exv4w11



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ACCESSLAN
COMMUNICATIONS, INC.




1997 STOCK PLAN




ADOPTED ON APRIL 28, 1997

(AMENDED AND RESTATED MAY 12, 1998, JUNE 15, 1999, DECEMBER 7, 1999,

JUNE 13, 2000, AUGUST 22, 2000, OCTOBER 12, 2000, AUGUST 15, 2001, AND

SEPTEMBER 13, 2001)




 









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TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page No.
	SECTION 1. ESTABLISHMENT AND PURPOSE
	 	 	1	 
	SECTION 2. ADMINISTRATION
	 	 	1	 
	(a) Committees of the Board of Directors
	 	 	1	 
	(b) Authority of the Board of Directors
	 	 	1	 
	SECTION 3. ELIGIBILITY
	 	 	2	 
	(a) General Rule
	 	 	2	 
	(b) Ten-Percent Shareholders
	 	 	2	 
	SECTION 4. STOCK SUBJECT TO PLAN
	 	 	2	 
	(a) Basic Limitation
	 	 	2	 
	(b) Additional Shares
	 	 	2	 
	SECTION 5. TERMS AND CONDITIONS OF AWARDS OR SALES
	 	 	3	 
	(a) Stock Purchase Agreement
	 	 	3	 
	(b) Duration of Offers and Nontransferability of Rights
	 	 	3	 
	(c) Purchase Price
	 	 	3	 
	(d) Withholding Taxes
	 	 	3	 
	(e) Restrictions on Transfer of Shares
	 	 	3	 
	SECTION 6. TERMS AND CONDITIONS OF OPTIONS
	 	 	3	 
	(a) Stock Option Agreement
	 	 	3	 
	(b) Number of Shares
	 	 	4	 
	(c) Exercise Price
	 	 	4	 
	(d) Withholding Taxes
	 	 	4	 
	(e) Exercisability
	 	 	4	 
	(f) Term
	 	 	4	 
	(g) Nontransferability
	 	 	4	 
	(h) Termination of Service (Except by Death)
	 	 	4	 
	(i) Leaves of Absence
	 	 	5	 
	(j) Death of Optionee
	 	 	5	 
	(k) Extension if Optionee Subject to Section 16(b)
	 	 	6	 
	(1) No Rights as a Shareholder
	 	 	6	 
	(m) Modification, Extension and Assumption of Options
	 	 	6	 
	(n) Restrictions on Transfer of Shares and Minimum Vesting
	 	 	6	 







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	 	 	Page No.
	SECTION 7. PAYMENT FOR SHARES
	 	 	6	 
	(a) General Rule
	 	 	6	 
	(b) Surrender of Stock
	 	 	6	 
	(c) Services Rendered
	 	 	7	 
	(d) Promissory Note
	 	 	7	 
	(e) Exercise/Sale
	 	 	7	 
	(f) Exercise/Pledge
	 	 	7	 
	SECTION 8. ADJUSTMENT OF SHARES
	 	 	7	 
	(a) General
	 	 	7	 
	(b) Mergers and Consolidations
	 	 	8	 
	(c) Reservation of Rights
	 	 	8	 
	SECTION 9. SECURITIES LAWS REQUIREMENTS
	 	 	8	 
	(a) General
	 	 	8	 
	(b) Financial Reports
	 	 	8	 
	SECTION 10. NO RETENTION RIGHTS
	 	 	8	 
	SECTION 11. DURATION AND AMENDMENTS
	 	 	9	 
	(a) Term of the Plan
	 	 	9	 
	(b) Right to Amend or Terminate the Plan
	 	 	9	 
	(c) Effect of Amendment or Termination
	 	 	9	 
	SECTION 12. DEFINITIONS
	 	 	9	 
	SECTION 13. EXECUTION
	 	 	12	 











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ACCESSLAN COMMUNICATIONS, INC. 1997 STOCK PLAN








SECTION 1. ESTABLISHMENT AND PURPOSE.



     The purpose of the Plan is to offer selected individuals an
opportunity to acquire a proprietary interest in the success of the
Company, or to increase such interest, by purchasing Shares of the
Company’s Stock. The Plan provides both for the direct award or sale of
Shares and for the grant of Options to purchase Shares. Options granted
under the Plan may include Nonstatutory Options as well as ISOs intended
to qualify under Section 422 of the Code.



     Capitalized terms are defined in Section 12.







