<PAGE>   1

                                                                    EXHIBIT 4.3



                           UPGRADE INTERNATIONAL CORP.
                                     AMENDED
                    1999 COMBINED INCENTIVE AND NONQUALIFIED
                                STOCK OPTION PLAN



        THIS AGREEMENT is adopted by the Board of Directors of Upgrade
International Corp. and is effective as of the ___ day of ____________________,
1999.

        SECTION 1. Purpose. The purpose of the Plan is to enable Upgrade
International Corp. (the "Company") to attract and retain the services of people
with training, experience and ability and to provide additional incentive to
such persons by granting them an opportunity to participate in the ownership of
the Company.

        SECTION 2. Stock Subject to Plan. The stock subject to this Plan shall
be the Company's common stock, par value $0.001 per share (the "Common Stock"),
presently authorized but unissued or now held or subsequently acquired by the
Company as treasury shares. Subject to adjustment as provided in Section 10, the
aggregate amount of Common Stock reserved for issuance or delivery upon exercise
of all options granted under this Plan shall not exceed 1,550,000 shares of
Common Stock, as constituted on the date of adoption of this Plan by the Board
of Directors. If any option granted under this Plan shall expire or terminate
for any reason without having been exercised in full, the unpurchased shares
subject thereto shall thereupon again be available for purposes of this Plan.

        SECTION 3. Administration. The Plan shall be administered by the Board
of Directors of the Company, in accordance with the following terms and
conditions:

           3.1 General Authority. Subject to the express provisions of the Plan,
the Board of Directors shall have the authority, in its discretion, to determine
all matters relating to options to be granted under the Plan, including the
selection of individuals to be granted options, the number of shares to be
subject to each option, the exercise price, the term, whether such options shall
be immediately exercisable or shall become exercisable in increments over time,
and all other terms and conditions thereof. Grants under this Plan to persons
eligible need not be identical in any respect, even when made simultaneously.
The Board of Directors may from time to time adopt rules and regulations
relating to the administration of the Plan. The interpretation and construction
by the Board of Directors of any terms or provisions of this Plan or any option
issued hereunder, or of any rule or regulation promulgated in connection
herewith, shall be conclusive and binding on all interested parties. The Board
of Directors in its sole discretion, may grant incentive stock options
("Incentive Stock Options") as such term is defined in Section 422 of the U.S.
Internal Revenue Code of 1986, as amended, (the "Code") or nonqualified stock
options ("Nonqualified Stock Options") or both. A Nonqualified Stock Option is a
stock option that is not an Incentive Stock Option. The type of option granted,
whether an Incentive Stock option or a Nonqualified Stock Option shall be
clearly identified by the Board of Directors when granted. At no time shall the
Board grant an Incentive Stock Option and a Nonqualified Stock Option together,
or grant either an Incentive Stock Option or a Nonqualified Stock Option when
the exercise of one such option affects the right to exercise the other. The
term option when used in this Plan shall refer to Incentive Stock Options and
Nonqualified Stock Options, collectively.

           3.2 Directors. A member of the Board of Directors may be eligible to
participate in or receive or hold options under this Plan; provided, however,
that no



<PAGE>   2

member of the Board of Directors shall vote with respect to the granting of an
option hereunder to himself or herself, as the case may be.

           3.3 Delegation to a Committee. Notwithstanding the foregoing, the
Board of Directors, if it so determines, may delegate to a committee of the
Board of Directors any or all authority for the administration of the Plan, and
thereafter references to the Board of Directors in this Plan shall be deemed to
be references to the committee to the extent provided in the resolution
establishing the committee. Once appointed, any such committee shall continue to
serve until otherwise directed by the Board of Directors. From time to time the
Board of Directors may increase the size of the committee and appoint additional
members thereof, remove members (with or without cause), appoint substitutions
therefor, and fill vacancies however caused. Each member of the committee shall
be an individual qualifying as an "outside director," as such term is used in
Section 162(m) of the Code, and "non-employee director," as such term is used in
Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended
(the "1934 Act"). At least annually, such committee shall present a written
report to the Board of Directors indicating the persons to whom options have
been granted hereunder since the date of the last report, and in each case the
date or dates of options granted, the number of shares as to which options were
granted, and the exercise price per share. At all times the Board of Directors
shall have the power to remove all members of the committee and thereafter to
administer the Plan directly.

