with respect to matters which under any applicable law, regulation or
rule, are required to be determined in the sole discretion of the Committee. If
and to the extent that no Committee exists which has the authority to administer
the Plan, the functions of the Committee shall be exercised by the Board.


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               (b) The Committee shall be appointed from time to time by the
Board, and the Committee shall consist of not less than two members of the
Board. Appointment of Committee members shall be effective upon their acceptance
of such appointment. Committee members may be removed by the Board at any time
either with or without cause, and such members may resign at any time by
delivering notice thereof to the Board. Any vacancy on the Committee, whether
due to action of the Board or any other reason, shall be filled by the Board.

               (c) The Committee shall have full authority to grant, pursuant to
the terms of the Plan, Options to those individuals who are eligible to receive
Options under the Plan. In particular, the Committee shall have discretionary
authority, in accordance with the terms of the Plan, to: determine eligibility
for participation in the Plan; select, from time to time, from among those
eligible, the employees, directors and consultants to whom Options shall be
granted under the Plan, which selection may be based upon information furnished
to the Committee by the Company's or an Affiliate's management; determine
whether an Option shall take the form of an ISO or an Option other than an ISO;
determine the number of shares of Stock to be included in any Option and the
periods for which Options will be outstanding; establish and administer any
terms, conditions, performance criteria, restrictions, limitations, forfeiture,
vesting or exercise schedule, and other provisions of or relating to any Option;
grant waivers of terms, conditions, restrictions and limitations under the Plan
or applicable to any Option, or accelerate the vesting or exercisability of any
Option; amend or adjust the terms and conditions of any outstanding Option
and/or adjust the number and/or class of shares of Stock subject to any
outstanding Option; at any time and from time to time after the granting of an
Option, specify such additional terms, conditions and restrictions with respect
to any such Option as may be deemed necessary or appropriate to ensure
compliance with any and all applicable laws or rules, including, but not limited
to, terms, restrictions and conditions for compliance with applicable securities
laws, regarding an Optionee's exercise of Options by tendering shares of Stock
or under any "cashless exercise" program established by the Committee, and
methods of withholding or providing for the payment of required taxes; offer to
buy out an Option previously granted, based on such terms and conditions as the
Committee shall establish with and communicate to the Optionee at the time such
offer is made; and, permit, under the applicable Agreement, the transfer of an
Optionee's Option by instrument to an inter vivos or testamentary trust in which
the Option is to be passed to beneficiaries upon the death of the settlor, or by
gift to "immediate family" (as defined in 17 C.F.R. 240.16a-1(e)) of the
Optionee (other than any such transfer which would cause any ISO to fail to
qualify as an "incentive stock option" under Section 422 of the Code).

               (d) The Committee shall have all authority that may be necessary
or helpful to enable it to discharge its responsibilities with respect to the
Plan. Without limiting the generality of the foregoing sentence or Section 3(a),
and in addition to the powers otherwise expressly designated to the Committee in
the Plan, the Committee shall have the exclusive right and discretionary
authority to interpret the Plan and the Agreements; construe any ambiguous
provision of the Plan and/or the Agreements and decide all questions concerning
eligibility for and the amount of Options granted under the Plan. The Committee
may establish, amend, waive and/or rescind rules and regulations and
administrative guidelines for carrying out the Plan and may correct any errors,
supply any omissions or reconcile any inconsistencies in the Plan and/or any
Agreement or any other instrument relating to any Options. The Committee shall
have the


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authority to adopt such procedures and subplans and grant Options on such terms
and conditions as the Committee determines necessary or appropriate to permit
participation in the Plan by individuals otherwise eligible to so participate
who are foreign nationals or employed outside of the United States, or otherwise
to conform to applicable requirements or practices of jurisdictions outside of
the United States; and take any and all such other actions it deems necessary or
advisable for the proper operation and/or administration of the Plan. The
Committee shall have full discretionary authority in all matters related to the
discharge of its responsibilities and the exercise of its authority under the
Plan. Decisions and actions by the Committee with respect to the Plan and any
Agreement shall be final, conclusive and binding on all persons having or
claiming to have any right or interest in or under the Plan and/or any
Agreement.

               (e) Each Option shall be evidenced by an Agreement, which shall
be executed by the Company and the Optionee to whom such Option has been
granted, unless the Agreement provides otherwise; two or more Options granted to
a single Optionee may, however, be combined in a single Agreement. An Agreement
shall not be a precondition to the granting of an Option; no person shall have
any rights under any Option, however, unless and until the Optionee to whom the
Option shall have been granted (i) shall have executed and delivered to the
Company an Agreement or other instrument evidencing the Option, unless such
Agreement provides otherwise, and (ii) has otherwise complied with the
applicable terms and conditions of the Option. The Committee shall prescribe the
form of all Agreements, and, subject to the terms and conditions of the Plan,
shall determine the content of all Agreements. Any Agreement may be supplemented
or amended in writing from time to time as approved by the Committee; provided
that the terms and conditions of any such Agreement as supplemented or amended
are not inconsistent with the provisions of the Plan.

               (f) A majority of the members of the entire Committee shall
constitute a quorum and the actions of a majority of the members of the
Committee in attendance at a meeting at which a quorum is present, or actions by
a written instrument signed by all members of the Committee, shall be the
actions of the Committee.

               (g) The Committee may consult with counsel who may be counsel to
the Company. The Committee may, with the approval of the Board, employ such
other attorneys and/or consultants, accountants, appraisers, brokers and other
persons as it deems necessary or appropriate. In accordance with Section 12, the
Committee shall not incur any liability for any action taken in good faith in
reliance upon the advice of such counsel or other persons.

               (h) In serving on the Committee, the members thereof shall be
entitled to indemnification as directors of the Company, and to any limitation
of liability and reimbursement as directors with respect to their services as
members of the Committee.

               (i) Except to the extent prohibited by applicable law or the
applicable rules of a stock exchange, the Committee may, in its discretion,
allocate all or any portion of its responsibilities and powers under this
Section 3 to any one or more of its members and/or delegate all or any part of
its responsibilities and powers under this Section 3 to any person or persons
selected by it; provided, however, that the Committee may not delegate its
authority to correct errors, omissions or inconsistencies in the Plan. Any such
authority delegated or


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allocated by the Committee under this paragraph (i) of Section 3 shall be
exercised in accordance with the terms and conditions of the Plan and any rules,
regulations or administrative guidelines that may from time to time be
established by the Committee, and any such allocation or delegation may be
revoked by the Committee at any time.

               4. Shares of Stock Subject to the Plan. (a) The shares of stock
subject to Options granted under the Plan shall be shares of Stock. Such shares
of Stock subject to the Plan may be either authorized and unissued shares (which
will not be subject to preemptive rights) or previously issued shares acquired
by the Company or any Subsidiary. The total number of shares of Stock that may
be delivered pursuant to Options granted under the Plan is 11,880,158 shares of
Stock.

               (b) Notwithstanding any of the foregoing limitations set forth in
this Section 4, the number of shares of Stock specified in this Section 4 shall
be adjusted as provided in Section 10.

               (c) Any shares of Stock subject to an Option which for any reason
expires or is terminated or forfeited without having been fully exercised, may
again be granted pursuant to an Option under the Plan, subject to the
limitations of this Section 4.

               (d) Any shares of Stock delivered under the Plan in assumption or
substitution of outstanding stock options, or obligations to grant future stock
options, under plans or arrangements of an entity other than the Company or an
Affiliate in connection with the Company or an Affiliate acquiring such another
entity, or an interest in such an entity, or a transaction otherwise described
in Section 6(j), shall not reduce the maximum number of shares of Stock
available for delivery under the Plan; provided, however, that the maximum
number of shares of Stock that may be delivered pursuant to Incentive Stock
Options granted under the Plan shall be the number of shares set forth in
paragraph (a) of this Section 4, as adjusted pursuant to paragraphs (b) and (c)
of this Section 4.

               5. Eligibility. Executive employees and other employees,
including officers, of the Company and the Affiliates, directors (whether or not
also employees), and consultants of the Company and the Affiliates, shall be
eligible to become Optionees and receive Options in accordance with the terms
and conditions of the Plan, subject to the limitations on the granting of ISOs
set forth in Section 6(h).

               6. Terms and Conditions of Stock Options. All Options to purchase
Stock granted under the Plan shall be either ISOs or Options other than ISOs. To
the extent that any Option does not qualify as an ISO (whether because of its
provisions or the time or manner of its exercise or otherwise), such Option, or
the portion thereof which does not so qualify, shall constitute a separate
Option other than an ISO. Each Option shall be subject to all the applicable
provisions of the Plan, including the following terms and conditions, and to
such other terms and conditions not inconsistent therewith as the Committee
shall determine and which are set forth in the applicable Agreement. Options
need not be uniform as to all grants and recipients thereof.


