<PAGE>

                                                                    EXHIBIT 10.2

                          OPEN PORT TECHNOLOGY, INC.
                      1995 NON-EMPLOYEE STOCK OPTION PLAN


1.   Purpose
     -------

     The purpose of the Plan is to benefit the Company and its shareholders by
having the Company offer certain providers of service to the Company, such as
members of the Board of Directors, consultants, suppliers and contractors, a
favorable opportunity to acquire shares of Stock over a period of years, thereby
giving such parties a permanent stake in the growth and prosperity of the
Company, encouraging such parties to continue their service with the Company,
and motivating such parties to promote the best interests of the Company.

2.   Definitions
     -----------

     As used herein, the following definitions shall apply.

     (a) "Board" shall mean the Board of Directors of the Company, or a
committee appointed by the Board to perform all or some of the Board's duties
under this Plan.

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

     (c) "Company" shall mean Open Port Technology, Inc., an Illinois
corporation.

     (d) "Date of Grant" shall mean the day and year written in the Option
Agreement relating to such Option.

     (e) "Director" shall mean any duly elected and qualified member of the
Board.

     (f) "Disability" shall mean any medically determinable physical or mental
impairment that, in the opinion of the Board, based upon medical reports and
other evidence satisfactory to the Board, can reasonably be expected to prevent
an individual from performing substantially all of his customary duties for a
continuous period of not less than twelve (12) months.

     (g) "Exercise Price" shall mean the purchase price for shares of Stock
purchased pursuant to the exercise or partial exercise of an Option.

     (h) "Fair Market Value" shall mean, with respect to the valuation of any
shares of Stock, (i) if the Stock is publicly traded, the closing price of the
Stock on the trading day immediately preceding the business day during which the
shares of Stock are to be valued pursuant hereto, and (ii) if the Stock is not
publicly traded, the fair market value of the shares of Stock as reasonably
determined by the Board consistent with past practice.

     (i) "IPO" shall mean the closing of an initial public offering of the
common stock of the Company registered under the Securities Act.
<PAGE>

     (j) "Option" shall mean any right to purchase Stock which has been granted
by the Board pursuant to the Plan.

     (k) "Option Agreement" shall mean an agreement executed by an officer of
the Company and the Optionee evidencing the grant of an Option.

     (l) "Option Shares" shall mean the shares of Stock transferred pursuant to
the exercise of an Option.

     (m) "Optionee" shall mean any party who receives an Option pursuant to the
Plan.

     (n) "Plan" shall mean the Open Port Technology, Inc. 1995 Non-Employee
Stock Option Plan.

     (o) "Securities Act" shall mean the Securities Act of 1933, as amended.

     (p) "Stock" shall mean the no par value common stock of the Company.

3.   Shares Subject to the Plan
     --------------------------

     Except as provided in Section 4(a) hereof, the aggregate amount of Stock
for which Options may be granted shall not exceed 803,213 shares less (at the
time of the grant of any Option) all shares subject to any option granted under
the Open Port Technology, Inc. 1995 Incentive Stock Option Plan.

     Any shares subject to unexercised portions of Options which shall have
terminated, been canceled, or expired may again be made subject to Options.  In
addition, shares that have been repurchased by the Company may again be made
subject to Options.

4.   Adjustment
     ----------

     (a) The number of shares subject to the Plan and to Options shall be
adjusted as follows: (i) in the event that the number of shares of outstanding
Stock is changed by reason of a stock dividend, stock split, recapitalization or
combination of shares, the number of shares of Stock subject to the Plan and to
Options shall be proportionately adjusted; or (ii) in the event of any merger,
consolidation or reorganization of the Company with any other corporation or
corporations pursuant to which the holders of shares of Stock surrender shares
of Stock in exchange for other shares of stock or securities, there shall be
substituted for each share of Stock then subject to the Plan and to Options the
number and kind of shares of stock or other securities which the holders of
shares of Stock are entitled to receive for each share of Stock surrendered
pursuant to the transaction and the Exercise Price shall be proportionately
adjusted.

     (b) The number of shares subject to the Plan and Options shall not be
adjusted as a result of the issuance of shares of Stock by the Company (other
than an issuance described in

                                       2
<PAGE>

subsection (a) of this Section 4), it being understood that, upon such an
issuance of shares of Stock, holders of Options and holders of Option Shares
will have a corresponding dilution of their proportionate interests in the
Stock.

5.   Administration of the Plan
     --------------------------

     The following provisions shall govern the administration of the Plan:

     (a) The Plan shall be administered by the Board.

     (b) The Board is authorized (but only to the extent not contrary to the
express provisions of the Plan) to interpret the Plan, to prescribe, amend and
rescind rules and regulations relating to the Plan and to the Options, to
determine the form and content of Options (except to the extent the form and
content of the Options are specified herein), and to make such other
determinations and exercise such other powers and authority as may be necessary
or advisable for the administration of the Plan. Each Option granted shall be
evidenced by an Option Agreement in such form as may be determined by the Board.

     (c) A majority of the members of the Board eligible to act shall constitute
a quorum for purposes of acting with respect to the Plan, and the action of a
majority of the members present who are eligible to act at any meeting at which
a quorum is present shall be deemed the action of the Board.

     (d) All decisions, determinations and interpretations of the Board made in
good faith with respect to the Plan and Option Agreements shall be final and
conclusive on all persons affected thereby.

     (e) Neither the Board nor any member thereof shall be liable for any act,
omission, interpretation, construction or determination made in connection with
the Plan in good faith, and the members of the Board shall be entitled to
indemnification and reimbursement by the Company in respect of any claim, loss,
damage or expense (including counsel fees) arising therefrom to the full extent
permitted by law.