           3.4 Persons Subject to Section 16(b). Notwithstanding anything in the
Plan to the contrary, the Board of Directors, in its absolute discretion, may
bifurcate the Plan so as to restrict, limit or condition the use of any
provision of the Plan to participants who are officers and directors subject to
Section 16(b) of the 1934 Act without so restricting, limiting or conditioning
the Plan with respect to other participants

           3.5 Replacement of Options. The Board of Directors, in its absolute
discretion, may grant options subject to the condition that options previously
granted at a higher or lower exercise price under the Plan be canceled or
exchanged in connection with such grant. The number of shares covered by the new
options, the exercise price, the term and the other terms and conditions of the
new option, shall be determined in accordance with the Plan and may be different
from the provisions of the canceled or exchanged options. Alternatively, the
Board of Directors may, with the agreement of the Optionee, amend previously
granted options to establish the exercise price at the then current fair market
value of the Company's Common Stock, maintaining existing vesting and expiration
dates.

           3.6 Loans to Optionees. The Board of Directors, in its absolute
discretion, may provide that the Company loan to Optionees sufficient funds to
exercise any option granted under the Plan and/or to pay withholding tax due
upon exercise of such option. The Board of Directors shall have the authority to
make such determinations at the time of grant or exercise and shall establish
repayment terms thereof, including installments, maturity and interest rate.

        SECTION 4. Eligibility. Options may be granted only to persons who, at
the time the option is granted, are employees, directors, consultants or
independent contractors of or to the Company or any of its present or future
parent or subsidiary corporations (hereafter a "Parent" or "Subsidiary") or to
any other person providing good and valuable consideration to the Company is
received as may be determined by the Board of Directors. Any individual to whom
an option is granted under this Plan may be referred to hereinafter as
"Optionee". Any Optionee may receive one or more grants of options as the Board
of Directors as shall from time to time determine, and such



                                       2
<PAGE>   3

determinations may be different as to different Optionees and may vary as to
different grants. Optionees who are not employees are eligible to receive only
Nonqualified Stock Options.

        SECTION 5. Terms and Conditions of Options. Options granted under this
Plan shall be evidenced by written agreements which shall contain such terms,
conditions, limitations and restrictions as the Board of Directors shall deem
advisable and which are not inconsistent with this Plan. Each option granted
hereunder shall clearly indicate whether it is an Incentive Stock Option or a
Nonqualified Stock Option. Notwithstanding the foregoing, all such options shall
include or incorporate by reference the following terms and conditions:

           5.1 Number of Shares. The maximum number of shares that may be
purchased pursuant to the exercise of each option and the price per share at
which such option is exercisable (the "exercise price") shall be as established
by the Board of Directors, provided that the exercise price of Incentive Stock
Options shall not be less than the fair market value per share of the Common
Stock at the time the option is granted, as determined in good faith by the
Board of Directors. The exercise price of Nonqualified Stock Options may be
greater or less than the fair market value per share of the Common Stock at the
time the option is granted.

           5.2 Duration of Options. Subject to the restrictions contained in
Section 9, the term of each option shall be established by the Board of
Directors and, if not so established, shall be ten years from the date it is
granted; in no event, however, shall the term of an Incentive Stock Option
exceed ten years.

           5.3 Exercisability. Each option shall prescribe the installments, if
any, in which an option granted under the Plan shall become exercisable. The
Board of Directors, in its absolute discretion, may waive or accelerate any
installment requirement contained in outstanding options. In no case may an
option be exercised as to less than 100 shares at any one time (or the remaining
shares covered by the option if less than 100). Only whole shares shall be
issued upon the exercise of an option.

           5.4 Incentive Stock Option. Any option which is issued as an
Incentive Stock Option under this Plan shall, notwithstanding any other
provisions of this Plan or any option terms to the contrary, contain all of the
terms, conditions, restrictions, rights and limitations required to be contained
in an Incentive Stock Option, and any provision to the contrary shall be
disregarded.

        SECTION 6. Nontransferability of Options. Options granted under this
Plan and the rights and privileges conferred hereby may not be transferred,
assigned, pledged or hypothecated in any manner (whether by operation of law or
otherwise) other than by will or the applicable laws of descent and
distribution, and shall not be subject to execution, attachment or similar
process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise
dispose of any option under this Plan or any right or privilege conferred
hereby, contrary to the provisions hereof, or upon the sale or levy or any
attachment or similar process, such option thereupon shall terminate and become
null and void. During an Optionee's lifetime, any options granted under this
Plan are personal to him or her and are exercisable solely by such Optionee.