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               (a) The option exercise price per share of shares of Stock
        subject to each Option shall be determined by the Committee and stated
        in the Agreement; provided, however, that, subject to paragraph (j) of
        this Section 6, if applicable, (i) such option exercise price applicable
        to any Option shall not be less than one hundred percent (100%) of the
        Fair Market Value of a share of Stock at the time that the Option is
        granted, and (ii) if the Option is granted to an Optionee who owns
        (within the meaning of Section 424(d) of the Code), at the time the
        Option is granted, more than ten percent (10%) of the total combined
        voting power of all classes of stock of the Company or a Subsidiary or
        any "parent corporation" of the Company within the meaning of Section
        424(e) of the Code, such option exercise price shall be not less than
        one hundred ten percent (110%) of the Fair Market Value of a share of
        Stock on the date such Option is granted.

               (b) Each Option shall be exercisable in whole or in such
        installments, at such times and under such conditions, as may be
        determined by the Committee in its discretion in accordance with the
        Plan and stated in the Agreement; provided, however, that (i) except in
        the case of Options granted to officers, directors or consultants of the
        Company or an Affiliate, each Option shall become exercisable at a rate
        of not less than twenty percent (20%) of the shares covered thereby per
        year over five (5) years from the date the Option is granted, subject to
        the conditions described in paragraph (f) of this Section 6 and similar
        provisions of the Agreement, and (ii) no Option may be exercised after
        the expiration of ten (10) years from the date such Option was granted,
        subject to paragraph (h)(C) of this Section 6.

               (c) An Option shall not be exercisable with respect to a
        fractional share of Stock or the lesser of one hundred (100) shares and
        the full number of shares of Stock then subject to the Option. No
        fractional shares of Stock shall be issued upon the exercise of an
        Option.

               (d) Each Option may be exercised by giving Notice to the Company
        specifying the number of shares of Stock to be purchased, which shall be
        accompanied by payment in full including applicable taxes, if any, in
        accordance with Section 9. Payment shall be in any manner permitted by
        applicable law and prescribed by the Committee, in its discretion, and
        set forth in the Agreement, including, in the Committee's discretion,
        and subject to such terms, conditions and limitations as the Committee
        may prescribe, payment in accordance with a "cashless exercise" program
        (through broker accommodation) established by the Committee and/or in
        Stock owned by the Optionee or by the Optionee and his or her spouse
        jointly.

               (e) No Optionee or other person shall become the beneficial owner
        of any shares of Stock subject to an Option, nor have any rights to
        dividends or other rights of a shareholder with respect to any such
        shares until he or she has exercised his or her Option in accordance
        with the provisions of the Plan and the applicable Agreement.

               (f) An Option may be exercised only if at all times during the
        period beginning with the date of the granting of the Option and ending
        on the date of such exercise, the Optionee was an employee, director or
        consultant of the Company or an


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        Affiliate, as applicable; provided, however, that the Committee may
        determine in its discretion that an Option may be exercised prior to
        expiration of such Option following termination of such continuous
        employment, directorship or consultancy, whether or not exercisable at
        the time of such termination, to the extent provided in the applicable
        Agreement. Notwithstanding the immediately foregoing sentence to the
        contrary, in the event an Optionee's continuous employment or other
        service with the Company or an Affiliate terminates other than for
        Cause, the Option or Options held by the Optionee shall, to the extent
        exercisable in accordance with the Plan and the Agreement as of the date
        of such termination, remain exercisable for (i) at least thirty (30)
        days from the date of such termination of employment or other service if
        such termination was caused by other than death or Disability, or (ii)
        at least six (6) months from the date of such termination of employment
        or other service if such termination was caused by Disability or death;
        provided, however, that in no event may any Option be exercised after
        ten (10) years from the date it was originally granted.

               (g) Subject to the terms and conditions and within the
        limitations of the Plan, the Committee may modify, extend or renew
        outstanding Options granted under the Plan, or accept the surrender of
        outstanding Options (up to the extent not theretofore exercised) and
        authorize the granting of new Options in substitution therefor (to the
        extent not theretofore exercised).

               (h) (A) Each Agreement relating to an Option shall state whether
        such Option will or will not be treated as an ISO. No ISO shall be
        granted unless such Option, when granted, qualifies as an "incentive
        stock option" under Section 422 of the Code. No ISO shall be granted to
        any individual otherwise eligible to participate in the Plan who is not
        an employee of the Company or a Subsidiary on the date of granting of
        such Option. Any ISO granted under the Plan shall contain such terms and
        conditions, consistent with the Plan, as the Committee may determine to
        be necessary to qualify such Option as an "incentive stock option" under
        Section 422 of the Code. Any ISO granted under the Plan may be modified
        by the Committee to disqualify such Option from treatment as an
        "incentive stock option" under Section 422 of the Code.

                      (B) Notwithstanding any intent to grant ISOs, an Option
               granted under the Plan will not be considered an ISO to the
               extent that it, together with any other "incentive stock options"
               (within the meaning of Section 422 of the Code, but without
               regard to subsection (d) of such Section) under the Plan and any
               other "incentive stock option" plans of the Company, any
               Subsidiary and any "parent corporation" of the Company within the
               meaning of Section 424(e) of the Code, are exercisable for the
               first time by any Optionee during any calendar year with respect
               to Stock having an aggregate Fair Market Value in excess of
               $100,000 (or such other limit as may be required by the Code) as
               of the time the Option with respect to such Stock is granted. The
               rule set forth in the preceding sentence shall be applied by
               taking Options into account in the order in which they were
               granted.

                      (C) Any ISO granted to an Optionee who owns (within the
               meaning of Section 424(d) of the Code), at the time the ISO is
               granted, more than ten percent


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               (10%) of the total combined voting power of all classes of stock
               of the Company or a Subsidiary or any "parent corporation" of the
               Company within the meaning of Section 424(e) of the Code shall
               not by its terms be exercisable after the expiration of five (5)
               years from the date such ISO is granted.

               (i) An Option and any shares of Stock received upon the exercise
        of an Option shall be subject to such other transfer and/or ownership
        restrictions and/or legending requirements as the Committee may
        establish in its discretion and which are specified in the Agreement and
        may be referred to on the certificates evidencing such shares of Stock.
        The Committee may require an Optionee to give prompt Notice to the
        Company concerning any disposition of shares of Stock received upon the
        exercise of an ISO within: (i) two (2) years from the date of granting
        such ISO to such Optionee or (ii) one (1) year from the transfer of such
        shares of Stock to such Optionee or (iii) such other period as the
        Committee may from time to time determine. The Committee may direct that
        an Optionee with respect to an ISO undertake in the applicable Agreement
        to give such Notice described in the preceding sentence, at such time
        and containing such information as the Committee may prescribe, and/or
        that the certificates evidencing shares of Stock acquired by exercise of
        an ISO refer to such requirement to give such Notice.

               (j) In the event that a transaction described in Section 424(a)
        of the Code involving the Company or a Subsidiary is consummated, such
        as the acquisition of property or stock from an unrelated corporation,
        individuals who become eligible to participate in the Plan in connection
        with such transaction, as determined by the Committee, may be granted
        Options in substitution for stock options granted by another corporation
        that is a party to such transaction. If such substitute Options are
        granted, the Committee, in its discretion and consistent with Section
        424(a) of the Code, if applicable, and the terms of the Plan, though
        notwithstanding paragraph (a) of this Section 6, shall determine the
        option exercise price and other terms and conditions of such substitute
        Options.

               7. Transfer, Leave of Absence. A transfer of an employee from the
Company to an Affiliate (or, for purposes of any ISO granted under the Plan, a
Subsidiary), or vice versa, or from one Affiliate to another (or in the case of
an ISO, from one Subsidiary to another), and a leave of absence, duly authorized
in writing by the Company or a Subsidiary or Affiliate, shall not be deemed a
termination of employment of the employee for purposes of the Plan or with
respect to any Option (in the case of ISOs, to the extent permitted by the
Code).

               8. Rights of Employees and Other Persons. (a) No person shall
have any rights or claims under the Plan except in accordance with the
provisions of the Plan and the applicable Agreement.

               (b) Nothing contained in the Plan or in any Agreement shall be
deemed to (i) give any employee or director the right to be retained in the
service of the Company or any Affiliate nor restrict in any way the right of the
Company or any Affiliate to terminate any


                                      -9-
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employee's employment or any director's directorship at any time with or without
cause, or (ii) confer on any consultant any right of continued relationship with
the Company or any Affiliate, or alter any relationship between them, including
any right of the Company or an Affiliate to terminate its relationship with such
consultant.

               (c) The adoption of the Plan shall not be deemed to give any
employee of the Company or any Affiliate or any other person any right to be
selected to participate in the Plan or to be granted an Option.