6.   Eligibility
     -----------

     The Board is authorized to select parties who have rendered or will be
rendering services to the Company, other than as an employee, to receive Options
depending on the availability of shares of Stock for which Options may be
granted pursuant to the terms of the Plan.  In the event Options are granted
pursuant to the Plan, the Board is authorized to select the particular
individuals or companies who will receive such Options and the number of shares
of Stock under each such Option.  In granting Options, the Board shall take into
consideration the contribution the party has made or may make to the success of
the Company and such other factors as the Board shall determine.  In no event
shall any party or his, her or its legal representatives, heirs, legatees,
distributees or successors have any right to participate in the Plan except to
such extent, if any, as the Board shall determine.

                                       3
<PAGE>

7.   Term of the Plan
     ----------------

     The Plan shall continue in effect until terminated pursuant to Section 20
hereof; or until there is no more stock as to which an Option may be granted and
no Options are outstanding; provided, however, that all Options must be granted
within 10 years from the effective date of the Plan.

8.   Restrictions on Transfers
     -------------------------

     An Option may not be transferred, assigned, pledged or hypothecated in any
way and will not be subject to execution, attachment or similar process, except
by will or under the laws of descent and distribution or pursuant to a domestic
relations order issued by a court of competent jurisdiction. The Option will
terminate immediately upon any attempted transfer, assignment, pledge or
hypothecation in violation of this Section 8, and any attempted transfer,
assignment, pledge or hypothecation of any Option Shares in violation of this
Section 8 will be void without further action by the Company and shall have no
effect.

9.   Restrictions on Voting
     ----------------------

     Until the occurrence of an IPO, Option Shares will be voted by the then
chief executive officer of the Company, pursuant to irrevocable proxies in the
form attached hereto as Exhibit B, executed by the Optionee upon the exercise of
an Option.

10.  Vesting of Options
     ------------------

     Options are exercisable only upon and after vesting.  Except as provided in
Section 11 hereof or except as otherwise may be specifically authorized by the
Board and provided in an Option Agreement, Options shall vest according to the
following schedule:

     (a)  as to one-third (1/3) of the Option Shares on the first anniversary
          of the Date of Grant;

     (b)  as to an additional one-third (1/3) of the Option Shares on the second
          anniversary of the Date of Grant; and

     (c)  as to the remaining one-third (1/3) of the Option Shares on the third
          anniversary of the Date of Grant.

     Unless otherwise provided in the Option Agreement, no Option or part
thereof shall vest after the date the Optionee ceases to provide services for
any reason, and any unvested portion of an Option theretofore held by such an
Optionee shall terminate as of that date.

11.  Special Vesting Provisions
     --------------------------

                                       4
<PAGE>

     In the event of the proposed dissolution or liquidation of the Company, the
Option will terminate immediately prior to the consummation of such proposed
action, unless otherwise provided by the Board.  The Board may, in the exercise
of its sole discretion in such instances, declare that any Option shall
terminate as of a date fixed by the Board and give each Optionee the right to
exercise his or her Option as to all or any part of the Optioned Stock,
including Shares as to which the Option would not otherwise be exercisable.  In
the event of a proposed sale of all or substantially all of the assets of the
Company, or the merger of the Company with or into another corporation, the
Board may provide for the Optionee to have the right to exercise the Option as
to all of the Option Stock, including Shares as to which the Option would not
otherwise be exercisable.  The Board shall notify the Optionee that the Option
shall be fully exercisable and the Option will terminate upon the consummation
of such sale or merger.

12.  When Options May Be Exercised
     -----------------------------

     (a) Except as provided in subsections (b) and (c) of this Section 12, a
vested Option or the vested portion of an Option, may be exercised by the
Optionee at any time before the tenth anniversary of its Date of Grant.

     (b) If all of the Stock is sold, as described in Section 11 hereof and the
Board has elected to exercise it rights therein, vested Options shall not be
exercisable after the closing of such sale. The Company shall promptly notify
all Optionees of any such impending sale. With respect to any Optionee that
desires to exercise the vested portion of his, her or its Option prior to such
sale, the Company may instead pay such Optionee the excess of the amount
received or to be received for the subject shares over the amount that would
have been received from such Optionee upon the exercise of the vested portion of
such Option.

     (c) In the event of termination of service by the Optionee, the vested
portion of the Optionee's outstanding Options shall be exercisable only to the
extent that they were exercisable on the date of such termination and shall
expire three (3) months after such termination or on their stated expiration
date, whichever occurs first.

13.  Exercise Price
     --------------

     The Exercise Price shall be $1.62 per share for Options granted on or
before the earlier of (i) the adoption by the Board of a resolution changing the
Exercise Price or (ii) an IPO. At all times, when established, the Exercise
Price shall be equal to or greater than the Fair Market Value.

14.  Exercise of Option
     ------------------

     During the Optionee's lifetime, Options shall be exercisable only by the
Optionee or his legal representative or guardian.  Options shall not be
exercisable by the spouse of any Optionee during such Optionee's lifetime,
unless such spouse is acting in his or her capacity as the legal representative
or guardian of the Optionee.  In the event of the Optionee's death, the Option
shall be exercisable by the person or entity (including the Optionee's estate)
that has obtained the Optionee's rights under the Option by will or under the
laws of descent and distribution.