SECTION 2. ADMINISTRATION.







     (a) Committees of the Board of Directors. The Plan may be
administered by one or more Committees. Each Committee shall consist of
two or more members of the Board of Directors who have been appointed by
the Board of Directors. Each Committee shall have such authority and be
responsible for such functions as the Board of Directors has assigned to
it. If no Committee has been appointed, the entire Board of Directors
shall administer the Plan. Any reference to the Board of Directors in the
Plan shall be construed as a reference to the Committee (if any) to whom
the Board of Directors has assigned a particular function.







     (b) Authority of the Board of Directors. Subject to the provisions
of the Plan, the Board of Directors shall have full authority and
discretion to take any actions it deems necessary or advisable for the
administration of the Plan. All decisions, interpretations and other
actions of the Board of Directors shall be final and binding on all
Purchasers, all Optionees and all persons deriving their rights from a
Purchaser or Optionee.



     (c) Indemnification. In addition to such other rights of
indemnification as they may have as members of the Board of Directors or
officers or employees of the Company or its parent or subsidiary, members
of the Board of Directors and any officers or employees of the Company or
its parent or subsidiary to whom authority to act for the Board of
Directors is delegated shall be indemnified by the Company against all
reasonable expenses, including attorneys’ fees, actually and necessarily
incurred in connection with the defense of any action, suit or
proceeding, or in connection with any appeal therein, to which they or
any of them may be a party by reason of any action taken or failure to
act under or in connection with the Plan, or any right granted hereunder,
and against all amounts paid by them in settlement thereof (provided such
settlement is approved by independent legal counsel selected by the
Company) or paid by them in
satisfaction of a judgment in any such action, suit or proceeding,
except in relation to matters as to which it shall be adjudged in such
action, suit or proceeding that such person is liable for gross
negligence, bad faith or intentional misconduct in duties; provided,
however, that within sixty (60) days after the institution of such
action, suit or proceeding, such person shall offer to the Company, in
writing, the opportunity at its own expense to handle and defend the
same.



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SECTION 3. ELIGIBILITY.







     (a) General Rule. Only Employees, Outside Directors and Consultants shall
be eligible for the grant of Options or the direct award or sale of Shares.
Only Employees shall be eligible for the grant of ISOs.







     (b) Ten-Percent Shareholders. An individual who owns more than 10% of the
total combined voting power of all classes of outstanding stock of the Company,
its Parent or any of its Subsidiaries shall not be eligible for designation as
an Optionee or Purchaser unless (i) the Exercise Price is at least 110% of the
Fair Market Value of a Share on the date of grant, (ii) the Purchase Price (if
any) is at least 100% of the Fair Market Value of a Share and (iii) in the case
of an ISO, such ISO by its terms is not exercisable after the expiration of
five years from the date of grant. For purposes of this Subsection (b), in
determining stock ownership, the attribution rules of Section 424(d) of the
Code shall be applied.







SECTION 4. STOCK SUBJECT TO PLAN.







     (a) Basic Limitation. The aggregate number of Shares that may be issued
under the Plan (upon exercise of Options or other rights to acquire Shares)
shall not exceed 66,019,1301 Shares, subject to adjustment pursuant to Section
8. The number of Shares that are subject to Options or other rights outstanding
at any time under the Plan shall not exceed the number of Shares that then
remain available for issuance under the Plan. The Company, during the term of
the Plan, shall at all times reserve and keep available sufficient Shares to
satisfy the requirements of the Plan.







     (b) Additional Shares. In the event that any outstanding Option or other
right for any reason expires or is canceled or otherwise terminated, the Shares
allocable to the unexercised portion of such Option or other right shall again
be available for the purposes of the Plan. In the event that Shares issued
under the Plan are reacquired by the Company pursuant to any forfeiture
provision, right of repurchase or right of first refusal, such Shares shall
again be available for the purposes of the Plan, except that the aggregate
number of Shares which may be issued upon the exercise of ISOs shall in no
event exceed 66,019,130 Shares (subject to adjustment pursuant to Section 8).











