Exhibit 10.1















                                   CBCOM, INC.

                             1998 STOCK OPTION PLAN


























                          As adopted November 13, 1998





1.     PURPOSE  OF  PLAN

     1.1   Purpose.  The  purpose  of the Plan is to enable the Company to grant
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to  selected  Eligible  Persons  a favorable opportunity to acquire Common Stock
and,  thereby,  to  create  an incentive for them to remain in the employ of, or
provide  services  to,  the  Company  or  any Affiliate and to contribute to its
success.

     1.2   Nature  of  Options.  Options granted under the Plan may be Incentive
           -------------------
Options  or Nonstatutory Options, as determined by the Administrator at the time
of  grant.

     1.3   Rule 701.   At the time the Plan is being adopted, the Company is not
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subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act
and  is  not an investment company registered or required to be registered under
the  Investment Company Act of 1940.  As such, the Company's offers and sales of
Common  Stock  under the Plan are, to the extent determined by the Administrator
in accordance with Applicable Laws, or any successor rule, intended to be exempt
from  the  registration  requirements of the Securities Act under Rule 701 under
the  Securities  Act.

2.      CERTAIN  DEFINITIONS;  CONSTRUCTION

     2.1   Definitions.   When  used  herein, the following terms shall have the
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meaning  indicated:

     (a)      "Administrator"  means  the  Board  or  any  Committee as shall be
administering  the  Plan.

     (b)      "Affiliate"  means,  with  respect  to any entity, any "parent" or
"subsidiary"  of  the  entity  as those terms are defined in sections 424(e) and
424(f),  respectively,  of  the  Code.

     (c)     "Applicable Laws" means the laws, rules and regulations relating to
the  adoption,  implementation  and  administration  of stock option plans under
applicable state corporate laws, federal and state securities laws and the Code.

     (d)      "Board"  means  the  Board  of  Directors  of  the  Company.

     (e)      "Code"  means  the  Internal Revenue Code of 1986, as amended, and
applicable  Treasury  Regulations  promulgated  thereunder.

     (f)      "Committee" means a committee appointed by the Board in accordance
with  section  4.1  hereof.
     (g)     "Common  Stock"  means  the  Common  Stock  of  the  Company.

     (h)      "Company"  means  CBCom,  a  Delaware  corporation.

     (i)      "Disability"  means  total  and permanent disability as defined in
section  22(e)(3)  of  the  Code.
     (j)      "Eligible  Persons"  means  (x)  directors,  officers  and  other
employees  of  the  Company  or  of any Affiliate of the Company, as well as (y)
non-employee consultants and advisors who perform bona fide significant services
for  or  on behalf of the Company or any Affiliate (other than services rendered
in  connection  with  an  offer  or  sale  of  securities  in  a capital raising
transaction).


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     (k)      "Exchange  Act"  means  the  Securities  Exchange  Act of 1934, as
amended.

     (l)      "Fair  Market  Value"  means,  as of any date, the value of Common
Stock  determined  as  follows:

               (1)     if  the  Common  Stock  is listed on an established stock
exchange  or  a  national market system, including without limitation the Nasdaq
National  Market  of  the  National  Association  of  Securities  Dealers,  Inc.
Automated  Quotation  ("NASDAQ")  System,  the  Fair  market Value of a share of
Common  Stock  shall  be  the closing sales price for such stock (or the closing
bid,  if  no  sales  were reported) as quoted on such system or exchange (or the
exchange with the greatest volume of trading in Common Stock) on the last market
trading  day  prior to the day of determination, as reported in The Wall  Street
                                                                ----------------
Journal  or  such  other  source  as  the  Administrator  deems  reliable;
 ------

     (2)     if  the Common Stock is quoted on the NASDAQ System (but not on the
Nasdaq  National  Market  thereof)  or  is  regularly  quoted  by  a  recognized
securities  dealer but selling prices are not reported, the Fair Market Value of
a  share  of  Common  Stock shall be the mean between the high bid and low asked
prices  for  the Common Stock on the last market trading day prior to the day of
determination,  as  reported  in The Wall Street Journal or such other source as
                                 -----------------------
the  Administrator  deems  reliable;  and

     (3)      in  the  absence  of  an established trading market for the Common
Stock,  the  Fair  Market  Value  shall  be  determined  in  good  faith  by the
Administrator.

     (m)     "Incentive  Option"  means  an  Option  intended  to  qualify as an
incentive  stock  option  within  the  meaning  of  section  422  of  the  Code.

     (n)      "Nonstatutory  Option"  means  any  Option other than an Incentive
Option.

          (o)     "Notice  of  Grant"  means a written notice specifying certain
terms  and  conditions  of  an  Option  grant.

          (p)     "Option"  means  a  stock option granted pursuant to the Plan.

          (q)     "Option  Agreement"  means  a  written  agreement  between the
Company  and  an  Optionee  evidencing  the  terms  and conditions of an Option,
together  with  any  Notice  of  Grant  relating  to  the  Option.

          (r)     "Optionee"  means  an  Eligible Person or permitted transferee
who  holds  an  outstanding  Option.

          (s)     "Plan"  means  this  1998  Stock  Option  Plan,  as originally
adopted  and  as  amended  from.  time  to  time  as  herein  provided.

          (t)     "Plan  of  Exchange"  means any agreement, plan or arrangement
under  which  an  outstanding  Option may be surrendered in exchange for a newly
granted  Option with a lower exercise price or other terms which differ from the
terms  of  the  Option  surrendered.

          (u)     "Section  16"  means section 16 of the Securities Exchange Act
of  1934.


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          (v)     "Securities Act" means the Securities Act of 1933, as amended.

          (w)     "Termination  of  Employment"  shall  mean  the  date when any
employee-employer relationship between an Optionee and the Company is terminated
for  any  reason,  including,  but  not  by  way of limitation, a termination by
resignation,  discharge,  death,  disability  or  retirement,  but excluding (1)
terminations where there is a simultaneous reemployment or continuing employment
of  an  Optionee  by  the  Company,  (2) at the discretion of the Administrator,
terminations  which  result  in  a  temporary severance of the employee-employer
relationship, and (3) at the discretion of the Administrator, terminations which
are  followed  by the simultaneous establishment of a consulting relationship by
the  Company  with  the  former  employee.  The  Administrator,  in its absolute
discretion,  shall determine the effect of all matters and questions relating to
Termination  of  Employment.

     2.2     Construction.  The  Plan  shall be construed in accordance with the
             ------------
following  provisions:

          (a)     the  adoption  of  the  Plan  shall  not  affect  any  other
compensation  or  incentive plans in effect for the Company. Nothing in the Plan
shall  be construed to limit the right of the Company (1) to establish any other
forms  of  incentives  or  compensation  for employees of the Company, or (2) to
grant  or  assume  options  or  other  rights  otherwise  than under the Plan in
connection  with  any  proper  corporate  purpose,  including, but not by way of
limitation,  the  grant  or  assumption  of  options  in  connection  with  the
acquisition  by  purchase,  lease,  merger,  consolidation  or otherwise, of the
business,  stock or assets of any corporation, partnership, firm or association;

          (b)     the  existence of outstanding Options under the Plan shall not
affect  the  Company's  right  to  effect  adjustments,  recapitalizations,
reorganizations  or  other  changes  in  its  or any other corporation's capital
structure  or  business,  any  merger  or  consolidation, any issuance of bonds,
debentures,  preferred  or  prior  preference stock ahead of or affecting Common
Stock,  the  dissolution  or  liquidation  of  the  Company's  or  any  other
corporation's assets or business, or any other corporate act, whether similar to
the  events  described  above  or  otherwise;  and

          (c)     nothing  in  the  Plan or in any Option Agreement shall confer
upon  any  Optionee  any right to continue in the employ of the Company or shall
interfere  with  or  restrict  in  any  way the rights of the Company, which are
hereby  expressly reserved, to discharge any Optionee at any time for any reason
whatsoever,  with  or  without  cause.