                                       5
<PAGE>

     Options shall be exercised if at all, by submitting to the Company (a) a
Notice of Exercise in the form attached hereto as Exhibit A, (b) the Irrevocable
Proxy, duly executed, (c) any other written representations, covenants, and
undertakings that the Company may prescribe pursuant to any shareholders
agreements or to satisfy securities laws and regulations or other requirements,
and (d) a certified or bank cashier's check payable to the order of the Company
in an amount equal to the full purchase price of the shares to be purchased.

     Upon receipt of the Notice of Exercise (subject to Sections 15, 16, and 17
of this Agreement), the Company shall issue a new certificate or certificates to
the holder of the Option. The certificate or certificates for the shares as to
which the Option shall have been exercised shall be registered in the name of
the holder of the Option and shall be delivered to or upon the written order of
the holder of the Option. The shares shall bear a legend substantially in the
following form:

     "THE SHARES SUBJECT TO THIS CERTIFICATE ARE SUBJECT TO TRANSFER AND VOTING
     RESTRICTIONS SET FORTH IN THE OPEN PORT TECHNOLOGY, INC. 1995 NON-EMPLOYEE
     STOCK OPTION PLAN (THE "PLAN").  COPIES OF THE PLAN ARE ON FILE IN THE
     OFFICE OF THE SECRETARY OF THE CORPORATION.  BY ACCEPTING THE SHARES OF
     STOCK EVIDENCED BY THIS CERTIFICATE, THE HOLDER AGREES TO BE BOUND BY THE
     PLAN AS IT MAY BE AMENDED FROM TIME TO TIME."

15.  Securities Law Restrictions
     ---------------------------

     The Company shall not be obligated to issue any stock certificates
evidencing a transfer upon exercise of an Option, until, in the opinion of the
Company and its counsel, such transfer and issuance of stock certificates will
not involve any violation of applicable federal and state securities laws, the
rules and regulations promulgated thereunder, and the requirements of any stock
exchange upon which the Stock may then be listed. Acceptance of an Option by an
Optionee shall constitute the Optionee's agreement (binding on any person who
succeeds to the Optionee's rights and obligations under the Option Agreement by
reason of the Optionee's death) that, if the Stock is not publicly traded as of
the date the Option is exercised, any shares of Stock purchased upon the
exercise of the Option shall be acquired for the Optionee's own account and not
with a view to distribution and that each notice of the exercise of any portion
of the Option shall be accompanied by a written representation and covenant
signed by the Optionee, in such form as may be specified by the Company,
confirming such agreement and containing such other provisions as may be
prescribed by the Company. The Company may, at its election, release an Optionee
from the Optionee's agreement to take for the Optionee's own account and not
with a view to distribution of the shares of Stock purchased upon exercise of an
Option if, in the opinion of the Company, such covenant ceases to be necessary
for compliance with the applicable federal and state securities laws (including
the rules and regulations promulgated thereunder) and the requirements of any
stock exchange upon which the Stock may then be listed.

                                       6
<PAGE>

     If the shares purchased upon exercise of an Option are not covered by an
effective registration statement under the Securities Act, the Company may place
the following legend (or a legend which is substantially similar to the
following legend) upon, and issue appropriate stock transfer instructions with
respect to, the certificate or certificates representing the shares transferred
upon exercise of the Option:

     "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
     THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY
     APPLICABLE STATE SECURITIES LAWS (THE STATE LAWS"), AND SUCH SHARES MAY NOT
     BE TRANSFERRED UNLESS (A) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT
     AND APPLICABLE STATE LAWS COVERING SUCH TRANSFER IS THEN IN EFFECT; OR (B)
     AN OPINION OF COUNSEL, SATISFACTORY TO THE CORPORATION, HAS BEEN FURNISHED
     STATING THAT SUCH TRANSFER IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF
     THE SECURITIES ACT AND APPLICABLE STATE LAWS."

16.  Listing or Registration of Stock
     --------------------------------

     Each Option is subject to the requirement that, if at any time the Board
shall determine, in its discretion, that the listing, registration or
qualification of the shares of Stock subject to the Option upon any securities
exchange or under any state or federal law, or the consent or approval of any
government regulatory body, is necessary or desirable as a condition of, or in
connection with, the granting or exercise of the Option or the issuance or
purchase of shares under the Option, the Option may not be exercised in whole or
in part until such listing, registration, qualification, consent or approval
shall have been effected or obtained free of any conditions not acceptable to
the Board. The Company shall be under no obligation to effect or obtain any such
listing, registration, qualification, consent or approval if the Board shall
determine, in its discretion, that such action would not be in the best
interests of the Company. The Company shall not be liable for damages due to a
delay in the delivery or issuance of any stock certificates for any reason
whatsoever, including, but not limited to, a delay caused by listing,
registration or qualification of the shares of Stock subject to an Option under
any securities exchange or under any federal or state law, or by the effecting
or obtaining of any consent or approval of any governmental body with respect to
the granting or exercise of the Option or the issue or purchase of shares under
the Option.

17.  Withholding of Taxes
     --------------------

     The Board may make such provisions and take such steps as it may deem
necessary or appropriate for the withholding of any taxes which the Company is
required by any law or regulation of any governmental authority, whether
federal, state or local, domestic or foreign, to withhold in connection with any
Option, including, but not limited to, the withholding of the issuance of all or
any portion of the shares of Stock subject to the Option until the holder of the
Option reimburses the Company for the amount required to be withheld with
respect to such taxes, canceling any portion of the issuance of the shares of
Stock subject to the Option in an amount sufficient to reimburse the Company for
such amount, deducting from the Optionee's compensation

                                       7
<PAGE>

an amount sufficient to reimburse the Company for such amount, or taking any
other action reasonably required to satisfy the withholding obligation of the
Company.