	1	 	Plan adopted on 4/28/97 with 2,335,800 shares. Plan increase of 558,256
shares approved by Board of Directors on 5/12/98. Plan increase of 1,011,667
shares approved
by Board of Directors on 6/15/99. Plan increase of 3,500,000 shares
approved by Board of Directors on 12/7/99. Plan increase of 316,667 shares
approved by Board of Directors on 6/13/00. Plan increase of 1,000,000 shares
approved by Board of Directors on August 22, 2000. Plan increase of 4,361,195
shares due to 1.5 to 1 split approved by Board of Directors on
August 22, 2000.
Plan increase of 1,000,000 shares approved by Board of Directors on October
12, 2000. Plan increase of 750,000 shares approved by Board of Directors on
January 9, 2001. Plan increase of 47,164,903 shares approved by Board of
Directors on August 15, 2001. Plan increase of 4,020,642 shares approved by
Board of Directors on September 13, 2001.





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SECTION 5. TERMS AND CONDITIONS OF AWARDS OR SALES.







     (a) Stock Purchase Agreement. Each award or sale of Shares under the Plan
(other than upon exercise of an Option) shall be evidenced by a Stock Purchase
Agreement between the Purchaser and the Company. Such award or sale shall be
subject to all applicable terms and conditions of the Plan and may be subject
to any other terms and conditions which are not inconsistent with the Plan and
which the Board of Directors deems appropriate for inclusion in a Stock
Purchase Agreement. The provisions of the various Stock Purchase Agreements
entered into under the Plan need not be identical.







     (b) Duration of Offers and Nontransferability of Rights. Any right to
acquire Shares under the Plan (other than an Option) shall automatically expire
if not exercised by the Purchaser within 30 days after the grant of such right
was communicated to the Purchaser by the Company. Such right shall
not be
transferable and shall be exercisable only by the Purchaser to whom such right
was granted.







     (c) Purchase
Price. The Purchase Price of Shares to be offered under the
Plan shall not be less than 85% of the Fair Market Value of such Shares, and a
higher percentage may be required by Section 3(b). Subject to the preceding
sentence, the Purchase Price shall be determined by the Board of Directors at
its sole discretion. The Purchase Price shall be payable in a form described in
Section 7.







     (d) Withholding Taxes. As a condition to the purchase of Shares, the
Purchaser shall make such arrangements as the Board of Directors may require
for the satisfaction of any federal, state, local or foreign withholding tax
obligations that may arise in connection with such purchase.







     (e) Restrictions on Transfer of Shares and Minimum Vesting. Any Shares
awarded or sold under the Plan shall be subject to such special forfeiture
conditions, rights of repurchase, rights of first refusal and other transfer
restrictions as the Board of Directors may determine. Such restrictions shall
be set forth in the applicable Stock Purchase Agreement and shall apply in
addition to any restrictions that may apply to holders of Shares generally. In
the case of a Purchaser who is not an officer of the Company, an Outside
Director or a Consultant, any right to repurchase the Purchaser’s Shares at the
original Purchase Price (if any) upon termination of the Purchaser’s Service
shall lapse at least as rapidly as 20% per year over the five-year period
commencing on the date of the award or sale of the Shares. Any such repurchase
right may be exercised only within 90 days after the termination of the
Purchaser’s Service for cash or for cancellation of indebtedness incurred in
purchasing the Shares.







SECTION 6. TERMS AND CONDITIONS OF OPTIONS.







     (a) Stock Option Agreement. Each grant of an Option under the Plan shall
be evidenced by a Stock Option Agreement between the Optionee and the Company.
Such
Option shall be subject to all applicable terms and conditions of the Plan
and may be subject to any other terms and conditions which are not inconsistent
with the Plan and which the Board of Directors



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deems appropriate for inclusion in a Stock Option Agreement. The provisions of
the various Stock Option Agreements entered into under the Plan need not be
identical.








     (b) Number of Shares. Each Stock Option Agreement shall specify the number
of Shares that are subject to the Option and shall provide for the adjustment
of such number in accordance with Section 8. The Stock Option Agreement shall
also specify whether the Option is an ISO or a Nonstatutory Option.







     (c) Exercise Price. Each Stock Option Agreement shall specify the Exercise
Price. The Exercise Price of an ISO shall not be less than 100% of the Fair
Market Value of a Share on the date of grant, and a higher percentage may be
required by Section 3(b). The Exercise Price of a Nonstatutory Option shall not
be less than 85% of the Fair Market Value of a Share on the date of grant, and
a higher percentage may be required by Section 3(b). Subject to the preceding
two sentences, the Exercise Price under any Option shall be determined by the
Board of Directors at its sole discretion. The Exercise Price shall be payable
in a form described in Section 7.