3.     STOCK  SUBJECT  TO  THE  PLAN

     3.1     Common  Stock.  Subject  to  adjustment  as  provided  in section 9
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hereof,  the  stock  to  be offered and issued under the Plan shall be shares of
Common  Stock,  which  may  be either authorized and unissued shares or treasury
shares.  The cumulative aggregate number of shares of Common Stock to be offered
and  issued  under  the  Plan shall not exceed Two Million Five Hundred Thousand
(2,500,000),  subject  to  adjustment  as  provided  in  section  9  hereof.
Notwithstanding  anything  to  the contrary contained herein, at no time may the
total  number  of shares issuable upon exercise of all outstanding Options, when
combined  with  the  total number of shares provided for under any Company stock
bonus  or  similar  plan  exceed  the  applicable  percentage  as  calculated in
accordance with the conditions and exclusions of California Corporate Securities
Rule  260.140.45,  based  on  shares outstanding at the time such calculation is
made.

     3.2     Calculation  of Shares.  If an Option shall expire or terminate for
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any  reason without having been filly exercised, or is surrendered pursuant to a


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Plan  of  Exchange  or  otherwise,  the unpurchased shares subject thereto shall
again  be available for the purposes of the Plan. Where the exercise price of an
Option  is  paid by means of the Optionee's surrender of previously owned shares
of  Common  Stock or the Company's withholding of shares otherwise issuable upon
exercise of the Option as permitted herein, only the net number of shares issued
and  which  remain  outstanding in connection with such exercise shall be deemed
"issued"  and  no  longer  available  for  issuance  under  the  Plan.

     3.3     Reservation  of  Shares.  The  Company will at all times during the
             -----------------------
term  of  the  Plan  reserve  and keep available such number of shares of Common
Stock  as  shall  be  sufficient  to  satisfy  the  requirements  of  the  Plan.

4.     ADMINISTRATION

     4.1     Administrator.  The  Plan  shall  be  administered by the Board or,
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either in its entirety or only insofar as it relates to Eligible Persons subject
to Section 16 (if any), by a committee of the Board established for this purpose
in  accordance  with  Applicable Laws. If necessary in order to comply with Rule
16b-3  under  the  Exchange  Act  as  contemplated below, the Committee shall be
comprised  solely  of  "non-employee  directors" within the meaning of said Rule
16b-3.  The  foregoing  notwithstanding,  the  Administrator  may  delegate
nondiscretionary  administrative  duties  to such employees of the Company as it
deems proper and the Board, in its absolute discretion, may at any time and from
time  to  time exercise any and all rights and duties of the Administrator under
the  Plan.

     4.2     Rule 16b-3 Compliance. In the event, and for so long as, the Common
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Stock  is  registered  under the Exchange Act, the Plan shall be administered in
accordance  with  the requirements of Rule 1 6b-3 under the Exchange Act, or any
successor  rule  thereto, with the intention that transactions under the Plan by
Eligible  Persons  subject  to  Section  16,  if any, comply with the applicable
requirements  of  Rule  16b-3, or any successor rule thereto. In this regard, to
the  extent any provision of the Plan or action by the Administrator fails to so
comply,  it  shall,  to  the  extent  permitted  by  Applicable  Laws and deemed
advisable  by  the  Administrator,  be deemed null and void. Notwithstanding the
above,  it shall remain the sole responsibility of Optionees, not of the Company
or  the Administrator, to comply with applicable requirements of Section 16; and
neither  the  Company  nor  the Administrator shall be liable if the Plan or any
transaction  under  the  Plan  fails to comply with the applicable conditions of
Rule  16b-3  or  any  successor  rule  thereto,  or  if  any Optionee incurs any
liability  under  Section  16  by  reason  of  any  transaction  under the Plan.

     4.3     Expenses:  Exculpation.  All expenses and liabilities which members
             ----------------------
of  the  Administrator  incur in connection with the administration of this Plan
shall  be  borne  by  the  Company.  The  Administrator  may  employ  attorneys,
consultants,  accountants,  appraisers,  brokers  or  other  persons.  The
Administrator,  the  Company  and  the  Company's  directors, officers and other
employees  shall  be entitled to rely upon the advice, opinions or valuations of
any  such persons. No member of the Administrator shall be personally liable for
any  action,  determination or interpretation made in good faith with respect to
the  Plan.

     4.4     Powers of Administrator. Subject to the provisions of the Plan, and
             -----------------------
in  the  case  of  a  Committee, subject to the specific duties delegated by the
Board  to  such  Committee,  the  Administrator shall have the authority, in its
discretion:

          (a)     to  determine  whether  and to what extent Options are granted
hereunder;


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          (b)     to  select  from  among  Eligible Persons those individuals to
whom  Options  shall  be  granted  hereunder;

          (c)     to  determine  the  number  of  shares  of  Common Stock to be
covered  by  each  Option  granted  hereunder;

          (d)     to  approve  forms  of Option Agreements and other instruments
for  use  under  the  Plan;

          (e)     to  determine  the terms and conditions, not inconsistent with
the  terms of the Plan, of any Option granted hereunder, the exercise price, the
time  or  times  when  the  Option  may  be  exercised  (which  may  be based on
performance  or  other  criteria),  any  vesting,  acceleration  or  waiver  of
forfeiture  restrictions, and any restriction or limitation regarding the Option
or  the  shares  of  Common  Stock  relating thereto, based in each case on such
factors  as  the  Administrator,  in  its  sole  discretion,  shall  determine;

          (I)     to  determine  the  Fair  Market  Value  of  Common  Stock;

          (g)     to reduce the exercise price of any Option to the then current
Fair  Market  Value  if  the  Fair  Market Value of Common Stock covered by such
Option  shall  have  declined  since  the  date  the  Option  was  granted;

          (h)     to construe and interpret the terms and provisions of the Plan
and  of  any  Option  Agreement  and  all  Options  granted  under  the  Plan;

          (i)     to prescribe, amend and rescind rules and regulations relating
to  the  Plan, including rules and regulations relating to sub-plans established
for  the  purpose  of  qualifying  for preferred tax treatment under foreign tax
laws;

          (j)     to  modify  or  amend  each  Option  (subject  to section 12.2
hereof),  including  the  discretionary authority to extend the post-termination
exercisability period of any Option longer than is otherwise provided for in the
Plan;

          (k)     to  authorize  any  person to execute on behalf of the Company
any  instrument  required  to  effectuate  the  grant  or  exercise of an Option
authorized  by  the  Administrator;

          (1)     to  institute  from  time  to  time  a  Plan  of Exchange; and

          (m)     to  make  all  other  determinations  it  deems  necessary  or
advisable  for  administering  the  Plan  or  any  Option  Agreement  or Option.

The Administrator's decisions, determinations and interpretations shall be final
and  binding  on  all  Optionees  and  other  persons.

5.     PARTICIPATION

     Eligible Persons shall be eligible for selection to participate in the Plan
upon  approval  by  the  Administrator; provided, however, that only "employees"
(within  the  meaning  of  section 340 1(c) of the Code) of the Company shall be
eligible  for the grant of Incentive Options. An individual who has been granted
an  Option  may,  if  otherwise  eligible,  be granted additional Options if the


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Administrator  shall so determine. No Eligible Person is entitled to participate
in  the Plan by matter of right; only those Eligible Persons who are selected by
the  Administrator  in  its  discretion  shall  participate  in  the  Plan.

6.     OPTION  AGREEMENT;  TERMS  OF  OPTIONS

     6.1     Option  Agreement.  Each  Option  shall  be  evidenced by an Option
             -----------------
Agreement,  which  shall  be subject to the terms and conditions of the Plan and
shall contain such other terms and conditions that are not inconsistent with the
Plan  as  the Administrator may deem appropriate in each case. In the event of a
conflict  between  the  terms or conditions of an Option Agreement and the terms
and  conditions  of the Plan, the terms and conditions of the Plan shall govern.
Failure  of  an  Optionee to execute an Option Agreement shall not invalidate or
render  void  the  grant  of  an  Option  hereunder.