18.  Repurchase Option
     -----------------

     The Options and Option Shares are subject to the rights of the Company to
repurchase or acquire the Option Shares upon the occurrence of certain events,
including but not limited to: death or disability of the Optionee;; or a
transfer of the Option or Option Shares, voluntarily, involuntarily or by
operation of law. The terms of this repurchase option with respect to Option
Shares shall be set forth in the Option Agreement pertaining to such Options.

19.  Modification of Options
     -----------------------

     At any time and from time to time the Board may provide for the
modification, extension, or renewal of any outstanding Option, provided that no
such modification, extension or renewal shall impair the Option in any respect
without the consent of the holder of the Option.

20.  Amendment and Termination of the Plan
     -------------------------------------

     The Board may provide for the alteration, suspension or discontinuation of
the Plan.

21.  Shareholder Rights
     ------------------

     A holder of an Option shall have none of the rights of a shareholder with
respect to the shares of Stock subject to the Option until the transfer of such
shares to him or her has been duly recorded on the stock transfer books of the
Company upon the exercise of the Option.

                                       8
<PAGE>

22.  Effective Date
     --------------

     The foregoing Open Port Technology, Inc. 1995 Non-Employee Stock Option
Plan is hereby adopted by the Company as of October 19, 1995.


                                        Open Port Technology, Inc.

                                             /s/ Randy S. Storch
                                        By:  ------------------------------
                                        Randy S. Storch, President

                                       9
<PAGE>

                                   EXHIBIT A
                                      TO
                          OPEN PORT TECHNOLOGY, INC.
                      1995 NON-EMPLOYEE STOCK OPTION PLAN

                              NOTICE OF EXERCISE


               (to be executed only upon exercise of the Option)


     Reference is made to the Open Port Technology, Inc. 1995 Non-Employee Stock
Option Agreement, dated as of ___________________ _____, 1995 (the "Option
Agreement"), between Open Port Technology, Inc., an Illinois corporation (the
"Company"); _____________________________________ (the "Optionee"). Capitalized
terms used herein and not otherwise defined have the meanings assigned to such
terms in the Option Agreement.

     (a)  The Optionee hereby irrevocably exercises the option for and purchases
_______________ shares of Stock.

     (b)  The full purchase price for the shares of Stock being purchased
hereunder, calculated in accordance with the Option Agreement, is
$_______________, and the Optionee is delivering to the Company simultaneously
with the delivery of this Notice of Exercise a certified or bank cashier's check
payable to the order of the Company in such amount.

     (c)  The shares of Stock being purchased hereunder are being acquired for
the Optionee's own account and not with a view to distribution thereof in
violation of applicable Federal or state securities laws.

     (d)  The Optionee requests that certificates for the shares of Stock being
purchased hereunder be issued in the name of and delivered to the Optionee at
the following address:

                           _________________________
                           _________________________
                           _________________________
                           _________________________
<PAGE>

Dated as of ____________________      ______________________________
                                      (Signature)

                                      ______________________________
                                      (Name)

                                      ______________________________
                                      (Signature of Spouse)

                                      ______________________________
                                      (Name)
<PAGE>

                                   EXHIBIT B
                                      TO
                  OPEN PORT TECHNOLOGY, INC. (the "Company")
               1995 NON-EMPLOYEE STOCK OPTION PLAN (the "Plan")

                               IRREVOCABLE PROXY


     The undersigned hereby revokes any previous proxies and irrevocably
appoints Randy S. Storch (the "Proxyholder") and his successor, pursuant to the
Plan as the proxy of the undersigned to attend any and all meetings of the
shareholders of the Company, and any adjournments or postponements of such
meetings (collectively, a "Meeting"), to vote for and in the name, place and
stead of the undersigned at any Meeting all shares of common stock, no par value
per share (the "Stock"), owned by the undersigned on the date of this proxy and
any other shares of Stock hereafter acquired by the undersigned (collectively,
the "Proxy Shares"), to execute written consents to corporate action, and to
represent and otherwise act for the undersigned on any and all matters with the
same force and effect as if the undersigned were personally present at such
meeting or were executing such consent.

     This proxy is coupled with an interest and is expressly made irrevocable
and will be effective until the earliest to occur of (i) the consummation of an
initial public offering by the Company that is registered under the Securities
Act of 1933, as amended or (ii) the expiration of ten (10) years from the
execution date hereof. The undersigned acknowledges that monetary damages would
be an inadequate remedy for a breach of the provisions of this proxy and that
(in addition to any other remedy available at law) the obligations of the
undersigned and the rights of the Proxyholder are specifically enforceable.

     The undersigned authorizes the Proxyholder to substitute any other person
or entity to act under this proxy, to revoke any such substitution, and to file
this proxy and any substitution or revocation of this proxy with the Secretary
of the Company.

Dated as of ____________________      ______________________________
                                      (Signature)

                                      ______________________________
                                      (Name)


                                      ______________________________
                                      (Signature of Spouse)

                                      ______________________________
                                      (Name)
<PAGE>

                             AMENDMENT NUMBER ONE
                                      TO
                          OPEN PORT TECHNOLOGY, INC.
                      1995 NON-EMPLOYEE STOCK OPTION PLAN


1.   Reference to Plan
     -----------------

     Reference is hereby made to that certain Open Port Technology, Inc. 1995
Non-Employee Stock Option Plan; as used herein, the term "Plan" shall refer to
the Plan as modified by this Amendment. The terms used herein which are defined
in the Plan shall have the meanings provided for in the Plan, unless otherwise
defined herein. Except as expressly modified hereby, all of the terms and
provisions of the Plan shall continue in full force and effect. A copy of this
Amendment shall be attached to and made a part of the Plan.

