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                                                                 EXHIBIT 10.1(a)

                             AMENDED AND RESTATED
                         INFONET SERVICES CORPORATION
                            1998 STOCK OPTION PLAN
                            ----------------------

                (Amended and restated as of November 21, 2000)

          1.  Purposes.  The purposes of this Amended and Restated Infonet
              --------
Services Corporation 1998 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, any organization, regardless
of legal form, (a) in which the Company owns a substantial equity or profits
interest or over which the Company has the right to exercise significant
management control or influence and (b) which is designated in writing by the
Committee as an Affiliate for purposes of the Plan.

          (b) "Agreement" - a stock option award agreement evidencing an Option.

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

          (d) "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.

          (e) "Committee" - the President of the Company and the members of the
Compensation Committee of the Board, or such other committee as may be
established by the Board to administer the Plan.

          (f) "Company" - Infonet Services Corporation, a Delaware corporation,
or any successor entity.
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          (g) "Exchange Act" - shall mean the Securities Exchange Act of 1934,
as amended.

          (h) "Fair Market Value" of a share of Stock as of a given date means
the closing sales price per share of the Stock (or the closing bid price, if no
such sales were reported) on the New York Stock Exchange, or such other
established stock exchange or national market system on which the Stock is
listed or traded, as reported in The Wall Street Journal (or, if not so
reported, in such other nationally recognized reporting source as the Committee
shall select) for the last day on which national stock exchanges are open for
trading prior to such date. In the event that the foregoing valuation method is
not practicable, the Fair Market Value of a share of Stock as of a given date
shall be determined by such other reasonable valuation method as the Committee
shall, in its discretion, select and apply in good faith as of such date,
subject to Section 422(c)(7) of the Code.

          (i) "Family Member" - an Optionee's stepchild, grandchild, parent,
stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother
in law, father in law, son in law, daughter in law, brother in law or sister in
law, including adoptive relationships, any person sharing the Optionee's
household (other than a tenant or employee), a trust in which these persons have
more than fifty percent of the beneficial interest, a foundation in which these
persons (or the Optionee) control the management of assets, and any other entity
in which these persons (or the Optionee) owns more than fifty percent of the
voting interest.

          (i) "ISO" or "Incentive Stock Option" - an option 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.

          (j) "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 sent by facsimile to the Company or sent by
certified or registered mail or overnight courier, prepaid, addressed to the
Company at 2160 East Grand Avenue, El Segundo, California  90245, Facsimile:
(310) 335-2876,  Attention:  General Counsel.

          (k) "Option" - an option 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.

          (l) "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 has been granted an Option under the Plan in accordance with the terms
and conditions set forth in Section 6.

          (n) "Permitted Transferee" - a Family Member who receives an Option
from an Optionee as a gift not for value or a person or entity to whom an Option
is transferred by an Optionee in a Permitted Transfer for Value.

          (o) "Permitted Transfer for Value" - any transfer for value of an
Option (i) under a domestic relations order in a settlement of marital property
rights, or (ii) to an entity in

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which more than fifty percent of the voting interests are owned by Family
Members (or the Optionee) in exchange for an interest in that entity.

          (m) "Plan" - this Amended and Restated Infonet Services Corporation
1998 Stock Option Plan.

          (n) "Publicly Traded" - means that a class of stock (or equity
interest) is required to be registered under Section 12 of the Exchange Act or
that stock (or equity interest) of that class has been sold within the preceding
twelve months in an underwritten public offering.

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

          (p) "Stock" - shares of the Class B common stock, $.01 par value per
share of the Company or the common stock of any successor to the Company, which
is designated for purposes of the Plan.

          (q) "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.