     (d) Withholding Taxes. As a condition to the exercise of an Option, the
Optionee shall make such arrangements as the Board of Directors may require for
the satisfaction of any federal, state, local or foreign withholding tax
obligations that may arise in connection with such exercise. The Optionee shall
also make such arrangements as the Board of Directors may require for the
satisfaction of any federal, state, local or foreign withholding tax
obligations that may arise in connection with the disposition of Shares
acquired by exercising an Option.







     (e) Exercisability. Each Stock Option Agreement shall specify the date
when all or any installment of the Option is to become exercisable. In the case
of an Optionee who is not an officer of the Company, an Outside Director or a
Consultant, an Option shall become exercisable at least as rapidly as 20% per
year over the five-year period commencing on the date of the grant. Subject to
the preceding sentence, the exercisability provisions of any Stock Option
Agreement shall be determined by the Board of Directors at its sole discretion.







     (f) Basic Term. The Stock Option Agreement shall specify the term of the
Option. The term shall not exceed 10 years from the date of grant, and a
shorter term may be required by Section 3(b). Subject to the preceding
sentence, the Board of Directors at its sole discretion shall determine when an
Option is to expire.







     (g) Nontransferability. No Option shall be transferable by the Optionee
other than by beneficiary designation, will or the laws of descent and
distribution. An Option may be exercised during the lifetime of the Optionee
only by the Optionee or by the Optionee’s guardian or legal representative. No
Option or interest therein may be transferred, assigned, pledged or
hypothecated by the Optionee during the Optionee’s
lifetime, whether by operation of law or otherwise, or be made subject to
execution, attachment or similar process.







     (h) Termination of Service (Except by Death). If an Optionee’s Service
terminates for any reason other than the Optionee’s death, then the Optionee’s
Options shall expire on the earliest of the following occasions:



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     (i)
The expiration date determined pursuant to Subsection (f) above;




     (ii) The date three months after the termination of the Optionee’s
Service for any reason other than Disability, or such later date as the
Board of Directors may determine; or




     (iii) The date twelve months after the termination of the
Optionee’s Service by reason of Disability, or such later date as the
Board of Directors may determine.



     The Optionee may exercise all or part of the Optionee’s Options at any
time before the expiration of such Options under the preceding sentence, but
only to the extent that such Options had become exercisable before the
Optionee’s Service terminated (or became exercisable as a result of the
termination) and the underlying Shares had vested before the Optionee’s Service
terminated (or vested as a result of the termination). The balance of such
Options shall lapse when the Optionee’s Service terminates. In the event that
the Optionee dies after the termination of the Optionee’s Service but before the
expiration of the Optionee’s Options, all or part of such Options may be
exercised (prior to expiration) by the executors or administrators of the
Optionee’s estate or by any person who has acquired such Options directly from
the Optionee by beneficiary designation, bequest or inheritance, but only to
the extent that such Options had become exercisable before the Optionee’s
Service terminated (or became exercisable as a result of the termination) and
the underlying Shares had vested before the Optionee’s Service terminated (or
vested as a result of the termination).







     (i) Leaves
of Absence. For purposes of Subsection (h) above, Service shall
be deemed to continue while the Optionee is on a bona fide leave of absence, if
such leave was approved by the Company in writing and if continued crediting of
Service for this purpose is expressly required by the terms of such leave or by
applicable law (as determined by the Company).







     (j) Death of Optionee. If an Optionee dies while the Optionee is in
Service, then the Optionee’s Options shall expire on the earlier of the
following dates:




     (i) The expiration date determined pursuant to Subsection (f) above; or




     (ii) The date 12 months after the Optionee’s death, or such later
date as the Board of Directors may determine.



     All or part of the Optionee’s Options may be exercised at any time before
the expiration
of such Options under the preceding sentence by the executors or
administrators of the Optionee’s estate or by any person who has acquired such
Options directly from the Optionee by beneficiary designation, bequest or
inheritance, but only to the extent that such Options had become exercisable
before the Optionee’s death or became exercisable as a result of the death. The
balance of such Options shall lapse when the Optionee dies.



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     (k) Extension if Optionee Subject to Section 16(b).
Notwithstanding the foregoing, if a sale within the applicable time
periods set forth above of shares acquired upon the exercise of
Options would subject the Optionee to suit under Section 16(b) of the
Securities Exchange Act of 1934, as amended, such Options shall
remain exercisable until the earliest to occur of (i) the 10th day
following the date on which a sale of such shares by the Optionee
would no longer be subject to such suit, (ii) the 190th day after the
Optionee’s termination of Service, or (iii) the Option expiration
date determined pursuant to Subsection (f) above. The Company makes no
representation as to the tax consequences of any such delayed
exercise. The Optionee should consult with the Optionee’s own tax
advisor as to the tax consequences of any such delayed exercise.