               (d) Nothing contained in the Plan or in any Agreement shall be
deemed to give any employee the right to receive any bonus, whether payable in
cash or in Stock, or in any combination thereof, from the Company or any
Affiliate, nor be construed as limiting in any way the right of the Company or
any Affiliate to determine, in its sole discretion, whether or not it shall pay
any employee bonuses, and, if so paid, the amount thereof and the manner of such
payment.

               9. Tax Withholding Obligations. (a) The Company and/or any
Affiliate are authorized to take whatever actions are necessary and proper to
satisfy all obligations of Optionees (including, for purposes of this Section 9,
any other person entitled to exercise an Option pursuant to the Plan or an
Agreement) for the payment of all Federal, state, local and foreign taxes in
connection with any Options (including, but not limited to, actions pursuant to
the following paragraph (b) of this Section 9).

               (b) Each Optionee shall (and in no event shall Stock be delivered
to such Optionee with respect to an Option until), no later than the date as of
which the value of the Option first becomes includible in the gross income of
the Optionee for income tax purposes, pay to the Company in cash, or make
arrangements satisfactory to the Company, as determined in the Committee's
discretion, regarding payment to the Company of, any taxes of any kind required
by law to be withheld with respect to the Stock or other property subject to
such Option, and the Company and any Affiliate shall, to the extent permitted by
law, have the right to deduct any such taxes from any payment of any kind
otherwise due to such Optionee. Notwithstanding the above, the Committee may, in
its discretion and pursuant to procedures approved by the Committee, permit the
Optionee to (i) elect withholding by the Company of Stock otherwise deliverable
to such Optionee pursuant to his or her Option (provided, however, that the
amount of any Stock so withheld shall not exceed the amount necessary to satisfy
the Company's or any Affiliate's required Federal, state, local and foreign
withholding obligations using the minimum statutory withholding rates for
Federal, state and local tax purposes, including payroll taxes, that are
applicable to supplemental taxable income) and/or (ii) tender to the Company
Stock owned by such Optionee (or by such Optionee and his or her spouse jointly)
and acquired more than six (6) months prior to such tender in full or partial
satisfaction of such tax obligations, based, in each case, on the Fair Market
Value of the Stock on the payment date as determined by the Committee.

               10. Changes in Capital. (a) The existence of the Plan and any
Options granted hereunder shall not affect in any way the right or power of the
Board or the stockholders


                                      -10-
<PAGE>

of the Company to make or authorize any adjustment, recapitalization,
reorganization or other change in the Company's capital structure or its
business, any merger or consolidation of the Company or an Affiliate, any issue
of debt, preferred or prior preference stock ahead of or affecting Stock, the
authorization or issuance of additional shares of Stock, the dissolution or
liquidation of the Company or its Affiliates, any sale or transfer of all or
part of its assets or business or any other corporate act or proceeding.

               (b)(i) Upon changes in the outstanding Stock by reason of a stock
dividend, stock split, reverse stock split, subdivision, recapitalization,
reclassification, merger, consolidation (whether or not the Company is a
surviving corporation), combination or exchange of shares of Stock, separation,
or reorganization, or in the event of an extraordinary dividend, "spin-off,"
liquidation, other substantial distribution of assets of the Company or
acquisition of property or stock or other change in capital of the Company, or
the issuance by the Company of shares of its capital stock without receipt of
full consideration therefor, or rights or securities exercisable, convertible or
exchangeable for shares of such capital stock, or any similar change affecting
the Company's capital structure, the aggregate number, class and kind of shares
of stock available under the Plan as to which Options may be granted and the
number, class and kind of shares under each outstanding Option and the exercise
price per share applicable to any such Options shall be appropriately adjusted
by the Committee in its discretion to preserve the benefits or potential
benefits intended to be made available under the Plan or with respect to any
outstanding Options or otherwise necessary to reflect any such change.

                      (ii) Fractional shares of Stock resulting from any
        adjustment in Options pursuant to Section 10(b)(i) shall be aggregated
        until, and eliminated at, the time of exercise of the affected Options.
        Notice of any adjustment shall be given by the Committee to each
        Optionee whose Option has been adjusted and such adjustment (whether or
        not such Notice is given) shall be effective and binding for all
        purposes of the Plan.

               (c) In the event of (i) a stock sale, merger, consolidation,
combination, reorganization or other transaction (other than through a public
offering of common stock of the Company) resulting in less than fifty percent
(50%) of the combined voting power of the surviving or resulting entity being
owned by the shareholders of the Company immediately prior to such transaction,
(ii) the liquidation or dissolution of the Company or the sale or other
disposition of all or substantially all of the assets or business of the Company
(other than, in the case of either clause (i) or (ii) above, in connection with
any employee benefit plan of the Company or an Affiliate), or (iii) an initial
public offering of the Stock pursuant to a registration statement declared
effective under the Securities Act:

                      (1) In its discretion and on such terms and conditions as
        it deems appropriate, the Committee may provide, either by the terms of
        the Agreement applicable to any Option or by a resolution adopted prior
        to the occurrence of the Change in Control, that any outstanding Option
        shall be accelerated and become immediately exercisable as to all or a
        portion of the shares of Stock covered thereby, notwithstanding anything
        to the contrary in the Plan or the Agreement.


                                      -11-
<PAGE>

                      (2) In its discretion, and on such terms and conditions as
        it deems appropriate, the Committee may provide, either by the terms of
        the Agreement applicable to any Option or by resolution adopted prior to
        the occurrence of the Change in Control, that any outstanding Option
        shall be adjusted by substituting for Stock subject to such Option stock
        or other securities of the surviving corporation or any successor
        corporation to the Company, or a parent or subsidiary thereof, or that
        may be issuable by another corporation that is a party to the
        transaction resulting in the Change in Control, whether or not such
        stock or other securities are publicly traded, in which event the
        aggregate exercise price shall remain the same and the amount of shares
        or other securities subject to the Option shall be the amount of shares
        or other securities which could have been purchased on the closing date
        or expiration date of such transaction with the proceeds which would
        have been received by the Optionee if the Option had been exercised in
        full (or with respect to a portion of such Option, as determined by the
        Committee, in its discretion) prior to such transaction or expiration
        date and the Optionee exchanged all of such shares in the transaction.

                      (3) In its discretion, and on such terms and conditions as
        it deems appropriate, the Committee may provide, either by the terms of
        the Agreement applicable to any Option or by resolution adopted prior to
        the occurrence of the Change in Control, that any outstanding Option
        shall be converted into a right to receive cash on or following the
        closing date or expiration date of the transaction resulting in the
        Change in Control in an amount equal to the highest value of the
        consideration to be received in connection with such transaction for one
        share of Stock, or, if higher, the highest Fair Market Value of the
        Stock during the thirty (30) consecutive business days immediately prior
        to the closing date or expiration date of such transaction, less the per
        share exercise price of such Option, multiplied by the number of shares
        of Stock subject to such Option, or a portion thereof.

                      (4) The Committee may, in its discretion, provide that an
        Option cannot be exercised after such a Change in Control, to the extent
        that such Option is or becomes fully exercisable on or before such
        Change in Control or is subject to any acceleration, adjustment or
        conversion in accordance with the foregoing paragraphs (1), (2) or (3)
        of this Section 10.

No Optionee shall have any right to prevent the consummation of any of the
foregoing acts affecting the number of shares of Stock available to such
Optionee. Any actions or determinations of the Committee under this subsection
10(c) need not be uniform as to all outstanding Options, nor treat all Optionees
identically. Notwithstanding the foregoing adjustments, in no event may any
Option be exercised after ten (10) years from the date it was originally
granted, and any changes to ISOs pursuant to this Section 10 shall, unless the
Committee determines otherwise, only be effective to the extent such adjustments
or changes do not cause a "modification" (within the meaning of Section
424(h)(3) of the Code) of such ISOs or adversely affect the tax status of such
ISOs.


                                      -12-
<PAGE>

               11. Miscellaneous Provisions. (a) The Plan shall be unfunded. The
Company shall not be required to establish any special or separate fund or to
make any other segregation of assets to assure the issuance of shares of Stock
or the payment of cash upon exercise or payment of any Option. Proceeds from the
sale of shares of Stock pursuant to Options granted under the Plan shall
constitute general funds of the Company.