     6.2     Exercise  Price.  The exercise price of each Incentive Option shall
             ---------------
be  determined by the Administrator, but shall not be less than 100% of the Fair
Market  Value  of  Common  Stock on the date of grant. If an Incentive Option is
granted  to  an  employee  who  at the time of grant owns (within the meaning of
section  424(d) of the Code) more than 10% of the total combined voting power of
all  classes of capital stock of the Company, the Option exercise price shall be
at least 110% of the Fair Market Value of Common Stock on the date of grant. The
exercise  price  of  each  Nonstatutory  Option  also shall be determined by the
Administrator, but shall not be less than 85% of the Fair Market Value of Common
Stock  on the date of grant. The status of each Option granted under the Plan as
either an Incentive Option or a Nonstatutory Stock Option shall be determined by
the  Administrator  at  the time the Administrator acts to grant the Option, and
shall  be  designated  as  such  in  the  related  Option  Agreement.

     6.3     "Reload"  Options.  At the time of grant or at any time thereafter,
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the Administrator may determine that an Optionee who has paid the exercise price
of  an  Option by surrendering previously owned shares of Common Stock or by the
Company's  withholding  of shares otherwise issuable upon exercise of the Option
shall automatically receive a new Option hereunder to purchase additional shares
of Common Stock equal to the number of shares so surrendered or withheld and may
specify  the  terms  and  conditions  of  such  "reload"  options.

     6.4     Payment  of  Exercise  Price.  Except as provided below, payment in
             ----------------------------
full  shall be made for all shares of Common Stock purchased at the time written
notice  of  exercise  of an Option is given to the Company, either in cash or by
delivery  by the Optionee of Common Stock already owned by the Optionee, for all
or  part of the aggregate exercise price of the shares as to which the Option is
being  exercised,  provided  that  the Fair Market Value of such Common Stock is
equal  on  the date of exercise to the aggregate exercise price of the shares as
to  which  the  Option  is  being exercised. At the time an Option is granted or
exercised,  the  Administrator, in the exercise of its discretion, may authorize
one  or  more  of  the  following  additional  methods  of  payment:

          (a)     to  the  extent  consistent  with  applicable  law,  through
acceptance  of the Optionee's full recourse promissory note for a portion of the
aggregate  exercise  price  of  the  shares  as  to  which  the  Option is being
exercised,  payable on such terms and bearing such interest as determined by the
Administrator,  which promissory note may be either secured or unsecured in such
manner  as  the Administrator shall approve (including, without limitation, by a
security  interest  in  the  shares  of  Common  Stock  so  acquired);


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          (b)     any other property, so long as such property constitutes valid
consideration  under  Applicable  Laws  for the shares as to which the Option is
being  exercised  and  is  surrendered  in  good  form  for  transfer;  and

          (c)     subject  to  section  422  of  the Code, by means of so-called
"cashless"  exercises as permitted under applicable rules and regulations of the
Securities  and  Exchange  Commission  and  the  Federal  Reserve  Board.

     6.5     Withholding.  Irrespective  of  the form of payment of the exercise
             -----------
price of an Option, the delivery of shares pursuant to the exercise of an Option
shall  be  conditioned  upon  payment  by the Optionee to the Company of amounts
sufficient  to  enable  the  Company  to  pay  all  federal,  state,  and  local
withholding taxes applicable, in the Company's judgment, to the exercise. In the
discretion  of  the  Administrator,  such payment to the Company may be effected
through  (a) the Company's withholding from the number of shares of Common Stock
that  would otherwise be delivered to the Optionee by the Company on exercise of
the  Option  a number of shares of Common Stock equal in value (as determined by
the  Fair Market Value of Common Stock on the date of exercise) to the aggregate
withholding  taxes,  (b) payment by the Optionee to the Company of the aggregate
withholding  taxes  in  cash,  (c) withholding by the Company from other amounts
contemporaneously owed by the Company to the Optionee, or (d) any combination of
these  three  methods,  as  determined  by  the Administrator in its discretion.

     6.6     Vesting  and  Exercise.
             ----------------------

     (a)     Each Option granted under the Plan shall become exercisable and the
total number of shares subject thereto shall be purchasable, in a lump sum or in
such  installments,  which  need  not  be  equal,  as  the  Administrator  shall
determine;  provided, however, that each Option shall become exercisable in full
no  later  than  five  years after such Option is granted, and each Option shall
become  exercisable  as  to  at  least 20% of the shares of Common Stock covered
thereby  on  each  anniversary of the date such Option is granted; and provided,
further,  that if an Optionee shall not in any given installment period purchase
all  of  the  shares  which  such  Optionee  is  entitled  to  purchase  in such
installment  period,  such Optionee's right to purchase any shares not purchased
in  such  installment  period  shall  continue  until  the  expiration or sooner
termination  of  the Optionee's Option. The Administrator may, at any time after
grant  of  an  Option  and  from  time  to  time,  increase the number of shares
purchasable in any installment, subject to the total number of shares subject to
the  Option  and the limitations set forth in paragraph (f) of this section 6.6.
At  any time and from time to time prior to the time when any exercisable Option
or  exercisable  portion  thereof  becomes  unexercisable  under the Plan or the
applicable  Option Agreement, such Option or portion thereof may be exercised in
whole or in part; provided, however, that the Administrator may, by the terms of
the  Option  Agreement,  require  any  partial  exercise to be with respect to a
specified  minimum  number  of shares. No Option or installment thereof shall be
exercisable  except  with  respect  to  whole shares. Fractional share interests
shall  be disregarded, except that they may be accumulated as provided above and
except  that if such a fractional share interest constitutes the total shares of
Common  Stock  remaining  available  for purchase under an Option at the time of
exercise,  the  Optionee shall be entitled to receive on exercise a certified or
bank  cashier's  check  in  an  amount  equal  to  the Fair Market Value of such
fractional  share  of  stock.

     (b)     To  the  extent that the aggregate Fair Market Value (determined on
the  date  of  grant)  of Common Stock with respect to which an Incentive Option
granted  hereunder  (together  with  any  incentive Options granted the Optionee
under  all  other plans of the Company) are exercisable for the first time by an
Optionee in any calendar year under the Plan exceeds $100,000, such Option shall


                                        8



be treated as a Nonstatutory Option to the extent required by section 422 of the
Code.  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)     Exercising  an  Option  in  any manner shall decrease the number of
shares  thereafter  available  for  purposes of the Plan, and for sale under the
Option,  by  the  number  of  shares  as  to  which  the  Option  is  exercised.

     (d)     The  Administrator  may, at any time, extend the exercise period of
an  Option  as  stated  in  the  relevant  Option  Agreement  for any period not
exceeding  the  original  expiration  date  of  the  Option  on  such  terms and
conditions  as  it  may  determine.

     (e)     Notwithstanding  any  provision  of  this  section 6.6, in no event
shall  any Option be exercised after the expiration date of the Option set forth
in  the  applicable  Option  Agreement.

     (f)     If  Common  Stock acquired upon exercise of any Incentive Option is
disposed  of  in a disposition that, under section 422 of the Code, disqualifies
the  Optionee  from the application of section 421(a) of the Code, the holder of
the  Common  Stock  immediately  before  the  disposition  shall comply with any
requirements imposed by the Company in order to enable the Company to secure the
related  income  tax  deduction  to  which  it  is  entitled  in  such  event.