     (l) No Rights as a Shareholder. An Optionee, or a transferee of
an Optionee, shall have no rights as a shareholder with respect to
any Shares covered by the Optionee’s Option until such person becomes
entitled to receive such Shares by filing a notice of exercise and
paying the Exercise Price pursuant to the terms of such Option.







     (m) Modification, Extension and Assumption of Options. Within
the limitations of the Plan, the Board of Directors may modify,
extend or assume outstanding Options or may accept the cancellation
of outstanding Options (whether granted by the Company or another
issuer) in return for the grant of new Options for the same or a
different number of Shares and at the same or a different Exercise
Price. The foregoing notwithstanding, no modification of an Option
shall, without the consent of the Optionee, impair the Optionee’s
rights or increase the Optionee’s obligations under such Option.







     (n) Restrictions on Transfer of Shares and Minimum Vesting. Any
Shares issued upon exercise of an Option shall be subject to such
special forfeiture conditions, rights of repurchase, rights of first
refusal and other transfer restrictions as the Board of Directors may
determine. Such restrictions shall be set forth in the applicable
Stock Option Agreement and shall apply in addition to any
restrictions that may apply to holders of Shares generally. In the
case of an Optionee who is not an officer of the Company, an Outside
Director or a Consultant, any right to repurchase the Optionee’s
Shares at the original Exercise Price upon termination of the
Optionee’s Service shall lapse at least as rapidly as 20% per year
over the five-year period commencing on the date of the option grant.
Any such repurchase right
may be exercised only within 90 days after the termination of
the Optionee’s Service for cash or for cancellation of indebtedness
incurred in purchasing the Shares.







SECTION 7. PAYMENT FOR SHARES.







     (a) General Rule. The entire Purchase Price or Exercise Price of
Shares issued under the Plan shall be payable in cash or cash
equivalents at the time when such Shares are purchased, except as
otherwise provided in this Section 7.







     (b) Surrender of Stock. To the extent that a Stock Option Agreement so
provides, all or any part of the Exercise Price may be paid by surrendering, or
attesting to the ownership of, Shares that are already owned by the Optionee.
Such Shares shall be surrendered to the



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Company in good form for transfer and shall be valued at their Fair Market
Value on the date when the Option is exercised. The Optionee shall not
surrender, or attest to the ownership of, Shares in payment of the Exercise
Price if such action would cause the Company to recognize compensation expense
(or additional compensation expense) with respect to the Option for financial
reporting purposes.








     (c) Services Rendered. At the discretion of the Board of Directors, Shares
may be awarded under the Plan in consideration of services rendered to the
Company, a Parent or a Subsidiary prior to the award.







     (d) Promissory Note. To the extent that a Stock Option Agreement or Stock
Purchase Agreement so provides, all or a portion of the Exercise Price or
Purchase Price (as the case may be) of Shares issued under the Plan may be paid
with a full-recourse promissory note. The Shares shall be pledged as security
for payment of the principal amount of the promissory note and interest
thereon. The interest rate payable under the terms of the promissory note shall
not be less than the minimum rate (if any) required to avoid the imputation of
additional interest under the Code. Subject to the foregoing, the Board of
Directors (at its sole discretion) shall specify the term, interest rate,
amortization requirements (if any) and other provisions of such note.







     (e) Exercise/Sale. To the extent that a Stock Option Agreement so
provides, and if Stock is publicly traded, payment may be made all or in part
by the delivery (on a form prescribed by the Company) of an irrevocable
direction to a securities broker approved by the Company to sell Shares and to
deliver all or part of the sales proceeds to the Company in payment of all or
part of the Exercise Price and any withholding taxes.







     (f) Exercise/Pledge. To the extent that a Stock Option Agreement so
provides, and if Stock is publicly traded, payment may be made all or in part
by the delivery (on a form prescribed by the Company) of an irrevocable
direction to pledge Shares to a securities broker or lender approved by the
Company, as security for a loan, and to deliver all or part of the loan
proceeds to the Company in payment of all or part of the
Exercise Price and any withholding taxes.







SECTION 8. ADJUSTMENT OF SHARES.