               (b) Except as otherwise provided in this paragraph (b) of Section
11 or by the Committee in accordance with paragraph (c) of Section 3, an Option
by its terms shall be personal and may not be sold, transferred, pledged,
assigned, encumbered or otherwise alienated or hypothecated otherwise than by
will or by the laws of descent and distribution and shall be exercisable during
the lifetime of the Optionee only by him or her. An Agreement may permit the
exercise or payment of an Optionee's Option (or any portion thereof) after his
or her death by or to the beneficiary most recently named by such Optionee in a
written designation thereof filed with the Company, or, in lieu of any such
surviving beneficiary, as designated by the Optionee by will or by the laws of
descent and distribution. In the event any Option is exercised by the executors,
administrators, heirs or distributees of the estate of a deceased Optionee, or
such an Optionee's beneficiary, or the transferee of an Option, in any such case
pursuant to the terms and conditions of the Plan and the applicable Agreement
and in accordance with such terms and conditions as may be specified from time
to time by the Committee, the Company shall be under no obligation to issue
Stock thereunder, unless and until the Committee is satisfied that the person or
persons exercising such Option is the duly appointed legal representative of the
deceased Optionee's estate or the proper legatee or distributee thereof or the
named beneficiary of such Optionee, or the valid transferee of such Option, as
applicable.

               (c) (i) If at any time the Committee shall determine, in its
discretion, that the listing, registration and/or qualification of shares of
Stock upon any securities exchange or under any state or Federal law, or the
consent or approval of any governmental regulatory body, is necessary or
desirable as a condition of, or in connection with, the sale or purchase of
shares of Stock hereunder, no Option may be granted, exercised or paid in whole
or in part unless and until such listing, registration, qualification, consent
and/or approval shall have been effected or obtained, or otherwise provided for,
free of any conditions not acceptable to the Committee.

               (ii) If at any time counsel to the Company shall be of the
        opinion that any sale or delivery of shares of Stock pursuant to an
        Option is or may be in the circumstances unlawful or result in the
        imposition of excise taxes on the Company or any Affiliate under the
        statutes, rules or regulations of any applicable jurisdiction, the
        Company shall have no obligation to make such sale or delivery, or to
        make any application or to effect or to maintain any qualification or
        registration under the Securities Act, or otherwise with respect to
        shares of Stock or Options and the right to exercise any Option shall be
        suspended until, in the opinion of such counsel, such sale or delivery
        shall be lawful or will not result in the imposition of excise taxes on
        the Company or any Affiliate.

               (iii) Upon termination of any period of suspension under this
        Section 11(c), any Option affected by such suspension which shall not
        then have expired or terminated shall be reinstated as to all shares
        available before such suspension and as to the shares


                                      -13-
<PAGE>

        which would otherwise have become available during the period of such
        suspension, but no suspension shall extend the term of any Option.

               (d) (i) The Committee may require each person receiving Stock in
connection with any Option under the Plan to represent and agree with the
Company in writing that such person is acquiring the shares of Stock for
investment without a view to the distribution thereof. The Committee, in its
absolute discretion, may impose such restrictions on the ownership and
transferability of the shares of Stock purchasable or otherwise receivable by
any person under any Option as it deems appropriate.

               (ii) Upon the voluntary or involuntary termination of an
        Optionee's employment or other period of service with the Company or an
        Affiliate under any circumstances (including, without limitation, death
        or Disability), the Company shall have the right, but not the
        obligation, to purchase from the Optionee (or any transferee thereof)
        any of the shares of Stock issued pursuant to any Option granted to such
        Optionee. The purchase price for the shares of Stock to be repurchased
        shall be not less than the fair market value of such shares on the date
        of such termination of employment, and such repurchase right shall
        terminate when the Stock becomes publicly traded. Notwithstanding the
        immediately preceding sentence to the contrary, the Committee may
        determine that the purchase price for the shares of Stock to be
        repurchased shall be the original purchase price (the option exercise
        price) paid for such shares of Stock by the Optionee; provided that the
        Company's right to repurchase such shares at such original purchase
        price shall lapse at the rate of at least twenty percent (20%) of the
        shares per year over five (5) years from the date of grant of the
        Option; provided further, however, that the purchase price for any such
        shares as to which the Company's repurchase right has lapsed in
        accordance with the immediately preceding proviso shall be the Fair
        Market Value of such shares. Such repurchase right must be exercised by
        the Company within ninety (90) days of termination of the Optionee's
        employment with the Company or an Affiliate (or, in the case of any
        shares issued upon exercise of an Option after the date of such
        termination, within ninety (90) days after the date of such exercise)
        for cash or cancellation of purchase money indebtedness for the shares
        of Stock. The Committee may also provide that the Company shall have the
        right, but not the obligation, to purchase any shares of Stock issued
        pursuant to an Option if the Committee determines, in its discretion,
        that such repurchase is necessary to prevent the Company from being
        subject to the reporting requirements of the Securities Exchange Act of
        1934, as amended; provided that (1) the purchase price for such shares
        of Stock to be repurchased shall be not less than the fair market value
        of such shares on the date the Company delivers notice of such purchase,
        and (2) such repurchase right shall terminate when the Stock becomes
        publicly traded. Notwithstanding the foregoing provisions of this
        paragraph (d)(ii) of Section 11, the Committee may require such a
        repurchase right in such other circumstances and subject to such other
        terms and conditions as the Committee, in its discretion, may determine
        in the case of any shares of Stock held by an officer, director or
        consultant of the Company or an Affiliate.


                                      -14-
<PAGE>

               (iii) Any restrictions described in this paragraph (d) of Section
        11 shall be set forth in the applicable Agreement, and the certificates
        evidencing such shares may include any legend that the Committee deems
        appropriate to reflect any such restrictions.

               (e) By accepting any benefit under the Plan, each Optionee and
each person claiming under or through such Optionee shall be conclusively deemed
to have indicated their acceptance and ratification of, and consent to, all of
the terms and conditions of the Plan and any action taken under the Plan by the
Committee, the Company or the Board, in any case in accordance with the terms
and conditions of the Plan.

               (f) In the discretion of the Committee, an Optionee may elect
irrevocably (at a time and in a manner determined by the Committee) prior to
exercising an Option that delivery of shares of Stock upon such exercise shall
be deferred until a future date and/or the occurrence of a future event or
events, specified in such election. Upon the exercise of any such Option and
until the delivery of any shares under this paragraph (f) of Section 11, the
number of shares otherwise issuable to the Optionee shall be credited to a
memorandum account in the records of the Company or its designee and any
dividends or other distributions payable on such shares shall be deemed
reinvested in additional shares of Stock, in a manner determined by the
Committee, until all shares of Stock credited to such Optionee's memorandum
account shall become issuable pursuant to the Optionee's election.

               (g) The Committee may, in its discretion, extend one or more
loans to Optionees who are directors, key employees or consultants of the
Company or an Affiliate in connection with the exercise or receipt of an Option
granted to any such individual. The terms and conditions of any such loan shall
be established by the Committee.

               (h) The Committee may, in its discretion, provide in the terms of
any Agreement that (i) any proceeds, gains or other economic benefit actually or
constructively received by an Optionee upon any receipt or exercise of an
Option, or upon the receipt or resale of any Stock underlying the Option, must
be paid to the Company, and (ii) the Option shall terminate and any unexercised
portion of the Option (whether or not vested) shall be forfeited, if (1) the
Optionee ceases the performance of services for the Company or any Affiliate
prior to a specified date, or within a specified time period following receipt
or exercise of the Option, or (2) the Optionee at any time, or during a
specified time period, engages in any activity in competition with the Company
or any Affiliate, or which is adverse, contrary or harmful to the interests of
the Company or any Affiliate, or the Optionee ceases the performance of services
for the Company or any Affiliate for Cause.

               (i) Neither the adoption of the Plan nor anything contained
herein shall affect any other compensation or incentive plans or arrangements of
the Company or any Affiliate, or prevent or limit the right of the Company or
any Affiliate to establish any other forms of incentives or compensation for
their directors, employees or consultants or grant or assume options or other
rights otherwise than under the Plan.


                                      -15-
<PAGE>

               (j) The Plan shall be governed by and construed in accordance
with the laws of the State of California, without regard to such State's choice
of law provisions, and, in any event, except as superseded by applicable Federal
law.

               (k) The words "Section," "subsection" and "paragraph" herein
shall refer to provisions of the Plan, unless expressly indicated otherwise.
Wherever any words are used in the Plan or any Agreement in the masculine gender
they shall be construed as though they were also used in the feminine gender in
all cases where they would so apply, and wherever any words are used herein in
the singular form they shall be construed as though they were also used in the
plural form in all cases where they would so apply.

               (l) The Company shall bear all costs and expenses incurred in
administering the Plan, including expenses of issuing Stock pursuant to any
Options granted hereunder.

               12. Limits of Liability. (a) Any liability of the Company or an
Affiliate to any Optionee with respect to any Option shall be based solely upon
contractual obligations created by the Plan and the Agreement.

               (b) None of the Company, any Affiliate, any member of the
Committee or the Board or any other person participating in any determination of
any question under the Plan, or in the interpretation, administration or
application of the Plan, shall have any liability, in the absence of bad faith,
to any party for any action taken or not taken in connection with the Plan,
except as may expressly be provided by statute.

