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                                                                   Exhibit 10.03


                              TALARIAN CORPORATION

                           1998 EQUITY INCENTIVE PLAN

                        AS ADOPTED ON SEPTEMBER 29, 1998
               AND AMENDED ON JULY 16, 1999 AND NOVEMBER 12, 1999



      1. PURPOSE. The purpose of this Plan is to provide incentives to attract,
retain and motivate eligible persons whose present and potential contributions
are important to the success of the Company, its Parent and Subsidiaries, by
offering them an opportunity to participate in the Company's future performance
through awards of Options and Restricted Stock. Capitalized terms not defined in
the text are defined in Section 22 hereof. This Plan is intended to be a written
compensatory benefit plan within the meaning of Rule 701 promulgated under the
Securities Act.

      2. SHARES SUBJECT TO THE PLAN.

            2.1 Number of Shares Available. Subject to Sections 2.2 and 17
hereof, the total number of Shares reserved and available for grant and issuance
pursuant to this Plan will be 2,800,000 Shares (or such lesser number of Shares
as permitted under Section 260.140.45 of Title 10 of the California Code of
Regulations) plus the Shares described in the following two sentences. Subject
to Sections 2.2 and 17 hereof, Shares will again be available for grant and
issuance in connection with future Awards under this Plan that: (i) are subject
to issuance upon exercise of an Option but cease to be subject to such Option
for any reason other than exercise of such Option; (ii) are issued pursuant to
an Award granted pursuant to this Plan but are repurchased by the Company at the
original issue price; or (iii) are subject to an Award that otherwise terminates
without Shares being issued. In addition, any authorized shares not issued or
subject to outstanding grants under the Talarian Corporation 1991 Stock Option
Plan (the "PRIOR PLAN") on the Effective Date (as defined in Section 18) and any
shares that: (i) are subject to issuance upon exercise of options granted
pursuant to the Prior Plan that expire or become unexercisable for any reason
without having been exercised in full; or (ii) are issued upon exercise of an
option granted pursuant to the Prior Plan but are repurchased by the Company at
the original issue price will no longer be available for grant and issuance
under the Prior Plan, but will be available for grant and issuance under this
Plan; provided, however, that the total number of shares available for grant and
issuance under this Plan shall not exceed 10,000,000 Shares. At all times the
Company will reserve and keep available a sufficient number of Shares as will be
required to satisfy the requirements of all Awards granted and outstanding under
this Plan.

            2.2 Adjustment of Shares. In the event that the number of
outstanding shares of the Company's Common Stock is changed by a stock dividend,
recapitalization, stock split, reverse stock split, subdivision, combination,
reclassification or similar change in the capital structure of the Company
without consideration, then (i) the number of Shares reserved for issuance under
this Plan, (ii) the Exercise Prices of and number of Shares subject to
outstanding Options and (iii) the Purchase Prices of and number of Shares
subject to other outstanding Awards will be proportionately adjusted, subject to
any required action by the Board or the shareholders of the Company and
compliance with applicable securities laws; provided, however, that fractions of
a Share will not be issued but will either be paid in cash at the Fair


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Market Value of such fraction of a Share or will be rounded down to the nearest
whole Share, as determined by the Committee.

      3. ELIGIBILITY. ISOs (as defined in Section 5 hereof) may be granted only
to employees (including officers and directors who are also employees) of the
Company or of a Parent or Subsidiary of the Company. NQSOs (as defined in
Section 5 hereof) and Restricted Stock Awards may be granted to employees,
officers, directors and consultants of the Company or any Parent or Subsidiary
of the Company; provided such consultants render bona fide services not in
connection with the offer and sale of securities in a capital-raising
transaction. A person may be granted more than one Award under this Plan.