     (a) General. In the event of a subdivision of the outstanding Stock, a
declaration of a dividend payable in Shares, a declaration of an extraordinary
dividend payable in a form other than Shares in an amount that has a material
effect on the Fair Market Value of the Stock, a combination or consolidation of
the outstanding Stock into a lesser number of Shares, a recapitalization, a
spin-off, a reclassification or a similar occurrence, the Board of Directors
shall make appropriate adjustments in one or more of (i) the number of Shares
available for future grants under Section 4, (ii) the number of Shares covered
by each outstanding Option or (iii) the Exercise Price under each outstanding
Option.



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     (b) Mergers and Consolidations. In the event that the Company is a party
to a merger or consolidation, outstanding Options shall be subject to the
agreement of merger or consolidation. Such agreement, without the Optionees’
consent, may provide for:




     (i) The continuation of such outstanding Options by the Company (if
the Company is the surviving corporation);




     (ii) The assumption of the Plan and such outstanding Options by the
surviving corporation or its parent;




     (iii) The substitution by the surviving corporation or its parent
of options with substantially the same terms for such outstanding
Options; or




     (iv) The cancellation of such outstanding Options without payment
of any consideration.







     (c) Reservation of Rights. Except as provided in this Section 8, an
Optionee or Purchaser shall have no rights by reason of (i) any subdivision or
consolidation of shares of stock of any class, (ii) the payment of any dividend
or (iii) any other increase or decrease in the number of shares of stock of any
class. Any issuance by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, shall not affect, and
no adjustment by reason thereof shall be made with respect to, the number or
Exercise Price of Shares subject to an Option. The grant of an Option pursuant
to the Plan shall not affect in any way the right or power of the Company to
make adjustments, reclassifications, reorganizations or changes of its capital
or business structure, to merge or consolidate or to dissolve, liquidate, sell
or transfer all or any part of its business or assets.







SECTION 9. SECURITIES LAW REQUIREMENTS.







     (a) General. Shares shall not be issued under the Plan unless the issuance
and delivery of such Shares comply with (or are exempt from) all applicable
requirements of law, including (without limitation) the Securities Act of 1933,
as amended, the rules and regulations promulgated thereunder, state securities
laws and regulations, and the regulations of any stock exchange or other
securities market on which the Company’s securities may then be traded.







     (b) Financial Reports. The Company each year shall furnish to Optionees,
Purchasers and shareholders who have received Stock under the Plan its balance
sheet and income statement, unless such Optionees, Purchasers or shareholders
are key Employees whose duties with the Company assure them access to
equivalent information. Such balance sheet and income statement need not be
audited.







SECTION 10. NO RETENTION RIGHTS.



     Nothing in the Plan or in any right or Option granted under the Plan shall
confer upon the Purchaser or Optionee any right to continue in Service for any
period of specific duration or



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interfere with or otherwise restrict in any way the rights of the Company
(or any Parent or Subsidiary employing or retaining the Purchaser or Optionee)
or of the Purchaser or Optionee, which rights are hereby expressly reserved by
each, to terminate his or her Service at any time and for any reason, with or
without cause.








SECTION 11. DURATION AND AMENDMENTS.







     (a) Term of the Plan. The Plan, as set forth herein, shall become
effective on the date of its adoption by the Board of Directors, subject to the
approval of the Company’s shareholders. In the event that the shareholders fail
to approve the Plan within 12 months after its adoption by the Board of
Directors, any grants of Options or sales or awards of Shares that have already
occurred shall be rescinded, and no additional grants, sales or awards shall be
made thereafter under the Plan. The Plan shall terminate automatically 10 years
after its adoption by the Board of Directors and may be terminated on any earlier
date pursuant to Subsection (b) below.







     (b) Right to Amend or Terminate the Plan. The Board of Directors may
amend, suspend or terminate the Plan at any time and for any reason; provided,
however, that any amendment of the Plan which increases the number of Shares
available for issuance under the Plan (except as provided in Section S), or
which materially changes the class of persons who are eligible for the grant of
ISOs, shall be subject to the approval of the Company’s shareholders.
Shareholder approval shall not be required for any other amendment of the Plan.







     (c) Effect of Amendment or Termination. No Shares shall be issued or sold
under the Plan after the termination thereof, except upon exercise of an Option
granted prior to such termination. The termination of the Plan, or any
amendment thereof, shall
not affect any Share previously issued or any Option previously granted
under the Plan.