               13. Amendments and Termination. (a) The Board may, at any time
and with or without prior notice, amend, alter, suspend or terminate the Plan,
retroactively or otherwise; provided, however, unless otherwise required by law
or specifically provided herein, no such amendment, alteration, suspension or
termination shall be made which would materially impair the previously accrued
rights of any holder of an Option theretofore granted without his or her written
consent, or which, without first obtaining approval of the stockholders of the
Company (where such approval is necessary to satisfy (i) with regard to ISOs,
any requirements under the Code relating to ISOs or (ii) any applicable law,
regulation or rule), would:

               (1)    except as is provided in Section 10, increase the maximum
                      number of shares of Stock which may be sold or awarded
                      under the Plan;

               (2)    except as is provided in Section 10, decrease the minimum
                      option exercise price requirements of Section 6(a);

               (3)    change the class of persons eligible to receive Options
                      under the Plan; or

               (4)    extend the duration of the Plan or the period during which
                      Options may be exercised under Section 6(b).


                                      -16-
<PAGE>

               (b) The Committee may amend the terms of any Option theretofore
granted, including any Agreement, retroactively or prospectively, but no such
amendment shall materially impair the previously accrued rights of any Optionee
without his or her written consent.

               14. Duration. Following the adoption of the Plan by the Board,
the Plan shall become effective as of the date on which it is approved by the
holders of a majority of the Company's outstanding Stock which is present and
voted at a meeting, or by written consent in lieu of a meeting, which approval
must occur within the period ending twelve (12) months after the date the Plan
is adopted by the Board. The Plan shall terminate upon the earliest to occur of:

               (a)    the effective date of a resolution adopted by the Board
                      terminating the Plan in accordance with Section 13;

               (b)    the date all shares of Stock subject to the Plan are
                      delivered pursuant to the Plan's provisions; or

               (c)    ten (10) years from the date the Plan is approved by the
                      Company's shareholders.

No Option may be granted under the Plan after the earliest to occur of the
events or dates described in the foregoing paragraphs (a) through (c) of this
Section 14; however, Options theretofore granted may extend beyond such date.

               No such termination of the Plan shall affect the previously
accrued rights of any Optionee hereunder and all Options previously granted
hereunder shall continue in force and in operation after the termination of the
Plan, except as they may be otherwise terminated in accordance with the terms of
the Plan or the Agreement.

               15. Information to Optionees. To the extent required by Sections
260.140.41 and 260.140.46 of the California Code of Regulations, or any
successor or similar regulation or rule, the Company shall provide to each
Optionee, not less frequently than annually, during the period such Optionee has
one or more Options outstanding, and, in the case of an individual who acquires
shares of Stock pursuant to the Plan, during the period such individual owns
such shares of Stock, copies of the annual financial statements of the Company.
The Company shall not be required to provide any such financial statements to
key employees of the Company whose duties in connection with the Company assure
their access to equivalent information.


                                      -17-
<PAGE>

                          KINETICS HOLDINGS CORPORATION
                          STOCK OPTION AWARD AGREEMENT

This Stock Option Award Agreement (this "Agreement"), dated October 24, 2000, is
made between Kinetics Holdings Corporation (the "Company") and the Optionee as
named on the Notice of Stock Option Award attached hereto ("Notice"). All
capitalized terms used herein that are not defined herein shall have the
respective meanings given to such terms in the Kinetics Holdings Corporation
Stock Option Plan (the "Plan").

                              W I T N E S S E T H :

        1. Grant of Option. Pursuant to the provisions of the Plan, the Company
hereby grants to the Optionee, subject to the terms and conditions of the Plan
and subject further to the terms and conditions herein set forth, the right and
option to purchase from the Company all or any part of an aggregate of the
number of shares of the voting Common Stock of the Company, $0.01 par value per
share ("Stock") set forth in the Notice, at a per share purchase price as set
forth in the Notice (the "Option"), such Option to be exercisable as hereinafter
provided. If designated as an "incentive stock option" set forth in the Notice,
the Option is intended to qualify as an "incentive stock option" within the
meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the
"CODE").

        2. Terms and Conditions. It is understood and agreed that the Option
evidenced hereby is subject to the following terms and conditions:

               (a) Expiration Date. The Option shall expire ten (10) years after
the date indicated above.

               (b) Exercise of Option. (i) Subject to the other terms of this
Agreement and the Plan, the Option may be exercised (A) as to twenty-five
percent (25%) of the total shares of Stock subject to the Option, on or after
the first anniversary of the date of this Agreement, and, (B) with respect to
the remaining seventy-five percent (75%) of the total shares of Stock subject to
the Option, as to an additional two and one-twelfth percent (2-1/12%) of the
total shares of Stock subject to the Option on or after the last day of the
first calendar month immediately following the month of such first anniversary,
and the last day of each succeeding calendar month ending on or before the
fourth anniversary of the date of this Agreement, plus any shares of Stock as to
which the Option could have been exercised previously, but was not so exercised.

               (ii) Notwithstanding the foregoing provisions of this Section
        2(b), in the event of a Change in Control, the Option shall immediately
        become exercisable to the extent provided by the Committee in a
        resolution adopted prior to and in connection with such Change in
        Control.

               (iii) Any exercise of all or any part of the Option shall be
        accompanied by Notice to the Company specifying the number of shares of
        Stock as to which the Option


                                      -18-
<PAGE>

        is being exercised. Upon the valid exercise of all or any part of the
        Option, a certificate (or certificates) for the number of shares of
        Stock with respect to which the Option is exercised shall be issued in
        the name of the Optionee, subject to the other terms and conditions of
        this Agreement and the Plan, subject to the other terms and conditions
        of this Agreement and the Plan, and delivered to the Optionee.

               (c) Consideration. At the time of any exercise of the Option, the
purchase price of the shares of Stock as to which the Option shall be exercised
shall be paid to the Company in (i) in United States dollars by personal check,
bank draft or money order; (ii) if permitted by applicable law and approved by
the Committee in accordance with the Plan, with Stock, duly endorsed for
transfer to the Company, already owned by the Optionee (or by the Optionee and
his spouse jointly) for at least six (6) months prior to the tender thereof and
not used for another such exercise during such six (6) month period, having a
total Fair Market Value on the date of such exercise of the Option, equal to
such purchase price of such shares of Stock; (iii) if permitted by applicable
law, in accordance with a cashless exercise or broker-assisted exercise
procedure approved by the Committee permitting the Optionee to authorize a
broker or dealer to sell shares of Stock (or a sufficient portion of such
shares) that may be acquired upon exercise of the Option and pay to the Company
in cash a portion of the sale proceeds equal to such purchase price of the
shares of Stock for which the Option is so exercised and any taxes required to
be paid as a result of such exercise; or (iv) a combination of the consideration
provided for in the foregoing clauses (i) through (iii).

               (d) Exercise Upon Death, Disability or Termination of Employment.
The Option shall terminate upon the termination, for any reason, of the
Optionee's employment with the Company or a Subsidiary, and no shares of Stock
may thereafter be purchased under the Option except as follows:

               (i) In the event of the death of the Optionee while an employee
        of the Company or a Subsidiary, the Option, to the extent the Option is
        exercisable in accordance with Section 2(b) hereof as of the date of
        death, or, if death occurs after the first anniversary of the date of
        this Agreement, scheduled to become exercisable under Section 2(b)(i)
        hereof on the last day of the calendar month containing the date of
        death, may be exercised after his death by his designated beneficiary,
        his heir, the legal representative of the Optionee's estate or by the
        legatee of the Optionee under his last will for a period of one (1) year
        from the date of his death or until the expiration of the stated period
        of the Option, whichever period is the shorter.

               (ii) If the Optionee's employment with the Company or a
        Subsidiary shall terminate by reason of Disability, the Option, to the
        extent exercisable in accordance with Section 2(b) hereof as of the date
        of such termination of employment, or, if such termination occurs after
        the first anniversary of the date of this Agreement, scheduled to become
        exercisable under Section 2(b)(i) hereof on the last day of the calendar
        month in which such termination occurs, may be exercised after such
        termination but may not be exercised after the expiration of the period
        of one (1) year from the date of such


                                      -19-
<PAGE>

        termination of employment or of the stated period of the Option,
        whichever period is the shorter.

               (iii) If the Optionee voluntarily terminates his employment with
        the Company or a Subsidiary or the Company or such Subsidiary terminates
        the Optionee's employment, and, in any case, such termination of
        employment is not for Cause, the Option, to the extent exercisable in
        accordance with Section 2(b) hereof as of the date of such termination,
        or, if such termination occurs after the first anniversary of the date
        of this Agreement, scheduled to become exercisable under Section 2(b)(i)
        hereof on the last day of the calendar month in which such termination
        occurs, may thereafter be exercised but may not be exercised after the
        expiration of the period of three (3) months from the date of such
        termination of employment or of the stated period of the Option,
        whichever period is the shorter.