2.   Amendment to Section 2(p) of the Plan
    -------------------------------------

     Section 2(p) of the Plan is hereby amended so as to read in its entirety as
follows:

          (p)  "Stock" shall mean the common stock, par value $.001 per   share,
          of the Company.

3.   Effective Date
     --------------

     This Amendment to the Plan is hereby adopted by the Board as of the 30th
day of April, 1996.

                                                      Open Port Technology, Inc.
<PAGE>

                             AMENDMENT NUMBER TWO
                                      TO
                          OPEN PORT TECHNOLOGY, INC.
                      1995 NON-EMPLOYEE STOCK OPTION PLAN

1.   Reference to Plan
     -----------------

     Reference is hereby made to that certain Open Port Technology, Inc. 1995
Non-Employee Stock Option Plan, as amended by Amendment Number One to the Open
Port Technology, Inc. 1995 Incentive Stock Option Plan, dated as of April 30,
1996. As used herein, the term "Plan" shall refer to the Open Port Technology,
Inc 1995 Non-Employee Stock Option Plan, as modified by Amendment Number One and
by this Amendment Number Two. The terms used herein which are defined in the
Plan shall have the meanings provided for in the Plan, unless otherwise defined
herein. Except as expressly modified hereby, all of the terms and provisions of
the Plan shall continue in full force and effect. A copy of this Amendment
Number Two shall be attached to and made a part of the Plan.

2.   Amendment to Section 3 of the Plan
     ----------------------------------

     The first paragraph of Section 3 of the Plan is hereby amended so as to
read in its entirety as follows:

          Except as provided in Section 4(a) hereof, the aggregate amount of
     Stock for which Options may be granted shall not exceed 3,682,695 shares
     (based on the capitalization of the Company existing as of January 1, 1997)
     less (at the time of the grant of any Option) all shares subject to any
     option granted under the Open Port Technology, Inc. 1995 Incentive Stock
     Option Plan, as amended.

3.   Effective Date
     --------------

     This Amendment Number Two to the Plan is hereby adopted by the Board as of
February 6, 1997.

                                                      Open Port Technology, Inc.
<PAGE>

                            AMENDMENT NUMBER THREE
                                      TO
                          OPEN PORT TECHNOLOGY, INC.
                      1995 NON-EMPLOYEE STOCK OPTION PLAN

1.   Reference to Plan
     -----------------

     Reference is hereby made to that certain Open Port Technology, Inc. 1995
Non-Employee Stock Option Plan, as amended by Amendment Number One to the Open
Port Technology, Inc. 1995 Non-Employee Stock Option Plan, dated as of April 30,
1996 and Amendment Number Two to the Open Port Technology, Inc. 1995 Non-
Employee Stock Option Plan, dated as of February 6, 1997. As used herein, the
term "Plan" shall refer to the Open Port Technology, Inc. 1995 Non-Employee
Stock Option Plan, as modified by Amendment Number One, Amendment Number Two,
and this Amendment Number Three. The terms used herein which are defined in the
Plan shall have the meanings provided for in the Plan, unless otherwise defined
herein. Except as expressly modified hereby, all of the terms and provisions of
the Plan shall continue in full force and effect. A copy of this Amendment
Number Three shall be attached to and made a part of the Plan.

2.   Amendment to Section 3 of the Plan
     ----------------------------------

     The first paragraph of Section 3 of the Plan is hereby amended so as to
read in its entirety as follows:

          Except as provided in Section 4(a) hereof, the aggregate amount of
     Stock for which Options may be granted shall not exceed 4,432,695 shares
     (based on the capitalization of the Company existing as of January 1, 1997)
     less (at the time of the grant of any Option) all shares subject to any
     option granted under the Open Port Technology, Inc. 1995 Incentive Stock
     Option Plan, as amended.

3.   Effective Date
     --------------

     This Amendment Number Three to the Plan is hereby adopted by the Board as
of April 23, 1998.

                                                      Open Port Technology, Inc.
<PAGE>

                           AMENDMENT NUMBER FOUR TO
                          OPEN PORT TECHNOLOGY, INC.
                      1995 NON-EMPLOYEE STOCK OPTION PLAN


1.   Reference to Plan
     -----------------

     Reference is hereby made to that certain Open Port Technology, Inc. 1995
Non-Employee Stock Option Plan (the "Plan"), as amended by Amendment Number One
to the Plan, dated as of April 30, 1996, Amendment Number Two to the Plan, dated
as of February 6, 1997 and Amendment Number Three to the Plan, dated as of April
23, 1998. As used herein, the term "Plan" shall refer to the Open Port
Technology, Inc. 1995 Non-Employee Stock Option Plan as modified by Amendment
Number One, Amendment Number Two, Amendment Number Three and this Amendment
Number Four. The terms used herein which are defined in the Plan shall have the
meanings provided for in the Plan, unless otherwise defined herein. Except as
expressly modified hereby, all of the terms and provisions of the Plan shall
continue in full force and effect. A copy of this Amendment Number Four shall be
attached to and made a part of the Plan.