      4. ADMINISTRATION.

            4.1 Committee Authority. This Plan will be administered by the
Committee or the Board if no Committee is created by the Board. Subject to the
general purposes, terms and conditions of this Plan, and to the direction of the
Board, the Committee will have full power to implement and carry out this Plan.
Without limitation, the Committee will have the authority to:

            (a)   construe and interpret this Plan, any Award Agreement and any
                  other agreement or document executed pursuant to this Plan;

            (b)   prescribe, amend and rescind rules and regulations relating to
                  this Plan;

            (c)   approve persons to receive Awards;

            (d)   determine the form and terms of Awards;

            (e)   determine the number of Shares or other consideration subject
                  to Awards;

            (f)   determine whether Awards will be granted singly, in
                  combination with, in tandem with, in replacement of, or as
                  alternatives to, other Awards under this Plan or awards under
                  any other incentive or compensation plan of the Company or any
                  Parent or Subsidiary of the Company;

            (g)   grant waivers of any conditions of this Plan or any Award;

            (h)   determine the terms of vesting, exercisability and payment of
                  Awards;

            (i)   correct any defect, supply any omission, or reconcile any
                  inconsistency in this Plan, any Award, any Award Agreement,
                  any Exercise Agreement or any Restricted Stock Purchase
                  Agreement;

            (j)   determine whether an Award has been earned; and

            (k)   make all other determinations necessary or advisable for the
                  administration of this Plan.

            4.2 Committee Discretion. Unless in contravention of any express
terms of this Plan or Award, any determination made by the Committee with
respect to any Award will be made in its sole discretion either (i) at the time
of grant of the Award, or (ii) subject to Section 5.9 hereof, at any later time.
Any such determination will be final and binding on the Company and on all
persons having an interest in any Award under this Plan. The Committee may


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delegate to one or more officers of the Company the authority to grant an Award
under this Plan, provided such officer or officers are members of the Board.

      5. OPTIONS. The Committee may grant Options to eligible persons described
in Section 3 hereof and will determine whether such Options will be Incentive
Stock Options within the meaning of the Code ("ISOS") or Nonqualified Stock
Options ("NQSOS"), the number of Shares subject to the Option, the Exercise
Price of the Option, the period during which the Option may be exercised, and
all other terms and conditions of the Option, subject to the following:

            5.1 Form of Option Grant. Each Option granted under this Plan will
be evidenced by an Award Agreement which will expressly identify the Option as
an ISO or an NQSO ("STOCK OPTION AGREEMENT"), and will be in such form and
contain such provisions (which need not be the same for each Participant) as the
Committee may from time to time approve, and which will comply with and be
subject to the terms and conditions of this Plan.

            5.2 Date of Grant. The date of grant of an Option will be the date
on which the Committee makes the determination to grant such Option, unless a
later date is otherwise specified by the Committee. The Stock Option Agreement
and a copy of this Plan will be delivered to the Participant within a reasonable
time after the granting of the Option.

            5.3 Exercise Period. Options may be exercisable immediately but
subject to repurchase pursuant to Section 11 hereof or may be exercisable within
the times or upon the events determined by the Committee as set forth in the
Stock Option Agreement governing such Option; provided, however, that no Option
will be exercisable after the expiration of ten (10) years from the date the
Option is granted; and provided further that no ISO granted to a person who
directly or by attribution owns more than ten percent (10%) of the total
combined voting power of all classes of stock of the Company or of any Parent or
Subsidiary of the Company ("TEN PERCENT SHAREHOLDER") will be exercisable after
the expiration of five (5) years from the date the ISO is granted. The Committee
also may provide for Options to become exercisable at one time or from time to
time, periodically or otherwise, in such number of Shares or percentage of
Shares as the Committee determines. Subject to earlier termination of the Option
as provided herein, each Participant who is not an officer, director or
consultant of the Company or of a Parent or Subsidiary of the Company shall have
the right to exercise an Option granted hereunder at the rate of no less than
twenty percent (20%) per year over five (5) years from the date such Option is
granted.

            5.4 Exercise Price. The Exercise Price of an Option will be
determined by the Committee when the Option is granted and may not be less than
eighty-five percent (85%) of the Fair Market Value of the Shares on the date of
grant; provided that (i) the Exercise Price of an ISO will not be less than one
hundred percent (100%) of the Fair Market Value of the Shares on the date of
grant and (ii) the Exercise Price of any Option granted to a Ten Percent
Shareholder will not be less than one hundred ten percent (110%) of the Fair
Market Value of the Shares on the date of grant. Payment for the Shares
purchased must be made in accordance with Section 7 hereof.