               (iv) If the Optionee's employment with the Company or a
        Subsidiary is terminated by reason of the Optionee's retirement after
        attaining both five (5) years of continuous service as an employee of
        the Company and/or a Subsidiary and 59 1/2 years of age, the Option, to
        the extent exercisable in accordance with Section 2(b) hereof as of the
        date of such retirement, or, if such retirement occurs after the first
        anniversary of the date of this Agreement, scheduled to become
        exercisable under Section 2(b)(i) hereof on the last day of the calendar
        month in which such retirement occurs, may be exercised after such
        retirement, but may not be exercised after the expiration of the period
        of two (2) years from the date of such retirement or of the stated
        period of the Option, whichever period is the shorter.

               (v) If the Optionee dies after termination of his employment with
        the Company and/or a Subsidiary under paragraph (ii), (iii) or (iv) of
        this Section 2(d) above during the one-year, three-month or two-year
        period following such termination specified, respectively, in such
        paragraphs, the Option, to the extent the Option would have been
        exercisable in accordance with such applicable paragraph (ii), (iii) or
        (iv) as of the date of the Optionee's death, may be exercised after his
        death by his designated beneficiary, his heir, the legal representative
        of his estate or by the legatee of the Optionee under his last will
        until the expiration of the period of one (1) year from the date of his
        death or of the stated period of the Option, whichever period is the
        shorter.

               (vi) If the Optionee's employment is terminated by the Company or
        a Subsidiary for Cause, the Option shall automatically, without any
        further action required by the Company, terminate on the date of such
        termination of employment and no shares of Stock may thereafter be
        purchased under the Option.

               (e) Nontransferability. The Option shall not be transferable
otherwise than by will or the laws of descent and distribution, and is
exercisable, during the lifetime of the Optionee, only by him; provided that the
Option may be exercised after the Optionee's death by the beneficiary most
recently named by the Optionee in a written designation thereof filed by the
Optionee with the Company, in accordance with the Plan.


                                      -20-
<PAGE>

               (f) Withholding Taxes. At the time of receipt of Stock upon the
exercise of all or any part of the Option, the Optionee shall be required to pay
to the Company in cash (or make other arrangements, in accordance with Section 9
of the Plan, for the satisfaction of) any taxes of any kind required by law to
be withheld with respect to such Stock; provided, however, such tax withholding
obligations may be met, in whole or in part, pursuant to procedures, if any,
approved by the Committee in its discretion and in accordance with applicable
law, by (i) the withholding by the Company of Stock otherwise deliverable to the
Optionee pursuant to the Option with a Fair Market Value on the date of such
exercise equal to such tax liability (provided, however, that the amount of any
Stock so withheld shall not exceed the amount necessary to satisfy required
Federal, state and local tax withholding obligations using the minimum statutory
withholding rates that are applicable to supplemental taxable income) and/or
(ii) tendering to the Company Stock, duly endorsed for transfer to the Company,
owned by the Optionee (or by the Optionee and his spouse jointly) and acquired
more than six (6) months prior to such tender with a Fair Market Value on the
date of such exercise equal to such tax liability. In no event shall Stock be
delivered to the Optionee until the Optionee has paid to the Company in cash, or
made arrangements satisfactory to the Company regarding the payment of, the
amount of any taxes of any kind required by law to be withheld with respect to
the Stock subject to the Option, and the Company shall have the right to deduct
any such taxes from any payment of any kind otherwise due to the Optionee.

               (g) No Rights as Stockholder. Neither the Optionee nor any other
person shall become the beneficial owner of the shares of Stock subject to the
Option, nor have any rights to dividends or other rights as a shareholder with
respect to any such shares, until the Optionee has exercised the Option in
accordance with the provisions hereof and of the Plan.

               (h) No Right to Continued Employment. Neither the Option nor any
terms contained in this Agreement shall confer upon the Optionee any express or
implied right to be retained in the service of the Company or an Affiliate for
any period or at all, nor restrict in any way the right of the Company or any
Affiliate, which right is hereby expressly reserved, to terminate his employment
at any time with or without cause. The Optionee acknowledges and agrees that any
right to exercise the Option is earned only by continuing as an employee of the
Company and the Subsidiaries at the will of the Company or any such Subsidiary,
or satisfaction of any other applicable terms and conditions contained in this
Agreement and the Plan, and not through the act of being hired, being granted
the Option or acquiring shares of Stock hereunder.

               (i) Inconsistency with Plan. Notwithstanding any provision herein
to the contrary, the Option provides the Optionee with no greater rights or
claims than are specifically provided for under the Plan. If and to the extent
that any provision contained in this Agreement is inconsistent with the Plan,
the Plan shall govern.

               (j) Compliance with Laws and Regulations. The Option and the
obligation of the Company to sell and deliver shares of Stock hereunder shall be
subject in all respects to (i) all applicable Federal and state laws, rules and
regulations and (ii) any registration, qualification, approvals or other
requirements imposed by any government or regulatory agency or body which the
Committee shall, in its discretion, determine to be necessary or applicable, in
all respects. Moreover, the Option may not be exercised if its exercise, or the
receipt of shares of Stock


                                      -21-
<PAGE>

pursuant thereto, would be contrary to applicable law. If at any time the
Company shall determine, in its discretion, that the listing, registration or
qualification of shares of Stock upon any national securities exchange or under
any state or Federal law, or the consent or approval of any governmental
regulatory body, is necessary or desirable, the Company shall not be required to
deliver any certificates for shares of Stock to the Optionee or any other person
unless and until such listing, registration, qualification, consent or approval
shall have been effected or obtained, or otherwise provided for, free of any
conditions not acceptable to the Company.

        3. Investment Representation. If at the time of exercise of all or part
of the Option the Stock is not registered under the Securities Act and/or there
is no current prospectus in effect under the Securities Act with respect to the
Stock, the Optionee shall execute, prior to the issuance of any shares of Stock
to the Optionee by the Company, an agreement (in such form as the Committee may
specify) in which the Optionee, among other things, represents, warrants and
agrees that the Optionee is purchasing or acquiring the shares acquired under
this Agreement for the Optionee's own account, for investment only and not with
a view to the resale or distribution thereof, that the Optionee has knowledge
and experience in financial and business matters, that the Optionee is capable
of evaluating the merits and risks of owning any shares of Stock purchased or
acquired under this Agreement, that the Optionee is a person who is able to bear
the economic risk of such ownership and that any subsequent offer for sale or
distribution of any of such shares shall be made only pursuant to (i) a
registration statement on an appropriate form under the Securities Act, which
registration statement has become effective and is current with regard to the
shares being offered or sold, or (ii) a specific exemption from the registration
requirements of the Securities Act, it being understood that to the extent any
such exemption is claimed, the Optionee shall, prior to any offer for sale or
sale of such shares, obtain a prior favorable written opinion, in form and
substance satisfactory to the Committee, from counsel for or approved by the
Committee, as to the applicability of such exemption thereto.

        4. Lock-Up Period. The Optionee hereby agrees that, if so requested by
the Company or any representative of the underwriters (the "Managing
Underwriter") in connection with any registration of the offering of any
securities of the Company under the Securities Act, the Optionee shall not
offer, pledge, sell, contract to sell, sell any option or contract to purchase,
purchase any option or contract to sell, grant any option, right or warrant to
purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any
Stock or other securities of the Company or enter into any swap, hedging or
other arrangement that transfers to another, in whole or in part, any of the
economic consequences of ownership of any Stock or other securities of the
Company (each such action, "Transfer") for the thirty (30) days prior to, and
the one hundred-eighty (180) days after (the "Market Standoff Period"), the
effectiveness of the registration statement pursuant to which such offering
shall be made (or such shorter period of time as is sufficient and appropriate,
in the opinion of the Managing Underwriter, in order to complete the sale and
distribution of the securities included in such offering). Such restriction
shall apply only to the first two registration statements of the Company to
become effective under the Securities Act which includes securities to be sold
on behalf of the Company to the public in an underwritten public offering under
the Securities Act. The Company may impose stop-transfer instructions with
respect to securities subject to the foregoing restrictions until the end of
such Market Standoff Period.