2.   Amendment to Section 3 of the Plan
     ----------------------------------

     The first paragraph of Section 3 of the Plan is hereby amended so as to
read in its entirety as follows:

     Except as provided in Section 4(a) hereof, the aggregate amount of Stock
     for which Options may be granted shall not exceed 5,432,695 shares (based
     on the capitalization of the Company existing as of January 1, 1997) less
     (at the time of the grant of any Option) all shares subject to any option
     granted under the Open Port Technology, Inc. 1995 Non-Employee Stock Option
     Plan, as amended.

3.   Effective Date
     --------------

     This Amendment Number Four to the Plan is hereby adopted by the Board as of
October 29, 1998.

                                                      Open Port Technology, Inc.
<PAGE>

                           AMENDMENT NUMBER FIVE TO
                          OPEN PORT TECHNOLOGY, INC.
                      1995 NON-EMPLOYEE STOCK OPTION PLAN


1.   Reference to Plan
     -----------------

     Reference is hereby made to that certain Open Port Technology, Inc. 1995
Non-Employee Stock Option Plan (the "Plan"), as amended by Amendment Number One
to the Plan, dated as of April 30, 1996, Amendment Number Two to the Plan, dated
as of February 6, 1997, Amendment Number Three to the Plan, dated as of April
23, 1998 and by Amendment Number Four to the Plan, dated as of October 29, 1998.
As used herein, the term "Plan" shall refer to the Open Port Technology, Inc.
1995 Non-Employee Stock Option Plan as modified by Amendment Number One,
Amendment Number Two, Amendment Number Three, Amendment Number Four and this
Amendment Number Five. The terms used herein which are defined in the Plan shall
have the meanings provided for in the Plan, unless otherwise defined herein.
Except as expressly modified hereby, all of the terms and provisions of the Plan
shall continue in full force and effect. A copy of this Amendment Number Five
shall be attached to and made a part of the Plan.

2.   Amendment to Section 3 of the Plan
     ----------------------------------

     The first paragraph of Section 3 of the Plan is hereby amended so as to
read in its entirety as follows:

     Except as provided in Section 4(a) hereof, the aggregate amount of Stock
     for which Options may be granted shall not exceed 8,432,695 shares (based
     on the capitalization of the Company existing as of January 1, 1997) less
     (at the time of the grant of any Option) all shares subject to any option
     granted under the Open Port Technology, Inc. 1995 Incentive Stock Option
     Plan, as amended.

3.   Effective Date
     --------------

     This Amendment Number Five to the Plan is hereby adopted by the Board as of
January 27, 2000.

                                                      Open Port Technology, Inc.
<PAGE>

                            AMENDMENT NUMBER SIX TO
                          OPEN PORT TECHNOLOGY, INC.
                      1995 NON-EMPLOYEE STOCK OPTION PLAN

1.   Reference to Plan
     -----------------

     Reference is hereby made to that certain Open Port Technology, Inc. 1995
Non-Employee Stock Option Plan (the "Plan"), as amended by Amendment Number One
to the Plan, dated as of April 30, 1996, Amendment Number Two to the Plan, dated
as of February 6, 1997, Amendment Number Three to the Plan, dated as of April
23, 1998, by Amendment Number Four to the Plan, dated as of October 29, 1998 and
by Amendment Number Five, dated as of January 27, 2000. As used herein, the term
"Plan" shall refer to the Open Port Technology, Inc. 1995 Non-Employee Stock
Option Plan as modified by Amendment Number One, Amendment Number Two, Amendment
Number Three, Amendment Number Four, Amendment Number Five and this Amendment
Number Six. The terms used herein which are defined in the Plan shall have the
meanings provided for in the Plan, unless otherwise defined herein. Except as
expressly modified hereby, all of the terms and provisions of the Plan shall
continue in full force and effect. A copy of this Amendment Number Six shall be
attached to and made a part of the Plan.

2.   Amendment to Section 3 of the Plan
     ----------------------------------

     The first paragraph of Section 3 of the Plan is hereby amended so as to
read in its entirety as follows:

     Except as provided in Section 4(a) hereof, the aggregate amount of Stock
     for which Options may be granted shall not exceed 9,732,695 shares (based
     on the capitalization of the Company existing as of January 1, 1997) less
     (at the time of the grant of any Option) all shares subject to any option
     granted under the Open Port Technology, Inc. 1995 Incentive Stock Option
     Plan, as amended.

3.   Effective Date
     --------------

     This Amendment Number Six to the Plan is hereby adopted by the Board as of
March 24, 2000.

                                                      Open Port Technology, Inc.
<PAGE>

                           AMENDMENT NUMBER SEVEN TO
                           OPEN PORT TECHNOLOGY, INC
                      1995 NON-EMPLOYEE STOCK OPTION PLAN



1.   Reference to Plan
     -----------------

     Reference is hereby made to that certain Open Port Technology, Inc. 1995
Non-Employee Stock Option Plan (the "Plan"), as amended by Amendment Number One
to the Plan, dated as of April 30, 1996, Amendment Number Two to the Plan, dated
as of February 6, 1997, Amendment Number Three to the Plan, dated as of April
23, 1998, Amendment Number Four to the Plan, dated as of October 29, 1998,
Amendment Number Five to the Plan, dated as of January 27, 2000, and Amendment
Number Six to the Plan, dated as of March 24, 2000. As used herein, the term
"Plan" shall refer to the Open Port Technology, Inc. 1995 Non-Employee Stock
Option Plan as modified by Amendment Number One, Amendment Number Two, Amendment
Number Three, Amendment Number Four, Amendment Number Five, and Amendment Number
Six. The terms used herein which are defined in the Plan shall have the meanings
provided for in the Plan, unless otherwise defined herein. Except as expressly
modified hereby, all of the terms and provisions of the Plan shall continue in
full force and effect. A copy of this Amendment Number Seven shall be attached
to and made part of the Plan.