              (b) The Committee shall be appointed from time to time by the
Board and the Committee shall consist of not less than two (2) members.
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 to, 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 management; determine whether an Option shall
take the form of an ISO or Option other than an ISO; determine the number of
shares of Stock to be included in any Option or to which any Option shall
otherwise relate and the periods for which Options will be outstanding;
establish and administer any terms, conditions, performance goals, performance
targets, restrictions, limitations, forfeiture, vesting or exercise schedule,
and other provisions of

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or relating to any Options; to the extent permitted under the applicable
Agreement, 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 a "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 and communicate to the
Optionee at the time such offer is made; and, to the extent permitted under the
applicable Agreement, permit the transfer of an Option or the exercise of an
Option by one other than the Optionee who received the grant of such Option
(other than any such a transfer or exercise 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 paragraph (a)
of this Section 3, 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 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; however, two or more Options to a
single Optionee may be combined in a single Agreement. An Agreement shall not be
a precondition to the granting of an Option; however, no person shall have any
rights under any Option 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

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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 employ such other attorneys or consultants,
accountants, appraisers, brokers or 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 such 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, the Committee may not delegate its authority
to correct errors, omissions or inconsistencies in the Plan. Any such authority
delegated or 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 8,970,000.

              (b) Notwithstanding any of the foregoing limitations set forth in
this Section 4, the numbers 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 without having been fully exercised may again be
granted pursuant to an Option under the Plan, subject to the limitations of this
Section 4.

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              (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(i), shall not reduce the maximum number of shares of Stock
available for delivery under the Plan.

              (e) While the Stock is not Publicly Traded, an Optionee may not
sell, transfer, pledge, assign or otherwise alienate or hypothecate, any share
of Stock delivered under the Plan without the prior written consent of the
Committee, which consent may be granted or withheld at the Committee's sole
discretion.

          5.  Eligibility.  Executives and other employees, including officers,
              -----------
of the Company and the Affiliates, directors (whether or not also employees) of
the Company or any Affiliate; and consultants to 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(g).

          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 Incentive Stock Option.  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.

          (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 paragraphs (g)(C) and/or (i)
     of this Section 6, if applicable, such price applicable to any ISO shall
     not be less than 100% of the Fair Market Value of a share of Stock at the
     time that the Option is granted.

          (b) Each Option shall be exercisable in whole or in such installments,
     at such times and under such conditions, subject to Section 14, as may be
     determined by the Committee in its discretion and stated in the Agreement,
     and, in any event, over a period of time ending not later than ten (10)
     years from the date such Option was granted, subject to paragraph (g)(C) of
     this Section 6.

          (c) 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,

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     payment in accordance with a "cashless exercise" program established by the
     Committee and/or in Stock owned by the Optionee or by the Optionee and his
     or her spouse jointly.

          (d) 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.

          (e) 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 Affiliate. Notwithstanding the preceding sentence, 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 such
     time, to the extent provided in the applicable Agreement.

          (f) 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).

          (g) (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 any of its Subsidiaries 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 or any other "incentive stock option" plans of the
     Company and any Subsidiary, 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) No ISO shall be granted to an individual otherwise eligible
     to participate in the Plan 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.  This restriction does not

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     apply if at the time such ISO is granted the Option exercise price per
     share of Stock subject to the Option is at least 110% of the Fair Market
     Value of a share of Stock on the date such ISO is granted, and the ISO by
     its terms is not exercisable after the expiration of five (5) years from
     such date of grant.

          (h) 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.

          (i) 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.  For purposes of the Plan, a transfer
              --------------------------
of an employee from the Company to an Affiliate, or vice versa, or from one
Affiliate to another, and a leave of absence, duly authorized in writing by the
Company or an Affiliate, shall not be deemed a termination of employment of the
employee.

          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 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.

                                      -8-
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              (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 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 such Option (provided, however, that the amount of any Stock so
withheld shall not exceed the minimum required withholding obligation taking
into account the Optionee's effective tax rate and all applicable Federal,
state, local and foreign taxes) 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 the
               ------------------
Options granted hereunder shall not affect in any way the right or power of the
Board or the stockholders 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,

                                      -9-
<PAGE>

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, the option price per share and/or the
vesting or exercise schedule 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) Except as set forth in the Agreement, fractional shares
of Stock resulting from any adjustment in Options pursuant to this subsection
10(b) 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 a Subsidiary), or (iii) a public
offering of the Stock (or any class of the Company's stock into which the Stock
may be converted upon any public offering) 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 such event, 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.