        SECTION 7. Certain Limitations Regarding Incentive Stock Options. The
grant of Incentive Stock Options shall be subject to the following special
limitations:



                                       3
<PAGE>   4

           7.1 Limitation on Amount of Grants. In any calendar year, only
options up to a maximum aggregate of ten percent (10%) of the number of shares
specified in Section 2 of this Plan shall be granted to any one person. In
addition, in no event shall any Optionee be granted Incentive Stock Options that
in the aggregate (together with all other Incentive Stock Options granted by the
Company or any Parents or Subsidiaries) entitle the Optionee to purchase, in any
calendar year during which such options first become exercisable, stock of the
Company, any Parent or any Subsidiary having a fair market value (determined as
of the time such options are granted) in excess of $100,000 plus the amount of
any unused limit carry-over permitted under the applicable provisions of the
Code. No limitation shall apply to Nonqualified Stock options.

           7.2 Grants to 10% Shareholders. Incentive Stock options may be
granted a person owning more than 10% of the total combined voting power of all
classes of stock of the Company and any Parent or Subsidiary only if (i) the
exercise price is at least 110% of the fair market value of the stock at the
time of grant, and (ii) the option is not exercisable after the expiration of
five years from the date of grant.

        SECTION 8. Exercise of Options. Options shall be exercised in accordance
with the following terms and conditions:

           8.1 Procedure. Options shall be exercised by delivery to the Company
of written notice of the number of shares with which the option is exercised.

           8.2 Payment. Payment of the option price shall be made in full within
5 business days of the notice of exercise of the option and shall be in cash or
bank-certified or cashier's checks, or personal check if permitted by the Board
of Directors. To the extent permitted by applicable laws and regulations
(including, but not limited to, federal tax and securities laws and
regulations), an option may be exercised by delivery of shares of Common Stock
of the Company held by the Optionee having a fair market value equal to the
exercise price, such fair market value to be determined in good faith by the
Board of Directors. Such payment in stock may occur in the context of a single
exercise of an option, sometimes referred to as a "cashless" exercise, or
successive and simultaneous exercises, sometimes referred to as "pyramiding",
which provides that, rather than physically exchanging certificates for a series
of exercises, bookkeeping entries will be made pursuant to which the Optionee is
permitted to retain his existing stock certificate and a new stock certificate
is issued for the net shares.

        If the Company's Common Stock is registered under the 1934 Act, and if
permitted by the Board of Directors, and to the extent permitted by applicable
laws and regulations, (including, but not limited to, federal tax and securities
laws and regulations) an option also may be exercised by delivery of a properly
executed exercise notice together with irrevocable instructions to a broker to
promptly deliver to the Company the amount of sale or loan proceeds to pay the
exercise price.

        8.3 Federal Withholding Tax Requirements. Upon exercise of an option,
the Optionee shall, upon notification of the amount due and prior to or
concurrently with the delivery of the certificates representing the shares, pay
to the Company amounts necessary to satisfy applicable federal, state and local
withholding tax requirements or shall otherwise make arrangements satisfactory
to the Company for such requirements. Such arrangements may include payment of
the appropriate withholding tax in shares of stock of the Company having a fair
market value equal to such withholding tax, either through delivery of shares
held by the Optionee or by reduction in the number of shares to be delivered to
the optionee upon exercise of such option.



                                       4
<PAGE>   5

        SECTION 9. Termination of Employment, Disability and Death.

           9.1 General. If the employment of an Optionee by the Company, a
Parent or a Subsidiary shall terminate by retirement or for any reason other
than death, disability or cause as hereinafter provided, an option held by the
Optionee may be exercised by the Optionee at any time prior to the expiration of
three months after the date of such termination of employment (unless by its
terms the option sooner terminates or expires), but only if, and to the extent,
the Optionee was entitled to exercise the option at the date of such
termination. Such three-month period shall be extended to one year after the
date of such termination in the event the Optionee dies during such three-month
period.

           9.2 Disability. If the employment of an Optionee by the Company, a
Parent or a Subsidiary is terminated because of the Optionee's disability (as
herein defined), an option held by the Optionee may be exercised by the Optionee
at any time prior to the expiration of one year after the date of such
termination of employment (unless by its terms the option sooner terminates or
expires), but only if, and to the extent, the Optionee was entitled to exercise
the option at the date of such termination. For purposes of this section, an
Optionee will be considered to be disabled if the Optionee is unable to engage
in any substantial gainful activity by reason of any medically determinable
mental or physical impairment which can be expected to result in death or which
has lasted or can be expected to last a continuous period of not less than 12
months.