7.     TERMINATION  OF  EMPLOYMENT,  DEATH  OR  DISABILITY;  REPURCHASE

     7.1     Termination  of  Employment.  Upon  Termination of Employment of an
             ---------------------------
Optionee,  other  than upon the Optionee's death or Disability, the Optionee may
exercise  his or her Option, but only within such period of time as is specified
in the Notice of Grant, and only to the extent that the Optionee was entitled to
exercise  it  at  the  date  of  termination  (but  in  no  event later than the
expiration  date of the Option set forth in the applicable Option Agreement). In
the  case  of  an  Incentive  Option, such period of time for exercise shall not
exceed  three  months  from  the  date  of  termination, and in the absence of a
specified  time  in  the  Option  Agreement,  the  Incentive Option shall remain
exercisable  for  three  months  following  Termination  of  Employment  of  the
Optionee. In the case of a Nonstatutory Option, such period of time for exercise
shall not exceed two years from the date of termination, and in the absence of a
specified  time  in  the  Option Agreement, the Nonstatutory Option shall remain
exercisable  for  two years following Termination of Employment of the Optionee.
If,  on  the  date  of termination, the Optionee is not entitled to exercise the
Optionee's entire Option, the shares covered by the unexercisable portion of the
Option  shall  revert  to the Plan. If, after termination, the Optionee does not
exercise  his  or her Option within the time specified by the Administrator, the
Option shall terminate, and the shares covered by the Option shall revert to the
Plan.

     7.2     Disability.  in  the  event  of  a  Termination of Employment of an
             ----------
Optionee as a result of the Optionee's Disability, the Optionee may exercise his
or  her  Option  (a)  at  any  time  within  twelve months from the date of such
termination,  in  the case of an Incentive Option, or (b) at any time within two
years  from  the date of such termination, in the case of a Nonstatutory Option,
but  in  each case only to the extent that the Optionee was entitled to exercise
it at the date of such termination (but in no event later than the expiration of
the term of such Option as set forth in the Notice of Grant). If, at the date of
termination,  the Optionee is not entitled to exercise his or her entire Option,
the  shares  covered  by the unexercisable portion of the Option shall revert to
the  Plan.  If,  after  termination,  the  Optionee does not exercise his or her
Option  within  the  time  specified herein, the Option shall terminate, and the
Shares  covered  by  such  Option  also  shall  revert  to  the  Plan.


                                        9

     7.3     Death.  The  Option  may be exercised at any time (a) within twelve
             -----
months  following  the date of death, in the case of an Incentive Option, or (b)
within  two  years  following  the  date of death, in the case of a Nonstatutory
Option, but in either case, in no event later than the expiration of the term of
such Option as set forth in the Option Agreement, by the Optionee's estate or by
a  person  who  acquired  the  right  to  exercise  the  Option  by  bequest  or
inheritance.  If,  after  an Optionee's death, the Optionee's estate or a person
who  acquired  the right to exercise the Option by bequest or inheritance is not
entitled  to exercise the entire Option, the shares covered by the unexercisable
portion  of the Option shall revert to the Plan. If, after death, the Optionee's
estate  or  a person who acquired the right to exercise the Option by bequest or
inheritance  does  not exercise the Option within the time specified herein, the
Option  shall  terminate,  and the Shares covered by such Option shall revert to
the  Plan.

     7.4     Leave  of  Absence.  Unless  otherwise  provided  in the applicable
             ------------------
Option  Agreement,  and  to  the extent permitted by section 422 of the Code, an
Optionee's  employment shall not be deemed to terminate by reason of sick leave,
military  leave  or other leave of absence approved by the Company if the period
of  any  such  leave  does  not exceed a period approved by the Company, or such
longer  period,  if  any,  for which the Optionee's right to reemployment by the
Company  is  guaranteed  either  contractually or by statute; provided, however,
that,  with  respect to Incentive Options, a leave of absence or other change in
the  employee-employer relationship shall constitute a Termination of Employment
if,  and  to  the  extent that, such leave of absence or other change interrupts
employment  for  the  purposes  of  section  422(a)(2)  of  the  Code  and  the
then-applicable  regulations  and  revenue  rulings  under  said section. Unless
otherwise  determined by the Administrator in its discretion, vesting of options
shall  be  suspended  during  a  leave  of  absence.

     7.5     Repurchase of Shares. Shares of Common Stock issuable upon exercise
             --------------------
of  Options  are  subject  to  the  following  repurchase  rights:

          (a)     Company's  Right  to  Repurchase on Termination of Employment.
Any  Optionee who holds shares of Common Stock acquired pursuant to the exercise
of  an  Option  shall  be  required  to  sell  such  shares  to the Company upon
termination  of  employment  with  the Company. Such repurchase shall be made in
cash  within  ninety  days  after  the  date  of  termination  of  employment.

          (b)      Purchase  Price.  The  price  the  Company  shall pay for any
purchases  of  shares  of Common Stock pursuant to this section 7.5 shall be the
Fair  Market  Value  as  defined  in  section  2.1(1).

          (c)     Right  of Designation. Should the Company at any time have the
right  to purchase shares of Common Stock obtained upon exercise of Options, and
the  Company  at that time is unwilling or unable to effect that repurchase, the
Company may designate that the Company's then-existing shareholders may purchase
those  shares,  pro-rata  among  all the shareholders desiring to purchase those
shares,  for  the  purchase  price  set  forth  in  this  section  7.5.

          (d)     Termination  of  Repurchase  Rights.  The repurchase rights in
this  section  7.5 shall terminate and be of no further force or effect upon the
effectiveness  of a registration statement, covering the Company's Common Stock,
filed  by  the  Company  under  the  Securities  Act  of  1933.

                                       10

8.     TRANSFERABILITY  OF  OPTIONS

     8.1     Options  Generally  Nontransferable.  Except as provided in section
             -----------------------------------
8.2  hereof, each Option shall, by its terms, be nontransferable by the Optionee
other  than  by  will  or  the  laws  of  descent  and distribution and shall be
exercisable during the Optionee's lifetime only by the Optionee or by his or her
guardian  or  legal  representative. More particularly, but without limiting the
generality of the immediately preceding sentence, an Option may not be assigned,
transferred, pledged or hypothecated (whether by operation of law or otherwise),
and  shall  not  be  subject  to  execution,  attachment or similar process. Any
attempted  assignment,  transfer,  pledge, hypothecation or other disposition of
any  Option  contrary  to  the  provisions of the Plan and the applicable Option
Agreement,  and  any  levy  of any attachment or similar process upon an Option,
shall be null and void, and otherwise without effect, and the Administrator may,
in  its  sole  discretion,  upon the happening of any such event, terminate such
Option  forthwith.

     8.2     Permitted  Transfers.  In  the  discretion of the Administrator and
             --------------------
subject  to  Applicable  Laws,  an  Incentive  Option  may be transferred by the
Optionee  to a revocable living trust of which the Optionee is the grantor and a
principal  beneficiary.  In  the  discretion of the Administrator and subject to
Applicable Laws, a Nonstatutory Option may be transferred by the Optionee (a) by
gift  or otherwise to the Optionee's spouse or other immediate relative, or to a
trust  or  estate  in which the Optionee or his or her spouse or other immediate
relative  has  a substantial beneficial interest, or (b) pursuant to a qualified
domestic relations order (as defined by the Code). However, any Incentive Option
or  Nonstatutory  Option  so transferred shall continue to be subject to all the
terms  and  conditions contained in the Option Agreement evidencing such Option.

     8.3     Restricted  Securities. The Options granted under the Plan are, and
             ----------------------
the Common Stock issuable upon exercise of the Options will be, characterized as
"restricted  securities"  under the federal securities laws inasmuch as they are
being  acquired  from  the  Company  in  a  transaction  not  involving a public
offering.  Under  such laws and applicable regulations the Common Stock may only
be  (a)  sold  pursuant  to  an effective registration statement filed under the
Securities  Act of 1933 (the "Act"), or (b) sold without registration under only
in  certain  limited  circumstances,  as  set  forth  in  Rule  701 and Rule 144
promulgated  under  the  Act.