SECTION 12. DEFINITIONS.



     (a) “Board of Directors” shall mean the Board of Directors of the Company,
as constituted from time to time.



     (b) “Change in Control” shall mean:




     (i) The consummation of a merger or consolidation of the Company
with or into another entity or any other corporate reorganization, if
more than 50% of the combined voting power of the continuing or
surviving entity’s securities outstanding immediately after such merger,
consolidation or other reorganization is owned by persons who were not
shareholders of the Company immediately prior to such merger,
consolidation or other reorganization; or




     (ii) The sale, transfer or other disposition of all or
substantially all of the Company’s assets.



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A transaction shall not constitute a Change in Control if its sole purpose
is to change the state of the Company’s incorporation or to create a holding
company that will be owned in substantially the same proportions by the persons
who held the Company’s securities immediately before such transaction.




     (c) “Code” shall mean the Internal Revenue Code of 1986,as amended.



     (d) “Committee” shall mean a committee of the Board of Directors, as
described in Section 2(a).



     (e) “Company” shall mean AccessLan Communications, Inc., a California
corporation.



     (f) “Consultant” shall mean an individual who performs bona fide services
for the Company, a Parent or a Subsidiary as a consultant or advisor, excluding
Employees and Outside Directors.



     (g) “Disability” shall mean that the Optionee is unable to engage in any
substantial gainful activity by reason of any medically determinable physical
or mental impairment.



     (h) “Employee” shall mean any individual who is a common-law employee of
the Company, a Parent or a Subsidiary.



     (i) “Exercise Price” shall mean the amount for which one Share may be
purchased upon exercise of an Option, as specified by the Board of Directors in
the applicable Stock Option Agreement.



     (j) “Fair Market Value” shall mean the fair market value of a
Share, as determined
by the Board of Directors in good faith. Such determination shall be conclusive
and binding on all persons.



     (k) “ISO” shall mean an employee incentive stock option described in
Section 422(b) of the Code.



     (1) “Nonstatutory Option” shall mean a stock option not described in
Sections 422(b) or 423(b) of the Code.



     (m) “Option”
shall mean an ISO or Nonstatutory Option granted under the
Plan and entitling the holder to purchase Shares.



     (n) “Optionee” shall mean an individual who holds an Option.



     (o) “Outside Director” shall mean a member of the Board of Directors who
is not an Employee.



     (p) “Parent” shall mean any corporation (other than the Company) in an
unbroken chain of corporations ending with the Company, if each of the
corporations other than the



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Company owns stock possessing 50% or more of the total combined voting
power of all classes of stock in one of the other corporations in such chain. A
corporation that attains the status of a Parent on a date after the adoption of
the Plan shall be considered a Parent commencing as of such date.




     (q) “Plan” shall mean this AccessLan Communications, Inc. 1997 Stock
Plan.



     (r) “Purchase Price” shall mean the consideration for which one Share may
be acquired under the Plan (other than upon exercise of an Option), as
specified by the Board of Directors.



     (s) “Purchaser” shall mean an individual to whom the Board of Directors
has offered the right to acquire Shares under the Plan (other than upon
exercise of an Option).



     (t) “Service” shall mean service as an Employee, Outside Director or
Consultant.



     (u) “Share” shall mean one share of Stock, as adjusted in accordance with
Section 8 (if applicable).



     (v) “Stock” shall mean the Common Stock of the Company.



     (w) “Stock Option Agreement” shall mean the agreement between the Company
and an Optionee which contains the terms, conditions and restrictions
pertaining to the Optionee’s Option.



     (x) “Stock Purchase Agreement” shall mean the agreement between the
Company and a Purchaser who acquires Shares under the Plan which contains the
terms, conditions and restrictions pertaining to the acquisition of such
Shares.



     (y) “Subsidiary” means any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company, if each of the
corporations other than the last corporation in the unbroken chain owns stock
possessing 50% or more of the total combined voting power of all classes of
stock in one of the other corporations in such chain. A corporation that
attains the status of a Subsidiary on a date after the adoption of the Plan
shall be considered a Subsidiary commencing as of such date.



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SECTION 13. EXECUTION.



     To record the adoption of the Plan by the Board of Directors, the Company
has caused its authorized officer to execute the same.



	 	 	 	 	 
	 	 	ACCESSLAN COMMUNICATIONS, INC.
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	

	

	 	Title:	 	 
	

	 	 	 	









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