                                      -22-
<PAGE>

        5. Company's Right to Purchase Stock and Options. (a) Upon the
termination, for any reason, of the Optionee's employment with the Company or an
Affiliate, the Company shall have the right, but not the obligation, to purchase
any or all of the shares of Stock which have been purchased by the Optionee, or
any person permitted to exercise the Option under Section 2(d) hereof, pursuant
to exercise of the Option ("Option Stock"), and which the Optionee, such other
person, or any permitted donee of such Stock, under Section 6 hereof, then
holds, and all or any portion of the Option that is exercisable upon such
termination of employment under Section 2(d) hereof (the "Vested Option"), by
delivering notice to the Optionee and/or such donee of Option Stock or other
person permitted to exercise the Option, as applicable, within sixty (60)
calendar days after such termination of the Optionee's employment, at: (x) the
fair market value of such shares of Option Stock and Vested Option as of the
date the Company delivers such notice, as determined in good faith by the
Committee (without discount for lack of marketability or minority interest),
based upon a customary appraisal prepared by an independent appraisal company,
or such other reasonable valuation method as the Committee shall select and
apply as of the given date, or (y) in the case of Option Stock, the purchase
price set forth in Section 1 hereof if greater than the purchase price
determined in accordance with clause (x) immediately preceding. The Company
shall also have the right, but not the obligation, to purchase any or all of the
shares of Option Stock, at the purchase price specified in the immediately
preceding sentence, if the Committee determines, in its discretion, that such
repurchase is necessary to prevent the Company from being subject to the
reporting requirements of the Securities Exchange Act of 1934, as amended. The
Company shall not have the right to repurchase the Option Stock and Vested
Option described in this Section 5 upon termination of the Optionee's employment
with the Company or an Affiliate after the Stock becomes publicly traded;
provided, however, that if the provisions of the first sentence of Section 9(a)
hereof apply to the Optionee, then the Company shall have such repurchase right,
in accordance with Section 9, whether or not the Stock is publicly traded.

               (b) If the Company shall elect to exercise its right to purchase
any Option Stock or Vested Option under this Section 5, the closing of such
purchase by the Company shall take place no later than thirty (30) days after
the exercise of such right. On the date scheduled for such closing, the price
for the shares of Stock and/or Vested Option to be purchased by the Company,
determined in accordance with paragraph (a) of this Section 5 or paragraph (a)
of Section 9 hereof, as applicable, shall be paid by the Company by check or
checks to the record holder of such shares or Vested Option against delivery of
a certificate or certificates representing the purchased shares in proper form
for transfer and/or this Agreement, as the case may be. In connection with such
closing, such record holder shall warrant in writing to the Company good and
marketable title to the purchased shares, free and clear of all claims, liens,
charges, encumbrances and security interests of any nature whatsoever except
those under this Agreement. Notwithstanding anything to the contrary contained
herein, all repurchases of Option Stock and/or Vested Options by the Company
will be subject to applicable restrictions contained under Delaware law and in
the Company's and any Affiliate's debt and equity financing agreements,
including, but not limited to, the Credit Documents (as defined in the
Shareholders Agreement, dated as of August 30, 2000, by and among the Company
and the Stockholders Signatory Thereto, as such agreement may be amended from
time to time (the "Shareholders


                                      -23-
<PAGE>

Agreement"). If any such restrictions prohibit the Company's purchase of Option
Stock or Vested Options pursuant to this Section 5 which the Company is
otherwise entitled to make, the Company may make such purchases as soon as it is
permitted to do so under such restrictions and all restrictions on the transfer
of Option Stock or Vested Options in effect on the date such Company purchase
right arose shall remain in effect until fifteen (15) days after the end of the
period in which the Company is permitted to make such purchases.

               (c) None of the shares of Option Stock shall be transferred on
the Company's books nor shall the Company recognize any such purported Transfer
of any such shares or any interest therein unless and until all applicable
provisions of Sections 4, 5, 6 and 7 of this Agreement have been complied with
in all respects. The certificates evidencing shares of Option Stock shall bear
legends to the following effect:

        "The shares represented by this certificate are subject to certain
        restrictions against transfer set forth in a Stock Option Award
        Agreement between the stockholder to whom the shares were originally
        issued and Kinetics Holdings Corporation (the "Company"), as may be
        amended from time to time. Such shares are also subject to a limited
        call option of the Company as described in Section 5 and certain
        drag-along rights as described in Section 7, in each case of such Stock
        Option Award Agreement.

        The shares represented by this certificate have not been registered
        under the Securities Act of 1933, as amended (the "Securities Act"), and
        such shares may not be offered, sold, pledged or otherwise transferred
        except (1) pursuant to an exemption from, or in a transaction not
        subject to, the registration requirements under the Securities Act or
        (2) pursuant to an effective registration statement under the Securities
        Act, in each case in accordance with any applicable securities laws of
        any State of the United States."

        6. Restrictions on Transfer of Stock. The Optionee shall not Transfer
shares of Option Stock received by the Optionee (or any interest or right in
such shares) except: (a) to the Company; (b) pursuant to a registration
statement filed pursuant to the Securities Act or, at any time after the initial
Public Offering of the Company, pursuant to Rule 144 under the Securities Act in
an unsolicited brokerage transaction to the public; (c) following his death, by
will or intestacy to the Optionee's beneficiary, legal representative, heir or
legatee; (d) as a gift or gifts during the Optionee's lifetime to the Optionee's
spouse, children or grandchildren, or to a trust, partnership or other legal
entity for the benefit of, or in which the only partners or members are, the
Optionee and/or any of the foregoing, provided that the donee of such shares
agrees to be bound by the provisions of Sections 4, 5, 6, 7 and 8 of this
Agreement; or (e) pursuant to Section 7 of this Agreement.

        7. Drag-Along Rights. (a) Each time the stockholders of the Company
meet, or act by written consent in lieu of a meeting, for purposes of approving
a Sale of the Business, the Option Stockholder agrees to vote all of his or her
shares of Option Stock at such meeting of stockholders of the Company or by
written consent in lieu of a meeting, and shall sell the pro rata portion of the
Option Stockholder's Option Stock along with the Selling Group, in connection
with such Sale of the Business. In order to effect the foregoing covenant, the
Option Stockholder shall grant to the Selling Group, or to DBCP, upon the
written request of DBCP if


                                      -24-
<PAGE>

DBCP votes in favor of such Sale of the Business, or Behrman, upon the written
request of Behrman if DBCP does not vote in favor of such Sale of the Business
and Behrman votes in favor of such Sale of the Business, with respect to all of
his shares of Option Stock an irrevocable proxy (which is deemed to be coupled
with an interest) with respect to any stockholder vote or action by written
consent solely to effect such Sale of the Business as described in this Section
7.

               (b) The Option Stockholder agrees to cooperate fully (including
by waiving any appraisal rights to which the Option Stockholder may be entitled
under applicable law, rule or regulation) with the Selling Group, DBCP and
Behrman, as the case may be, and the purchaser in any such Sale of the Business
and to execute and deliver all documents (including purchase agreements) and
instruments as the Selling Group, DBCP or Behrman, as the case may be, and such
purchaser request to effect such Sale of the Business, including, without
limitation, the making of all representations and warranties and the granting of
all indemnifications and the execution of all agreements (including, without
limitation, participating in any escrow arrangements to the extent of the Option
Stockholder's "pro rata portion") and similar arrangements which the Selling
Group, DBCP or Behrman, as the case may be, is making or executing. Upon such
Sale of the Business, the Option Stockholder shall receive his or her "pro rata
portion" of the net proceeds (taking into account the exercise or conversion of
any Equity Security to be transferred and any transaction costs and expenses
incurred by the Selling Group, DBCP and Behrman, as the case may be, in
connection with such Sale of the Business, including, without limitation, the
fees described in Section 7(c) hereof), and such sale shall be on the same terms
and conditions as those afforded to the Selling Group, DBCP or Behrman, as the
case may be. For purposes of this Section 7(b), "pro rata portion" shall mean a
fraction, the numerator of which is the number of Common Stock Equivalents held
by the Option Stockholder immediately prior to such Sale of the Business and the
denominator of which is the total number of Common Stock Equivalents outstanding
immediately prior to such Sale of Business. For purposes of this Section 7(b),
the computation of Common Stock Equivalents shall include Equity Securities that
would become Common Stock Equivalents in accordance with their terms immediately
after the consummation of the transactions contemplated by this Section 7.

               (c) The Option Stockholder understands and agrees that in
consideration of investment banking services provided by an investment banking
group (which may consist of or include DBCP, Behrman or any of their respective
Affiliates (as defined in the Stockholders Agreement)) a reasonable fee may be
paid in an amount that is customary and equivalent to a fee arrangement
negotiated on an "arms-length" basis.

               (d) Notwithstanding anything contained in this Section 7 to the
contrary, there shall be no liability on the part of the DBCP, Behrman or
Selling Group (or their respective Affiliates and Permitted Transferees (as
defined in the Stockholders Agreement)) to the Option Stockholder in the event
no Equity Securities are sold even if the provisions of this Section 7 have been
triggered.