9.     ADJUSTMENTS  UPON CHANGES IN CAPITALIZATION, DISSOLUTION, MERGER OR ASSET
SALE

     9.1     Changes  in  Capitalization.  Subject to any required action by the
             ---------------------------
stockholders  of  the  Company,  the number of shares of Common Stock covered by
each  outstanding  Option,  and  the number of shares of Common Stock which have
been  authorized for issuance under the Plan but as to which no Options have yet
been  granted  or  which  have  been  returned  to  the  Plan  upon surrender or
expiration  of an Option, as well as the price per share of Common Stock covered
by  each  such  outstanding  Option,  shall  be proportionately adjusted for any
increase  or  decrease  in the number of issued shares of Common Stock resulting
from  a  stock  split,  reverse  stock  split,  stock  dividend,  combination or
reclassification  of  the Common Stock, or any other increase or decrease in the
number  of  issued  shares  of  Common  Stock  effected  without  receipt  of
consideration  by  the  Company;  provided,  however,  that  conversion  of  any
convertible securities of the Company shall not be deemed to have been "effected
without  receipt  of  consideration."  Such  adjustment  shall  be  made  by the
Administrator,  whose  determination in this respect shall be final, binding and
conclusive.  Except  as expressly provided herein, no issuance by the Company of
shares  of stock of any class, or securities convertible into shares of stock of
any  class, shall affect, and no adjustment by reason thereof shall be made with
respect  to, the number or price of shares of Common Stock subject to an Option.
                                       11

     9.2     Dissolution  or  Liquidation.  In  the  event  of  the  proposed
             ----------------------------
dissolution  or liquidation of the Company, to the extent that an Option has not
been  previously  exercised,  it  will  terminate  immediately  prior  to  the
consummation  of such proposed action. The Administrator may, in the exercise of
its  sole  discretion in such instances, declare that any Option shall terminate
as  of  a  date  fixed  by the Administrator and give each Optionee the right to
exercise  his  or  her  Option as to all or any part of the Common Stock covered
thereby,  including  shares  as  to  which  the  Option  would  not otherwise be
exercisable.

     9.3     Merger  or  Sale of Assets. In the event of a merger of the Company
             --------------------------
with  or  into  another  corporation  in  which the Company is not the surviving
entity,  or  the  sale  of  substantially all of the assets of the Company, each
outstanding  Option  shall be assumed or an equivalent Option substituted by the
successor  corporation  or  any  Affiliate  of the successor corporation. In the
event  that  the  successor  corporation refuses to assume or substitute for the
Option,  the  Optionee  shall have the right to exercise the Option as to all of
the  shares covered thereby, including shares as to which it would not otherwise
be  exercisable.  If  an  Option  is  exercisable  in  lieu  of  assumption  or
substitution in the event of a merger or sale of assets, the Administrator shall
notify  the  Optionee that the Option shall be fully exercisable for a period of
less  than  15 days from the date of such notice, and the Option shall terminate
upon  the  expiration  of  the  period  specified  in  such  notice.

     9.4     Fractional  Shares.  No  fractional  share of Common Stock shall be
             ------------------
issued  under  the Plan on account of any adjustment under any provision of this
section  9.

10.     DATE  OF  GRANT  AND  EXERCISE

     10.1     Date  of  Grant.  The date of grant of an Option shall be, for all
purposes,  the  date on which the Administrator makes the determination to grant
such  Option,  or  such  other later date as is determined by the Administrator.
Notice  of  the  determination  shall  be  provided  to  each  Optionee within a
reasonable  time  after  the  date  of  such  grant.

     10.2     Date  of  Exercise. An Option shall be deemed to be exercised when
the  Secretary  of the Company receives written notice from the Optionee of such
exercise,  payment  of  the  exercise  price  determined pursuant to section 6.4
hereof  and  set  forth  in  the  Option  Agreement,  and  all  representations,
indemnifications  and  documents  reasonably  requested  by  the  Administrator.

     10.3     Issuance  of Share Certificates. The Company shall not be required
to  issue  or deliver any certificate or certificates for shares of Common Stock
purchased  upon  the  exercise  of  any  Option  or  portion  thereof  prior  to
fulfillment  of  all  of  the  following  conditions:

          (a)     the admission of such shares to listing on all stock exchanges
on  which  such  class  of  stock  is  then  listed;
          (b)     the  completion  of any registration or other qualification of
such shares under any state or federal law, or under the rules or regulations of
the Securities and Exchange Commission or any other governmental regulatory body
which  the  Administrator  shall,  in its absolute discretion, deem necessary or
advisable;
          (c)     the  obtaining  of  any  approval  or other clearance from any
state  or  federal  governmental  agency  which  the Administrator shall, in its
absolute  discretion,  determine  to  be  necessary  or  advisable;
                                       12

          (d)     the  lapse  of  such  reasonable  period of time following the
exercise  of  the  Option  as  the Administrator may establish from time to time
solely  for  reasons  of  administrative  convenience;  and

          (e)     the  receipt  by  the Company of full payment for such shares,
including  payment  of  any  applicable  withholding  tax.

     10.4     Rights  of  Optionees and Beneficiaries. The Company shall pay all
              ---------------------------------------
amounts payable hereunder only to the Optionee or beneficiaries entitled thereto
pursuant  to  the Plan. The Company shall not be liable for the debts, contracts
or  engagements  of any Optionee or his or her beneficiaries, and rights to cash
payments  under  the  Plan  may  not  be  taken  in  execution  by attachment or
garnishment, or by any other legal or equitable proceeding while in the hands of
the  Company.

     10.5     Government  Regulations.  The  Plan,  and  the grant hereunder and
              -----------------------
exercise  of  Options  and  the  issuance and delivery of shares of Common Stock
subject  to  Options, shall be subject to compliance with all applicable federal
and  state  laws,  rules and regulations (including but not limited to state and
federal securities law) and federal margin requirements and to such approvals by
any  listing,  regulatory  or  governmental  authority as may, in the opinion of
counsel  for the Company, be necessary or advisable in connection therewith. Any
securities  delivered  under the Plan shall be subject to such restrictions, and
the person acquiring such securities shall, if requested by the Company, provide
such  assurances  and  representations  to  the  Company as the Company may deem
necessary  or  desirable  to  assure  compliance  with  all  applicable  legal
requirements.

11.     LIABILITY  OF  COMPANY

     11.1     Absence  of  Authority.  The  inability  of  the Company to obtain
              ----------------------
authority  from  any  regulatory  body  having  jurisdiction, which authority is
deemed  by the Company's counsel to be necessary to the lawful issuance and sale
of  any  shares  of  Common  Stock  hereunder,  shall relieve the Company of any
liability  in  respect  of the failure to issue or sell such shares as to which.
such  requisite  authority  shall  not  have  been  obtained.

     11.2     Grants  in  Excess  of Available Shares. If shares of Common Stock
              ---------------------------------------
covered  by  an  Option  exceeds,  as of the date of grant, the number of shares
which may be issued under the Plan without additional stockholder approval, such
Option  shall  be  void  with  respect to such excess shares, unless stockholder
approval of an amendment sufficiently increasing the number of shares subject to
the  Plan  is  timely  obtained  in  accordance  with  section  12 .2(c) hereof.

12.     EFFECTIVE  DATE;  AMENDMENT  AND  TERMINATION

     12.1     Effective  Date. The Plan shall be effective as of the date of its
              ---------------
adoption  by  the  Board,  provided  it  is  approved by the stockholders of the
Company  within  twelve months before or after such date. Options may be granted
but  not exercised prior to stockholder approval of the Plan. If any Options are
so  granted  and stockholder approval shall not have been obtained within twelve
months  of  the  date  of adoption of this Plan by the Board, such Options shall
terminate  retroactively  as  of  the  date  they  were  granted.
                                       13

12.2     Amendment:  Termination.
         -----------------------
          (a)     The Plan shall terminate automatically as of the earlier of(l)
the  sale  of all shares available for issuance under the Plan, (2) the close of
business  on the day preceding the tenth anniversary date of its adoption by the
Board,  or  (3)  earlier  as  provided  below.