2.   Amendments to Section 2 of the Plan
     -----------------------------------

     Section 2 of the Plan is hereby amended by amending paragraph (k) so as to
read in its entirety as follows:

          (k) "Option Agreement" shall mean an agreement executed by an officer
     of the Company and the Optionee evidencing the grant of an Option, as it
     may be amended, modified, extended or renewed from time to time, subject to
     Section 19.

     Section 2 of the Plan is hereby further amended by adding a new paragraph
(q) so as to read in its entirety as follows:

     (q)  "Change of Control Event" means, unless otherwise defined for a
          particular Optionee in an Option Agreement or in an employment
          agreement between the Company and such Optionee which addresses the
          effect of a Change of Control (as therein defined) on benefits
          hereunder, shall mean, and be deemed to have occurred:

          (i)  upon the acquisition at any time (excluding any acquisition in
               connection with any public offering of equity securities of the
               Company pursuant to a registration statement filed under the
               Securities Act) by a person or group (as used in Sections 13(d)
               and 14(d)(2) of the Securities Exchange Act of 1934, as amended
               (the "Exchange Act"), excluding for this purpose, the Company or
               any Subsidiary or any employee benefit plan of the Company
<PAGE>

               or any Subsidiary) of the beneficial ownership (as defined in
               Rule 13d-3 promulgated under the Exchange Act), directly or
               indirectly, of securities representing fifty percent (50%) or
               more of the combined voting power of the then-outstanding
               securities of the Company; except that no Change of Control shall
               be deemed to have occurred solely by reason of such beneficial
               ownership (A) by a corporation of which fifty percent (50%) or
               more of the beneficial ownership is then held, directly or
               indirectly, in substantially the same proportions by the persons
               who held the beneficial ownership of the Company immediately
               before such acquisition, or (B) resulting directly from an
               issuance of Stock by the Company to such person; or

          (ii) the approval by the Board or the shareholders of the Company of a
               merger, share exchange (other than a merger or share exchange
               with a wholly-owned subsidiary), consolidation, reorganization or
               similar transaction, or a plan or agreement for the sale or other
               disposition of all or substantially all of the consolidated
               assets of the Company or a plan of liquidation of the Company, as
               a result of which immediately following such transaction the
               shareholders of the Company shall not hold, directly or
               indirectly, a majority of the voting power of the
               then-outstanding securities of the surviving, resulting or
               acquiring corporation (or in the case of a sale or other
               disposition of assets, of each surviving, resulting or acquiring
               corporation which immediately after the transaction holds fifty
               percent (50%) of the former assets of the Company).

3.   Amendment to Section 7 of the Plan
     ----------------------------------

     Section 7 of the Plan is hereby amended so as to read in its entirety as
follows:

          The Plan shall continue in effect until terminated pursuant to Section
     20 hereof, or until there is no more Stock as to which an Option may be
     granted and no Options are outstanding; provided, however, that all Options
     must be granted within 10 years from the effective date of the Plan, and no
     Options shall be granted under the Plan after an IPO.

4.   Amendments to Section 8 of the Plan
     -----------------------------------

     Section 8 of the Plan is hereby amended so as to read in its entirety as
follows:

          (a)  The Options may not be transferred, assigned, pledged or
     hypothecated in any way and will not be subject to execution, attachment or
     similar process, except as provided by this Plan and except by will or
     under the laws of descent and distribution, or pursuant to a domestic
     relations order issued by a court of competent jurisdiction, or by
     designation of beneficiary pursuant to subsection (b) of this Section 8, or
     as may be permitted by subsection (c) of this Section 8, all subject to the
     repurchase option described in Section 18 hereof.
<PAGE>

          (b)  Each Optionee under the Plan may, from time to time, name any
     beneficiary or beneficiaries (who may be an individual or a trust and who
     may be named contingently or successively) to exercise on such
     beneficiary's behalf any Options that are outstanding and exercisable after
     the death of the Optionee. Each such designation shall revoke all prior
     designations by the same Optionee, shall be in a form prescribed by the
     Company, and will be effective only when filed by the Optionee in writing
     with the Company during the Optionee's lifetime. In the absence of any such
     designation, the Option to the extent outstanding and exercisable after the
     death of an Optionee may be exercised by his or her executors,
     administrators, legatees or distributees of his or her estate as determined
     under his or her will or by the laws of descent and distribution. If an
     Option is exercised by the executors, administrators, legatees or
     distributees of the estate of a deceased Optionee or by the guardian or
     legal representative of a Optionee, the Company shall be under no
     obligation to issue Stock thereunder unless and until it is satisfied that
     the person or persons exercising the Option are the duly appointed
     beneficiary or legal representatives of the Optionee or of the deceased
     Optionee's estate or the proper legatees or distributees of such estate.

          (c)  Notwithstanding subsection (a) above, an Optionee may transfer an
     Option in the manner prescribed by the Board, and subject to such terms and
     conditions as may be prescribed by the Board, to any Permissible Transferee
     (as defined below). For purposes of this Plan, "Permissible Transferee"
     means any member of the Immediate Family (as defined below) of the Optionee
     to whom such Option was granted, any trust the primary beneficiaries of
     which consist exclusively of the Optionee or members of the Optionee's
     Immediate Family or any corporation, partnership or similar entity, the
     owners of which consist exclusively of the Optionee or members of the
     Optionee's Immediate Family. For purposes of this Section, "Immediate
     Family" means such Optionee's spouse, children, nieces, nephews,
     grandchildren, great grandchildren, stepchildren, parents, stepparents,
     grandparents, siblings, half siblings, and the spouses of such individuals.