               (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 such event, 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 whether or not such stock or
     other securities are publicly traded, in which event the aggregate exercise
     price (as applicable) shall

                                     -10-
<PAGE>

     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 such event, any outstanding Option shall, in each case, be
     converted into a right to receive cash following the closing date or
     expiration date of the transaction 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 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 an event, to the extent that such Option
     becomes subject to any acceleration, adjustment or conversion in accordance
     with the foregoing paragraphs (1), (2) or (3) of this subsection 10(c).

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.

          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.  The expenses of the Plan shall be
borne by the Company.

               (b) Except as otherwise provided by this Section 11(b), or by the
Committee, an Option shall by its terms be personal and may not be sold,
pledged, assigned, transferred, encumbered or otherwise alienated or
hypothecated in any manner other than by will or the laws of descent and
distribution or, in the case of Options other than ISOS, to a Permitted
Transferee. During the lifetime of an Optionee, only he or a Permitted
Transferee may exercise an Option, or any portion thereof, granted to him under
the Plan. An Agreement may permit the

                                     -11-
<PAGE>

exercise and payment of an Option after an Optionee's 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 Optionee is exercised by, or to be paid to, 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, or make any payment, thereunder unless and until the
Committee is satisfied that the person or persons exercising such Optionee, or
to receive such payment, is the duly appointed legal representative of the
deceased Optionee' estate or the proper legatee or distributee thereof or the
named beneficiary of such Optionee, or the valid transferee of such Optionee, as
applicable.

                  (i)   An Option transferred to a Permitted Transferee shall
not be assignable or transferable by the Permitted Transferee to any person or
entity, other than the original Optionee's Family Members

                  (ii)  Any Option which is transferred to a Permitted
Transferee shall continue to be subject to all the terms and conditions of the
Option as applicable to the original holder.

                  (iii) The Optionee and the Permitted Transferee shall execute
any and all documents reasonably requested by the Committee, including without
limitation documents to (i) confirm the status of the transferee as a Permitted
Transferee, (ii) satisfy any requirements for an exemption for the transfer
under applicable federal and state securities laws and (iii) evidence the
transfer.

                  (iv) Shares of Stock acquired by a Permitted Transferee
through exercise of an Option may not be transferred, nor will any assignee or
transferee thereof be recognized as an owner of such shares of Common Stock for
any purpose, unless a registration statement under the Securities Act of 1933,
as amended, and any applicable state securities act with respect to such shares
shall then be in effect or unless the availability of an exemption from
registration with respect to any proposed transfer or disposition of such shares
shall be established to the satisfaction of counsel for the Company.

               (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 exercised 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 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

                                     -12-
<PAGE>

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 said counsel,
such sale or delivery shall be lawful or will not result in the imposition of
excise taxes on the Company.

                  (iii) Upon termination of any period of suspension under this
subsection 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 which would otherwise have become available
during the period of such suspension, but no suspension shall extend the term of
any Option.

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

               (f) 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.

               (g) 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 employees or consultants or directors, or grant or assume options or other
rights otherwise than under the Plan.

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

               (i) The words "Section" and "paragraph" 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.

                                     -13-
<PAGE>

               (j) 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)  Neither the Company nor an Affiliate nor any member of the
Committee or the Board, nor 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.  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 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:

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

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

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

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

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

          14.  Duration.  Having been duly adopted by the Board of Directors and
               --------
subsequently approved and adopted by the stockholders of the Company, the Plan
is effective as of October 20, 1998.  The Plan shall terminate upon the earliest
to occur of:

          (a)  the effective date of a resolution adopted by the Board
               terminating the Plan;

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

                                     -14-
<PAGE>

          (c)  October 20, 2008.

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-