          (b)     The  Administrator may at any time suspend, amend or terminate
the  Plan  and  may, with the consent of an Optionee, make such modifications of
the  terms  and conditions of such Optionee's Option as it shall deem advisable.
No  Option  may  be  granted  during  any  suspension  of the Plan or after such
termination.  The  amendment,  suspension  or termination of the Plan shall not,
without the consent of the Optionee affected thereby, alter or impair any rights
or  obligations  under  any  Option  theretofore  granted  under  the  Plan.

          (c)     The  Company  shall  obtain  stockholder  approval of any Plan
amendment to the extent necessary and desirable to comply with Rule 1 6b-3 under
the Exchange Act or section 422 of the Code (or any successor rule or statute or
other  Applicable  Law,  including the requirements of any exchange or quotation
system  on  which  the  Common  Stock  is  listed  or  quoted). Such stockholder
approval,  if  required, shall be obtained in such a manner and to such a degree
as  the  Administrator  determines  is  required  by  Applicable  Laws

          (d)     Notwithstanding anything to the contrary contained herein, the
Plan  shall terminate on the earlier to occur of the tenth (10th) anniversary of
the  date  it  is (i) adopted by the Board or (ii) approved by the Stockholders.

13.     MISCELLANEOUS

     13.1     Rights  and  Privileges  of Stock Ownership: Investment Intent. An
              --------------------------------------------------------------
Optionee  shall  not be entitled to the rights and privileges of stock ownership
as  to  any  shares  of  Common  Stock not actually issued to the Optionee. Upon
exercise of an Option at a time when there is not in effect under the Securities
Act a Registration Statement relating to the Common Stock issuable upon exercise
or  payment  therefor  and  available  for  delivery  a  Prospectus  meeting the
requirements  of  section  10(a)(3)  of  the  Securities Act, the Optionee shall
represent  and  warrant  in writing to the Company that the shares purchased are
being  acquired  for investment and not with a view to the distribution thereof.

     13.2     Reports  to  Optionees. The Company shall furnish to each Optionee
              ----------------------
under  the  Plan the Company's annual report and such other periodic reports, if
any,  as  are  disseminated  by  the  Company  in  the  ordinary  course  to its
stockholders.  Notwithstanding  the  immediately preceding sentence, the Company
shall  furnish  its  financial  statements  to  each Optionee at least annually.

     13.3     Legend  Conditions.  The  following legends shall be placed on the
              ------------------
certificates  evidencing  the  shares of Common Stock issued upon exercise of an
Option:
          (a)     THE  SECURITIES  REPRESENTED  HEREBY  HAVE NOT BEEN REGISTERED
                  UNDER  THE  SECURITIES ACT  OF  1933,  AS  AMENDED ('ACT'), OR
                  APPLICABLE STATE SECURITIES  LAWS,  NOR THE SECURITIES LAWS OF
                  ANY OTHER JURISDICTION. THEY MAY NOT BE  SOLD  OR  TRANSFERRED
                  IN THE  ABSENCE OF AN EFFECTIVE REGISTRATION  STATEMENT  UNDER
                  THOSE SECURITIES LAWS OR AN  OPINION  OF COUNSEL, SATISFACTORY
                  TO THE COMPANY,  THAT  THE  SALE  OR  TRANSFER IS PURSUANT  TO
                  AN   EXEMPTION  TO  THE  REGISTRATION  REQUIREMENTS  OF  THOSE
                  SECURITIES  LAWS.
                                       14



          (b)     THE  SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
                  CERTAIN  RIGHTS  OF  REPURCHASE  AS SET FORTH IN THE COMPANY'S
                  1998 STOCK OPTION PLAN.

          (c)     Any  legend  require by the state securities laws of the state
or  other  jurisdiction  in  which  an  Optionee  resides.
Additionally,  and  not  by way of limitation, the Administrator may impose such
restrictions  on  any  Common  Stock  issued pursuant to the Plan as it may deem
advisable, including, without limitation, restrictions under the requirements of
any  stock  exchange upon which Common Stock is then traded. At such time as the
Company's  shares  are  publicly  traded, the Administrator shall seek advice of
counsel  as  to  whether  the legends listed above may be removed from the stock
certificates.

     13.4     Use  of  Proceeds.  Proceeds  realized pursuant to the exercise of
              -----------------
Options  shall  constitute  general  finds  of  the  Company.

     13.5     Governing  Law.  The  Plan  shall be governed by, and construed in
              --------------
accordance  with  the  internal  laws of the State of California (without giving
effect  to  conflicts  of  law  principles).



                                    *   *   *













                                       15




                                   CBCOM, INC.
                        INCENTIVE STOCK OPTION AGREEMENT

     THIS AGREEMENT is made as of the         day of            , by and between
                                     --------      -------------
CBCom, Inc.  (the  "Company"),  and---------------------------------------------
("Optionee").

                               W I T N E S S E T H
                               -------------------

     WHEREAS,  pursuant  to  the  CBCom, Inc. 1998 Stock Option Plan (the "Stock
Option  Plan"),  the  Plan Administration Committee of the Board of Directors of
the  Company (the "Administrator") has authorized the granting to Optionee of an
Incentive Option to purchase the number of shares of Common Stock of the Company
specified  in  Paragraph 1 hereof, at the exercise price specified therein, such
option  to be for the term and upon the terms and conditions hereinafter stated;

     NOW, THEREFORE, in consideration of the promises and of the undertakings of
the  parties  hereto  contained  herein,  it  is  hereby  agreed:

     1.     Number  of  Shares:  Option  Price.  Pursuant  to said action of the
            ----------------------------------
Administrator,  the  Company  hereby grants to Optionee the option ("Option") to
purchase,  upon  and  subject  to  the terms and conditions of said Stock Option
Plan,,  all  or  any  part of          shares of Common Stock of the Company for
                             ---------
cash  or  Common Stock of the Company at the exercise price of $       per share
                                                                ------
("Exercise  Price").

     2.     Terms.  This  Option  shall  expire  on  the  day  before  the tenth
            -----
anniversary  (fifth  anniversary  if  Optionee  owns more than 10% of the voting
stock of the Company, a Parent or a Subsidiary on the date of this Agreement) of
the date hereof unless such Option shall have been terminated prior to that date
in  accordance  with  the provisions of the Stock Option Plan or this Agreement.
The  terms  "Parent"  and  "Subsidiary"  herein  mean  a parent corporation or a
subsidiary  corporation,  as  such  terms  are defined in the Stock Option Plan.

     3.     Vesting.  This  Option  shall  vest  as follows:
            -------
After  the Option vests, it shall thereafter remain wholly exercisable until and
including  the  day  before the tenth anniversary (fifth anniversary if Optionee
owns  more than 10% of the voting stock of the Company, a Parent or a Subsidiary
on  the  date  of  this Agreement) of the date hereof, provided that Optionee is
then  and  has  continuously  been  in  the employ of the Company, a Parent or a
Subsidiary;  subject,  however,  to  the  provisions  of  Paragraph  5  hereof.

     4.     Exercise. The Option may be exercised by written notice delivered to
            --------
the  Company  stating  the  number of shares with respect to which the Option is
being  exercised, together with (i) the Exercise Price for the number of options
being  exercised  (in  the consideration therefor contemplated by Section 6.4 of
the Stock Option Plan, including by means of a check made payable to the Company
and/or shares of Common Stock of the Company in the amount of the purchase price
of  such  shares)  and  (ii)  the  written statement provided for in Paragraph 9
hereof,  if  required  by said Paragraph 9. Not less than ten (10) shares may be
purchased  at  any  one  time  unless  the  number purchased is the total number
purchasable  under  such Option at the time. Only whole shares may be purchased.



     5.     Exercise  on  Termination  of  Employment.  In  the event Optionee's
            -----------------------------------------
employment is terminated, Optionee's right to exercise his Option, if any, shall
be  governed  by  Section  7  of  the  Stock  Option  Plan.