          (d)  An Option will terminate immediately upon any attempted transfer,
     assignment, pledge or hypothecation of such Option in violation of this
     Section 8, and any attempted transfer, assignment, pledge or hypothecation
     of any Option Shares in violation of this Section 8 will be void without
     further action by the Company and have no effect.

5.   Amendment to Section 11 of the Plan
     -----------------------------------

     Section 11 of the Plan is hereby amended by adding the following new
paragraph at the end thereof:

          Further, notwithstanding anything to the contrary in Section 10 or
     this Section 11, upon the occurrence of a Change of Control Event, with
     respect to each Option, the vesting of the Option shall be accelerated so
     that the Options shall be fully exercisable.

6.   Amendments to Section 14 of the Plan
     ------------------------------------
<PAGE>

     Section 14 of the Plan is hereby amended so as to read in its entirety as
follows:

     Except to the extent provided in Section 8(c), during the Optionee's
lifetime Options shall be exercisable only by the Optionee or his legal
representative or guardian. Options shall not be exercisable by the spouse of
any Optionee during such Optionee's lifetime, unless such spouse is acting in
his or her capacity as the legal representative or guardian or a permissible
transferee under such Option Agreement, of the Optionee. In the event of the
Optionee's death, the Option shall be exercisable by the person or entity
(including the Optionee's estate) that has obtained the Optionee's rights under
the Option by designation of beneficiary, by will or under the laws of descent
and distribution, or by such permitted transfer.

     Options shall be exercised, if at all, by submitting to the Company (a) a
Notice of Exercise in the form attached hereto as Exhibit A, (b) if exercise
occurs prior to an IPO, the Irrevocable Proxy, duly executed, (c) any other
written representations, covenants and undertakings that the Company may
prescribe pursuant to any shareholders agreements or to satisfy securities laws
and regulations or other requirements, and (d) full payment for the Option Stock
made by cash, personal check or wire transfer or, subject to the approval of the
Board, any one or more of the following means:

          (i)  Shares of Stock that have been held by the Optionee for at least
     six months or purchased by the Optionee on the open market ("Mature
     Shares"), valued at their Fair Market Value on the date of exercise;

          (ii)  pursuant to procedures approved by the Board, through the sale
     of the Stock acquired on exercise of the Option through a broker-dealer to
     whom the Optionee has submitted an irrevocable notice of exercise and
     irrevocable instructions to deliver promptly to the Company the amount of
     sale or loan proceeds sufficient to pay for such Stock, together with, if
     requested by the Company, the amount of federal, state, local or foreign
     withholding taxes payable by Optionee by reason of such exercise.

If Mature Shares are used to pay the Exercise Price, then if requested by the
Secretary or Assistant Secretary of the Company, the Optionee shall deliver to
the Secretary or Assistant Secretary the agreement evidencing the Option and the
Optionee's certificate that such shares have been held by the Optionee for at
least six months or were purchased on the open market and such certificate shall
identify the number of shares of Stock and the stock certificate or other
document or notation which evidences such stock ownership. The number of Mature
Shares being so used and the number of shares of Stock purchased upon exercise
may be evidenced by a notation on the agreement and the agreement shall be
returned to the Optionee. No fractional shares of Stock (or cash in lieu of
fractional shares) shall be issued upon exercise of an Option and the number of
shares of Stock that may be purchased upon exercise shall be rounded to the
nearest number of whole shares.
<PAGE>

          Upon receipt of the Notice of Exercise (subject to Sections 15, 16 and
     17 of this Plan), the Company shall issue a new certificate of certificates
     to the holder of the Option. The certificate or certificates for the shares
     as to which the Option shall have been exercised shall be registered in the
     name of the holder of the Option and shall be delivered to or upon the
     written order of the holder of the Option. If the shares are issued before
     an IPO the shares shall bear a legend in substantially the following form:

          "THE SHARES SUBJECT TO THIS CERTIFICATE ARE SUBJECT TO TRANSFER AND
          VOTING RESTRICTIONS SET FORTH IN THE OPEN PORT TECHNOLOGY, INC. 1995
          INCENTIVE STOCK OPTION PLAN (THE "PLAN"). COPIES OF THE PLAN ARE ON
          FILE IN THE OFFICE OF THE SECRETARY OF THE CORPORATION. BY ACCEPTING
          THE SHARES OF STOCK EVIDENCED BY THIS CERTIFICATE, THE HOLDER AGREES
          TO BE BOUND BY THE PLAN AS IT MAY BE AMENDED FROM TIME TO TIME."

7.   Amendments to Section 18 of the Plan
     ------------------------------------

     Section 18 of the Plan is hereby amended so as to read in its entirety as
follows:

          The Options and the Option Shares are subject to the rights of the
     Company to repurchase or acquire the Option Shares upon the occurrence of
     certain events, including but not limited to: death or disability of the
     Optionee, or a transfer of the Option or Option Shares, voluntarily,
     involuntarily or by operation of law, but excluding in any instance upon
     the occurrence of a Change of Control Event or after an IPO. The terms of
     this repurchase option with respect to the Option Shares shall be set forth
     in the Option Agreement pertaining to such Options.

8.   Effective Date
     --------------

     This Amendment Number Seven to the Plan is hereby adopted by the Board as
of April 3, 2000 subject to approval by the Shareholders of the Company.

                                                      Open Port Technology, Inc.