           9.3 Death. In the event of the death of an Optionee while in the
employ of the Company, a Parent or a Subsidiary, an option held by the Optionee
shall be exercisable on or prior to the expiration of one year after the date of
such death (unless by its terms the option sooner terminates and expires), but
only if, and to the extent, the Optionee was entitled to exercise the option at
date of death and only by the Optionee's personal representative if the option
is then subject to administration as part of the Optionee's estate, or by the
person or persons to whom such Optionee's rights under the option shall have
passed by the Optionee's will or by applicable laws of descent and distribution.

           9.4 Termination for Cause. If an Optionee's employment with the
Company, a Parent or a Subsidiary is terminated for cause, any option granted
hereunder shall automatically terminate as of the first advice or discussion of
termination and such Optionee shall thereupon have no right to purchase any
shares pursuant to such option. "Termination for Cause" shall include but not be
limited to dismissal for dishonesty, conviction or confession of a crime
punishable by law (except minor violations), intoxication while at work, fraud,
misconduct or disclosure of confidential information.

           9.5 Waiver or Extension of Time Periods. The Board of Directors shall
have the authority, prior to or within the times specified in this Section 9 for
the exercise of any such option, to extend such time period or waive in its
entirety any such time period to the extent that such time period expires prior
to the expiration of the term of such option. In addition, the Board of
Directors may grant, pursuant to a specific resolution adopted at the time of
grant, modify or eliminate the time periods specified in this Section 9.
However, no Incentive Stock Option may be exercised after the expiration of ten
(10) years from the date such option is granted. If an Optionee holding an
Incentive Stock Option exercises such option, by permission, after the
expiration of the time period specified in this Section 9, the option will no
longer be treated as an Incentive



                                       5
<PAGE>   6

Stock Option under the Code and shall automatically be converted into a
Nonqualified Stock Option.

           9.6 Termination of Options. To the extent that the option of any
deceased Optionee or of any Optionee whose employment is terminated shall not
have been exercised within the limited periods prescribed in this Section 9, all
further rights to purchase shares pursuant to such option shall cease and
terminate at the expiration of such period. No Incentive Stock Option may be
exercised after the expiration of ten (10) years from the date such option is
granted, notwithstanding any provision to the contrary.

           9.7 Non-Employee Optionees. Options granted to Optionees who are not
employees of the Company, a Parent or a Subsidiary at the time of grant shall
not be subject to the provisions of this Section 9, except as specifically
provided in the option.

        SECTION 10. Option Adjustments.

           10.1 Adjustments Upon Changes in Capitalization. The aggregate number
and class of shares on which options may be granted under this Plan, the number
and class of shares covered by each outstanding option and the exercise price
per share thereof (but not the total price), and all such options, shall each be
proportionately adjusted for any increase or decrease in the number of issued
shares of Common Stock of the Company resulting from a split-up or consolidation
of shares or any like capital adjustment, or the payment of any stock dividend,
or any other increase or decrease in the number of shares of Common Stock of the
Company without the receipt of consideration by the Company.

           10.2 Effect of Certain Transactions. Except as provided in subsection
10.3, upon a merger, consolidation, acquisition of property or stock,
separation, reorganization or liquidation of the Company, as a result of which
the shareholders of the Company receive cash, stock or other property in
exchange for their shares of Common Stock, any option granted hereunder shall
terminate, provided, however, that the Optionee shall have the right for twenty
(20) days prior to any such merger, consolidation, acquisition of property or
stock, separation, reorganization or liquidation to exercise his or her option
in whole or in part whether or not the vesting requirements set forth in the
option agreement have been satisfied.

           10.3 Conversion of Options on Stock for Stock Exchange. If the
shareholders of the Company receive capital stock of another corporation
("Exchange Stock") in exchange for their shares of Common Stock in any
transaction involving a merger, consolidation, acquisition of property or stock,
separation or reorganization, all options granted hereunder shall terminate in
accordance with the provision of subsection 10.2 unless the Board of Directors
and the corporation issuing the Exchange Stock, in their sole and arbitrary
discretion and subject to any required action by the shareholders of the Company
and such corporation, agree that all such options granted hereunder are
converted into options to purchase shares of Exchange Stock. The amount and
price of the such options shall be determined by adjusting the amount and price
of the options granted hereunder in the same proportion as used for determining
the number of shares of Exchange Stock the holders of the Common Stock receive
in such merger, consolidation, acquisition of property or stock, separation or
reorganization. The vesting schedule set forth in the option agreement shall
continue to apply to the options granted for the Exchange Stock. In the case of
Incentive Stock Options, the provisions of this paragraph 10.3 shall be subject
to, and all related action shall satisfy, the requirements of Section 424(a) of
the Code.