     6.     Nontransferability.  This  Option may not be assigned or transferred
            ------------------
except  by will or by the laws of descent and distribution, and may be exercised
only  by Optionee during his lifetime and after his death, by his representative
or  by  the  person  entitled  thereto  under  his will or the laws of intestate
succession.

     7.     Optionee  Not  a  Shareholder.  Optionee  shall  have no rights as a
            -----------------------------
shareholder  with  respect  to  the  Common  Stock of the Company covered by the
Option  until  the date of issuance of a stock certificate or stock certificates
to  him upon exercise of the Option. No adjustment will be made for dividends or
other  rights  for  which  the  record  date  is  prior  to  the date such stock
certificate  or  certificates are issued, except as provided in Section 9 of the
Stock  Option  Plan.

     8.     Modification  and Termination. The rights of Optionee are subject to
            -----------------------------
modification  and  termination in certain events as provided in Sections 7 and 9
of  the  Stock  Option  Plan.

     9.     Restrictions  on  Sale  of  Shares.
            ----------------------------------

          (a)     Securities  Laws  Restrictions.  Optionee understands that the
                  ------------------------------
Options  granted under the Plan are, and the Common Stock issuable upon exercise
of  the  Options  will  be,  characterized  as "restricted securities" under the
federal  securities laws inasmuch as they are being acquired from the Company in
a  transaction  not  involving a public offering. Under such laws and applicable
regulations  the  Common  Stock  may  only  be (a) sold pursuant to an effective
registration  statement  filed  under the Securities Act of 1933 (the "Act"), or
(b)  sold  without  registration under only in certain limited circumstances, as
set  forth  in  Rule  701  and  Rule  144  promulgated  under  the  Act. In this
connection,  Optionee  represents  and  warrants to the Company that Optionee is
familiar  with  SEC Rule 144, as presently in effect, and understands the resale
limitations imposed thereby and by the Act. Accordingly, Optionee represents and
agrees  that  upon his exercise of the Option, in whole or in part, unless there
is  in  effect  at  that  time  under  the Securities Act of 1933, as amended, a
registration  statement  relating  to  the shares issued to him, or an exemption
from  registration requirements under Rule 701 or otherwise, he will acquire the
shares  issuable  upon exercise of this Option for the purpose of investment and
not  with  a  view  to  their resale or further distribution, and that upon such
exercise  thereof  he  will  furnish  to the Company a written statement to such
effect,  satisfactory to the Company in form and substance. Optionee agrees that
any certificate issued upon exercise of this Option may bear a legend indicating
that  the  transferability  of  the  shares represented thereby is restricted in
accordance  with  applicable  state  and  federal  securities law. Any person or
persons  entitled  to  exercise this Option under the provisions of Paragraphs 5
and  6  hereof  shall,  upon  each exercise of the Option under circumstances in
which  Optionee  would  be  required  to  furnish such a written statement, also
furnish  to  the Company a written statement to the same effect, satisfactory to
the  Company  in  form  and  substance.

          (b)     Repurchase Rights. Shares of Common Stock acquired pursuant to
                  -----------------
the  exercise  of  an  Option  are  subject  to certain repurchase rights of the
Company,  and under certain conditions may or must be sold to the Company or the
Company's  designees  as  set  forth  in  Section  7  of  the  Plan.

     10.     Plan  Governs.  This  Agreement and the Option evidenced hereby are
             -------------
made  and  granted  pursuant  to  the  Stock Option Plan and are in all respects





limited  by  and subject to the express terms and provisions of that Plan, as it
may  be  amended  from  time  to  time and construed by the Administrator. It is
intended  that this Option shall qualify as an incentive stock option as defined
by  Section  422  of the Code, and this Agreement shall be construed in a manner
which  will  enable this Option to be so qualified. Optionee hereby acknowledges
receipt  of  a  copy  of  the  Stock  Option  Plan.

     11.     Notices.  All  notices  to  the  Company  shall be addressed to the
             -------
Administrator  at CBCom, Inc., 15260 Ventura Blvd., Suite 1200, Sherman Oaks, CA
91403, and all notices to Optionee shall be addressed to Optionee at the address
of Optionee set forth below, or to such other address as either may designate to
the  other  in  writing.  A  notice shall be deemed to be duly given if and when
enclosed  in  a  properly  addressed  sealed  envelope  deposited,  and  sent by
certified mail, return receipt requested, with the United States Postal Service.
In  lieu  of  giving  notice  by  mail  as aforesaid, written notices under this
Agreement  may be given by personal delivery to Optionee or to the Administrator
(as  the  case  may  be).

     12.     Sale or Other Disposition. Optionee understands that, under current
             -------------------------
law, beneficial tax treatment resulting from the exercise of this Option will be
available  only  if  certain  requirements  of the Code are satisfied, including
without  limitation,  the  requirement  that  no disposition of shares of Common
Stock of the Company acquired pursuant to exercise of this Option be made within
two  years  from  the  grant  date or within one year after the transfer of such
shares  to  him  or  her.  If  Optionee at any time contemplates the disposition
(whether  by  sale,  gift,  exchange,  or  other form of transfer) of any shares
acquired  by exercise of this Option, he or she will first notify the Company in
writing of such proposed disposition and cooperate with the Company in complying
with  all applicable requirements of law, which, in the judgment of the Company,
must  be  satisfied  prior  to  such  disposition. In addition to the foregoing,
Optionee  hereby  agrees  that  if Optionee disposes (whether by sale, exchange,
gift,  or  otherwise)  of  any of the shares acquired by exercise of this Option
within two years of the grant date or within one year after the transfer of such
shares  to Optionee upon exercise of this Option, then Optionee shall notify the
Company  of  such  disposition  in writing within 30 days after the date of such
disposition.  Said  written notice shall state the date of such disposition, and
the  type  and  amount of the consideration received for such share or shares by
Optionee  in  connection  therewith.  In  the event of any such disposition, the
Company  shall have the right to require Optionee to immediately pay the Company
the  amount  of  taxes  (if any) which the Company is required to withhold under
federal  andlor state law as a result of the granting or exercise of the subject
Option  in  the  disposition  of  the  subject  shares.

     13.     Option  Not an Employment Contract. Neither this Agreement, nor the
             ----------------------------------
grant  of the Option hereunder to Optionee, constitutes or shall be construed as
a  contract or agreement for continuing employment or services with the Company.
Any  rights  to  employment  or the rendering of services shall be governed by a
separate  agreement. This Agreement does riot constitute a waiver by the Company
of  any  rights of the Company under any agreement of employment the Company may
have  at  any  time  with  Optionee.





     IN  WITNESS  WHEREOF, the parties hereto have executed this Agreement as of
the  date  and  year  first  above  written.

CBCom,  Inc.


CBCom,  Inc.

                                By:
                                    -------------------------
                               Name:
                               Title:


                               OPTIONEE:

                               ----------------------------
                               Name:
                               Address:

                               ----------------------------

                               ----------------------------

                               ----------------------------














                                     CBCOM, INC.
                       NONSTATUTORY STOCK OPTION AGREEMENT

THIS AGREEMENT is made as of the        day of          ,  by and between CBCom,
                                 ------        ---------
Inc.  (the  "Company"),  and                               ("Optionee").
                              ---------------------------

                               W I T N E S S E T H
                               -------------------

     WHEREAS,  pursuant  to  the  CBCom, Inc. 1998 Stock Option Plan (the "Stock
Option  Plan'),  the  Plan  Administration  Committee  of the Company's Board of
Directors  (the  "Administrator")  has  authorized the granting to Optionee of a
Nonstatutory  Option  to  purchase  the  number of shares of Common Stock of the
Company  specified  in  Paragraph  1  hereof,  at  the  exercise price specified
therein,  such  option  to  be  for  the  term and upon the terms and conditions
hereinafter  stated;

     NOW, THEREFORE, in consideration of the promises and of the undertakings of
the  parties  hereto  contained  herein,  it  is  hereby  agreed:

     1.     Number  of  Shares:  Option  Price.  Pursuant  to said action of the
            ----------------------------------
Administrator,  the  Company  hereby grants to Optionee the option ("Option") to
purchase,  upon  and  subject  to  the terms and conditions of said Stock Option
Plan,  all  or  any  part of           shares of Common Stock of the Company for
                             ---------
cash  or  Common  Stock  of  the Company at the exercise price of $          per
share  ("Exercise  Price").                                        ---------

     2.     Term.  This  Option  shall  expire  on  the  day  before  the  tenth
            ----
anniversary  of  the  date  hereof unless such Option shall have been terminated
prior to that date in accordance with the provisions of the Stock Option Plan or
this  Agreement.  The  terms  "Parent"  and  "Subsidiary"  herein  mean a parent
corporation  or a subsidiary corporation, as such terms are defined in the Stock
Option  Plan.