               (e) Capitalized terms used in Sections 5, 6 and 7 hereof that are
not otherwise defined in the Plan or this Agreement have the meanings given such
terms in Appendix A hereto.


                                      -25-
<PAGE>

        8. Certain Other Representations and Covenants of the Optionee. (a) The
Optionee hereby acknowledges receipt of a copy of the Plan and represents that
he is familiar with the terms and provisions thereof. The Optionee hereby
represents and acknowledges that he has reviewed the Plan and this Agreement in
their entirety, has had an opportunity to obtain the advice of counsel prior to
executing this Agreement and fully understands all provisions of the Plan and
this Agreement. The Optionee hereby agrees to be bound by all of the terms and
provisions of the Plan and this Agreement, including the terms and provisions
adopted after the granting of the Option but prior to the complete exercise
hereof, subject to the last paragraph of Section 13 of the Plan as in effect on
the date hereof; provided that any Stock acquired under the Option shall carry
equal voting rights with the common stock or similar equity securities of the
Company not acquired under the Plan; and provided further that any provision
contained in this Agreement the enforcement of which would violate the
securities laws of the State of California shall not apply. The Optionee hereby
agrees to accept as binding, conclusive and final all decisions and
interpretations of the Committee or the Board upon any questions arising under
the Plan, this Agreement or otherwise relating to the Option.

               (b) The Optionee hereby agrees to vote all of his shares of
Option Stock for the directors designated pursuant to the Shareholders
Agreement.

        9. Forfeiture. (a) Notwithstanding any other provisions of this
Agreement to the contrary, if (A) during the term of the Optionee's employment
with the Company or an Affiliate or during the one (1) year period thereafter,
the Optionee (x) engages in Competition (within the meaning of paragraph (b) of
this Section 9) or (y) directly or indirectly, employs, solicits for employment
or otherwise contracts for the services of any employee of the Company or any
Affiliate as of the date of this Agreement, or who shall subsequently become an
employee of the Company or any Affiliate; (B) the Optionee breaches or violates
any confidentially, intellectual property or restrictive covenant or agreement
of the Optionee with the Company or an Affiliate; (C) the Optionee takes any
action to disparage or criticize any of the products or services of the Company
or any Affiliate to any third parties or commits any other action that injures
or hinders the business relationships of the Company and/or any Affiliate during
the term of the Optionee's employment with the Company or any Affiliate or at
any time thereafter; or (D) the Optionee's employment is terminated by the
Company or an Affiliate for Cause, then: (i) the Option shall thereupon
automatically terminate and cease to thereafter be exercisable with respect to
any shares of Stock without any further action required by the Company, and (ii)
should the Company exercise its right to purchase any Option Stock held by the
Option Stockholder pursuant to Section 5, its purchase price for such Option
Stock shall be the purchase price originally paid by the Optionee for such
Option Stock. If the Optionee is not an officer, director or consultant of the
Company or an Affiliate, the Company's right to repurchase such shares at the
purchase price specified in the immediately preceding sentence shall lapse at
the rate of twenty percent (20%) of the shares per year over five years from the
date of this Agreement.

               (b) For purposes of this Agreement, the Optionee shall be
considered to engage in Competition if the Optionee, directly or indirectly,
owns, manages, operates, controls, is employed by or participates in the
ownership, management, operation or control of, or is connected in any manner
with, any person, firm, company or other business enterprise which is


                                      -26-
<PAGE>

engaged, directly or indirectly, in competition with the Company or any
Affiliates. The decision of the Committee as to what constitutes a competing
business shall be final and binding upon the Optionee for purposes of this
Agreement. For these purposes, (A) the scope of businesses and the jurisdictions
and marketing areas within which this paragraph (b) of Section 9 applies shall,
for any challenged activity of the Optionee, be determined as of the date of any
such activity and (B) the Optionee's ownership of securities of four percent
(4%) or less of any class of securities of a public company shall not be
considered to be Competition.

        10. Notices. Any notice or other communication required or permitted
hereunder shall be in writing, and, if to the Company, shall be delivered in
accordance with the Plan, and, if to the Optionee, shall be addressed to him at
the address set forth below his signature hereon, subject to the right of either
party to designate at any time hereafter in writing some other address.

        11. Governing Law. The validity, interpretation, construction and
performance of this Agreement shall be governed by the laws of the State of
California, applicable to contracts executed and to be performed entirely within
such State, without regard to such State's choice of law provisions.

        12. Severability. If any of the provisions of this Agreement should be
deemed unenforceable, the remaining provisions shall remain in full force and
effect.

        13. Modification. Except as otherwise permitted by the Plan, this
Agreement may not be modified or amended, nor may any provision hereof be
waived, in any way except in writing signed by the parties hereto.

        14. Counterparts. This Agreement may be executed in two counterparts,
each of which shall constitute one and the same instrument.


               IN WITNESS WHEREOF, Kinetics Holdings Corporation has caused this
Agreement to be executed by a duly authorized officer, and the Optionee through
his/her execution of the notice of Award of Stock Options, has likewise agreed
to be bound by its terms, both effective as of the day and year first above
written.

                                            KINETICS HOLDINGS CORPORATION

Date:______________                         By __________________________
                                               David J. Shimmon
                                               CEO/President


                                      -27-
<PAGE>

                                                                      Schedule I

                              OPTION EXERCISE FORM

Please fill out the information below when you wish to purchase any of your
vested options

EMPLOYEE NAME:
(PLEASE PRINT)        _____________________________________________________

SOCIAL SECURITY #:    ___________________________________

NUMBER OF OPTIONS
BEING EXERCISED:      _________________

Please complete the information below with your current information:

Street Address: ________________________________________________________________

City: _______________________________________ State: ___________ Zip: __________

Home Phone: _________________________________ Work Phone: ______________________

Indicate the method of payment for the shares.  (Please check one)

                               Check (attached):                     _____
                               Cashless exercise (if available)      _____

Sign and date below, and send this "Option Exercise Form" along with a check for
the purchase of your shares (if you have chosen that payment method) to:

        Kinetics Holding Corporation
        Attn:  Stock Plan Administrator
        2805 Mission College Blvd.
        Santa Clara, CA 95054

Please allow 7-10 days for processing your request:

                                    Signature __________________________________

                                    Date _______________________________________


                                      -28-
<PAGE>

"Behrman" means Behrman Capital III, L.P., a Delaware limited partnership.

"Common Stock" means, collectively, the Common Stock of the Company, $0.01 par
value per share.

"Common Stock Equivalents" means, at any time, (i) with respect to each share of
Common Stock issued and outstanding (other than Common Stock issued upon the
exercise of the Initial Warrants (as defined in the Shareholders Agreement) or
Incentive Securities), one (1) and (ii) with respect to any other Equity
Security which is then exercisable, exchangeable or convertible at an exercise
price equal to or less than the fair market value of the Common Stock at such
time, an amount equal to the number of shares of Common Stock, if any, into or
for which such Equity Security may be exercised, exchanged or converted at such
time.

"Equity Securities" means all shares of capital stock of the Company, all
securities convertible into or exchangeable for shares of capital stock of the
Company, and all options, warrants, and other rights to purchase or otherwise
acquire from the Company shares of such capital stock, or securities convertible
into or exchangeable for shares of such capital stock; provided that the Initial
Warrants (and any shares of capital stock issued upon the exercise thereof) and
Incentive Securities shall be deemed not to be "Equity Securities."

"Incentive Securities" mean and include, at any time, all options to purchase
Stock granted pursuant to the Plan or any similar or successor plan and all
shares of Common Stock issued upon the exercise of such options.

"Option Stockholder" means the Optionee, to the extent that the Optionee owns
shares of Option Stock purchased pursuant to the terms of this Agreement or, to
the extent that any person permitted to exercise the Option under Section 2(d)
hereof, or any permitted donee under Section 6 hereof owns shares of Option
Stock, the Optionee on behalf of such other person or permitted donee.

"Public Offering" means a widely distributed sale of Common Stock in an
underwritten public offering pursuant to an effective registration statement
filed with the Securities and Exchange Commission.

"Sale of the Business" means any transaction or series of transactions (whether
structured as a stock sale, merger, consolidation, reorganization, asset sale or
otherwise), which results in the sale or transfer of more than a majority of the
assets of the Company and its Subsidiaries (as defined in the Shareholders
Agreement) (determined based on value) or of a majority of the capital stock of
the Company or Kinetics Acquisition Corporation to a person other than DBCP or
any of its Affiliates (as defined in the Shareholders Agreement).

               "Selling Group" means, at any time, DBCP and one or more of (x)
Behrman and (y) the Management Stockholders (as defined in the Shareholders
Agreement) holding a majority of the Equity Securities held by all Management
Stockholders, who, together with DBCP, collectively own at least forty percent
(40%) of the Common Stock Equivalents at such time.