                                       6
<PAGE>   7

           10.4 Fractional Shares. In the event of any adjustment in the number
of shares covered by any option, any fractional shares resulting from such
adjustment shall be disregarded and each such option shall cover only the number
of full shares resulting from such adjustment.

           10.5 Determination of Board of Directors to be Final. All such
adjustments pursuant to this Section 10, shall be made by the Board of
Directors, and its determination as to what adjustments shall be made, and the
extent thereof, shall be final, binding and conclusive.

        SECTION 11. Securities Regulations.

           11.1 Compliance. Shares shall not be issued with respect to an option
granted under this Plan unless the exercise of such option and the issuance and
delivery of such shares pursuant thereto shall comply with all relevant
provisions of law, including, without limitation, any applicable state
securities laws, the Securities Act of 1933, as amended, the 1934 Act, the rules
and regulations promulgated thereunder, and the requirements of any stock
exchange upon which the shares may then be listed, and shall further be subject
to the approval of counsel for the Company with respect to such compliance.
Inability of the Company to obtain, after reasonable efforts, from any
regulatory body having jurisdiction, the authority, deemed by the Company's
counsel to be necessary, for the lawful issuance and sale of shares upon
exercise of any option granted hereunder, shall relieve the Company of any
liability in respect of the nonissuance or sale of such shares as to which such
authority shall not have been obtained.

           11.2 Representations by Optionee. As a condition to the exercise of
an option, the Company may require the optionee to represent and warrant at the
time of any such exercise that the shares are being purchased only for
investment and without any present intention to sell or distribute such shares,
if, in the opinion of counsel for the Company, such representation is required
by any relevant provision of the laws referred to in Section 11.1. At the option
of the Company, a stop transfer order against any shares of stock so issued may
be placed on the official stock books and records of the Company, and a legend
indicating that the stock may not be pledged, sold or otherwise transferred
unless an opinion of counsel is provided (concurred in by counsel for the
Company) stating that such transfer is not in violation of any applicable law or
regulation, may be stamped on the stock certificate in order to assure exemption
from registration. The Board of Directors may also require such other action or
agreement by Optionees as may from time to time be necessary to comply with
federal and state securities laws. The Company shall not be obligated to
register options granted hereunder or the stock that may be purchased upon
exercise of such options.

        SECTION 12. Employment or Other Rights. Nothing in this Plan or any
option or right granted pursuant hereto shall confer upon any Optionee any right
to be continued in the employment of the Company, a Parent or Subsidiary or to
remain a director, officer or consultant, or to interfere in any way with the
right of the Company, a Parent or Subsidiary, in its sole discretion, to
terminate such Optionee's employment or other relationship at any time or to
remove the Optionee as a director or officer at any time.

        SECTION 13. Amendment and Termination.

           13.1 Action by Shareholders. The Plan may be terminated, modified or
amended by the shareholders of the Company.



                                       7
<PAGE>   8

           13.2 Action by Board of Directors. The Board of Directors may also
terminate the Plan, or modify or amend the Plan in such respects as it shall
deem advisable in order to conform to any changes in law or regulation
applicable thereto, or in other respects; provided, however, that the Board of
Directors may not, without further approval by the shareholders of the Company:

               (i) Increase the number of shares in the aggregate which may be
sold pursuant to options granted under the Plan;

               (ii) Increase the period during which options may be granted or
exercised; or

               (iii) Change the terms of the Plan in such manner as causes the
Plan to lose its qualification as an incentive stock option plan under Section
422 of the Code.

No termination, modification or amendment of the Plan may, without the consent
of each optionee to whom an option shall theretofore have been granted
hereunder, adversely affect the rights of such Optionee under such option.

        13.3 Automatic Termination. Unless the Plan shall theretofore have been
terminated as herein provided, this Plan shall terminate ten (10) years from the
earlier of: (i) the date on which the Plan is adopted; or (ii) the date on which
this Plan is approved by the shareholders of the Company. No option may be
granted after any such termination of this Plan. The termination, modification
or amendment of this Plan shall not, without the consent of an Optionee, alter
or impair any rights or obligations under any option theretofore granted under
this Plan to any such Optionee..

        SECTION 14. Effective Date of the Plan. This Plan shall become effective
on the date of its adoption by the Board of Directors of the Company and options
may be granted immediately thereafter, but no option may be exercised under the
Plan unless and until the Plan shall have been approved by the Company's
shareholders within 12 months after the date of adoption of the Plan by the
Board of Directors. If such approval is not obtained within such period, the
Plan and any options granted hereunder shall be null and void.


Adopted by the Board of Directors as of the ___ day of ___________________,
1999.





                                       8