          Vesting.  This  Option  shall  vest  as  follows:
          -------
--------------------------------------------------------------------------------
After  the Option vests, it shall thereafter remain wholly exercisable until and
including the day before the tenth anniversary of the date hereof, provided that
Optionee  is  then  and  has  continuously  been in the employ of the Company, a
Parent  or  a  Subsidiary;  subject,  however,  to the provisions of Paragraph 5
hereof.

     4.     Exercise. The Option may be exercised by written notice delivered to
            --------
the  Company  stating  the  number of shares with respect to which the Option is
being  exercised, together with (i) the Exercise Price for the number of Options
being  exercised  (in  the consideration therefor contemplated by Section 6.4 of
the Stock Option Plan, including by means of a check made payable to the Company
and/or  shares  of  Common  Stock  of  the Company in the amount of the Exercise
Price)  plus the amount of applicable federal, state and local withholding taxes
and  (ii)  the written statement provided for in Paragraph 9 hereof, if required
by  said  Paragraph 9. Not less than ten (10) shares may be purchased at any one
time  unless  the  number  purchased  is the total number purchasable under such
Option  at  the  time.  Only  whole  shares  may  be  purchased.



     5.     Exercise on Termination of Employment. If Optionee shall cease to be
            -------------------------------------
a(n)                  (insert employee, director, etc.) of the Company, a Parent
      --------------
or  a  Subsidiary,  Optionee's  right  to  exercise his Option, if any, shall be
governed  by  Section  7  of  the  Stock  Option  Plan.

     6.     Nontransferability.  Except  as  otherwise permitted by Section 8 of
            ------------------
the  Stock  Option  Plan,  the  Option  may  not  be  assigned  or  transferred.

     7.     Optionee  Not  a  Shareholder.  Optionee  shall  have no rights as a
            -----------------------------
shareholder  with  respect  to  the  Common Stock of the Company covered by such
Option  until  the date of issuance of a stock certificate or stock certificates
to  him upon exercise of the Option. No adjustment will be made for dividends or
other  rights  for  which  the  record  date  is  prior  to  the date such stock
certificate  or  certificates are issued, except as provided in Section 9 of the
Stock  Option  Plan.
s
     8.     Modification  and Termination. The rights of Optionee are subject to
            -----------------------------
modification  and  termination in certain events as provided in Sections 7 and 9
of  the  Stock  Option  Plan.

     9.     Restrictions  on  Sale  of  Shares.
            ----------------------------------

          (a)     Securities  Laws  Restrictions.  Optionee understands that the
                  ------------------------------
Options  granted under the Plan are, and the Common Stock issuable upon exercise
of  the  Options  will  be,  characterized  as "restricted securities" under the
federal  securities laws inasmuch as they are being acquired from the Company in
a  transaction  not  involving a public offering. Under such laws and applicable
regulations  the  Common  Stock  may  only  be (a) sold pursuant to an effective
registration  statement  filed  under the Securities Act of 1933 (the "Act"), or
(b)  sold  without  registration under only in certain limited circumstances, as
set  forth  in  Rule  701  and  Rule  144  promulgated  under  the  Act. In this
connection,  Optionee  represents  and  warrants to the Company that Optionee is
familiar  with  SEC Rule 144, as presently in effect, and understands the resale
limitations imposed thereby and by the Act. Accordingly, Optionee represents and
agrees  that  upon his exercise of the Option, in whole or in part, unless there
is  in  effect  at  that  time  under  the Securities Act of 1933, as amended, a
registration  statement  relating  to  the shares issued to him, or an exemption
from  registration requirements under Rule 701 or otherwise, he will acquire the
shares  issuable  upon exercise of this Option for the purpose of investment and
not  with  a  view  to  their resale or further distribution, and that upon such
exercise  thereof  he  will  furnish  to the Company a written statement to such
effect,  satisfactory to the Company in form and substance. Optionee agrees that
any certificate issued upon exercise of this Option may bear a legend indicating
that  the  transferability  of  the  shares represented thereby is restricted in
accordance  with  applicable  state  and  federal  securities law. Any person or
persons  entitled  to  exercise this Option under the provisions of Paragraphs 5
and  6  hereof  shall,  upon  each exercise of the Option under circumstances in
which  Optionee  would  be  required  to  furnish such a written statement, also
furnish  to  the Company a written statement to the same effect, satisfactory to
the  Company  in  form  and  substance.

          (b)     Repurchase Rights. Shares of Common Stock acquired pursuant to
                  -----------------
the  exercise  of  an  Option  are  subject  to certain repurchase rights of the
Company,  and under certain conditions may or must be sold to the Company or the
Company's  designees  as  set  forth  in  Section  7  of  the  Plan.

     10.     Plan  Governs.  This  Agreement and the Option evidenced hereby are
             -------------
made  and  granted  pursuant  to  the  Stock Option Plan and are in all respects
limited  by  and subject to the express terms and provisions of that Plan, as it





may  be  amended  from time to time and construed by the Administrator. Optionee
hereby  acknowledges  receipt  of  a  copy  of  the  Stock  Option  Plan.

     11.     Notices.  All  notices  to  the  Company  shall be addressed to the
             -------
Administrator  at CBCom, Inc., 15260 Ventura Blvd., Suite 1200, Sherman Oaks, CA
91403, and notices to Optionee shall, be addressed to Optionee at the address of
Optionee  set  forth  below, or to such other address as either may designate to
the  other  in  writing.  A  notice shall be deemed to be duly given if and when
enclosed  in  a  properly  addressed  sealed  envelope, sent via certified mail,
return  receipt  requested,  postage  prepaid,  with  the  United  States Postal
Service.  In  lieu  of  giving notice by mail as aforesaid, written notice under
this  Agreement  may  be  given  by  personal  delivery  to  Optionee  or to the
Administrator  (as  the  case  may  be).

     12.     Sale or Other Disposition. If Optionee at any time contemplates the
             -------------------------
disposition  (whether by sale, gift, exchange, or other form or transfer) of any
shares  acquired  by  exercise  of  this Option, he or she will first notify the
Company  in  writing of such proposed disposition and cooperate with the Company
in  complying with all applicable requirements of law, which, in the judgment of
the  Company,  must  be  satisfied  prior  to  such  disposition.

     13.     Option  Not an Employment Contract. Neither this Agreement, nor the
             ----------------------------------
grant  of the Option hereunder to Optionee, constitutes or shall be construed as
a  contract or agreement for continuing employment or services with the Company.
Any  rights  to  employment  or the rendering of services shall be governed by a
separate  agreement.  This Agreement does not constitute a waiver by the Company
of  any  rights of the Company under any agreement of employment the Company may
have  at  any  time  with  Optionee.

     IN  WITNESS  WHEREOF, the parties hereto have executed this Agreement as of
the  date  and  year  first  above  written.


CBCom,  Inc.

By:
   --------------------------
Name:
Title:


OPTIONEE:

   --------------------------

Name:
Address:
   --------------------------

   --------------------------

   --------------------------