            5.5 Method of Exercise. Options may be exercised only by delivery to
the Company of a written stock option exercise agreement (the "EXERCISE
AGREEMENT") in a form approved by the Committee (which need not be the same for
each Participant). The Exercise


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Agreement will state (i) the number of Shares being purchased, (ii) the
restrictions imposed on the Shares purchased under such Exercise Agreement, if
any, and (iii) such representations and agreements regarding Participant's
investment intent and access to information and other matters, if any, as may be
required or desirable by the Company to comply with applicable securities laws.
Participant shall execute and deliver to the Company the Exercise Agreement
together with payment in full of the Exercise Price, and any applicable taxes,
for the number of Shares being purchased.

            5.6 Termination. Subject to earlier termination pursuant to Sections
17 and 18 hereof and notwithstanding the exercise periods set forth in the Stock
Option Agreement, exercise of an Option will always be subject to the following:

            (a)   If the Participant is Terminated for any reason other than
                  death, Disability or for Cause, then the Participant may
                  exercise such Participant's Options only to the extent that
                  such Options are exercisable upon the Termination Date.
                  Such Options must be exercised by the Participant, if at
                  all, as to all or some of the Vested Shares calculated as
                  of the Termination Date, within three (3) months after the
                  Termination Date (or within such shorter time period, not
                  less than thirty (30) days, or within such longer time
                  period, not exceeding five (5) years, after the Termination
                  Date as may be determined by the Committee, with any
                  exercise beyond three (3) months after the Termination Date
                  deemed to be an NQSO) but in any event, no later than the
                  expiration date of the Options.

            (b)   If the Participant is Terminated because of Participant's
                  death or Disability (or the Participant dies within three
                  (3) months after a Termination other than for Cause), then
                  Participant's Options may be exercised only to the extent
                  that such Options are exercisable by Participant on the
                  Termination Date.  Such options must be exercised by
                  Participant (or Participant's legal representative or
                  authorized assignee), if at all, as to all or some of the
                  Vested Shares calculated as of the Termination Date, within
                  twelve (12) months after the Termination Date (or within
                  such shorter time period, not less than six (6) months, or
                  within such longer time period, not exceeding five (5)
                  years, after the Termination Date as may be determined by
                  the Committee, with any exercise beyond (i) three (3)
                  months after the Termination Date when the Termination is
                  for any reason other than the Participant's death or
                  disability, within the meaning of Section 22(e)(3) of the
                  Code, or (ii) twelve (12) months after the Termination Date
                  when the Termination is for Participant's disability,
                  within the meaning of Section 22(e)(3) of the Code, deemed
                  to be an NQSO) but in any event no later than the
                  expiration date of the Options.

            (c)   If the Participant is terminated for Cause, then Participant's
                  Options shall expire on such Participant's Termination Date,
                  or at such later time and on such conditions as are determined
                  by the Committee.

            5.7 Limitations on Exercise. The Committee may specify a reasonable
minimum number of Shares that may be purchased on any exercise of an Option,
provided that


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such minimum number will not prevent Participant from exercising the Option for
the full number of Shares for which it is then exercisable.

            5.8 Limitations on ISOs. The aggregate Fair Market Value (determined
as of the date of grant) of Shares with respect to which ISOs are exercisable
for the first time by a Participant during any calendar year (under this Plan or
under any other incentive stock option plan of the Company or any Parent or
Subsidiary of the Company) will not exceed One Hundred Thousand Dollars
($100,000). If the Fair Market Value of Shares on the date of grant with respect
to which ISOs are exercisable for the first time by a Participant during any
calendar year exceeds One Hundred Thousand Dollars ($100,000), then the Options
for the first One Hundred Thousand Dollars ($100,000) worth of Shares to become
exercisable in such calendar year will be ISOs and the Options for the amount in
excess of One Hundred Thousand Dollars ($100,000) that become exercisable in
that calendar year will be NQSOs. In the event that the Code or the regulations
promulgated thereunder are amended after the Effective Date (as defined in
Section 18 hereof) to provide for a different limit on the Fair Market Value of
Shares permitted to be subject to ISOs, then such different limit will be
automatically incorporated herein and will apply to any Options granted after
the effective date of such amendment.

            5.9 Modification, Extension or Renewal. The Committee may modify,
extend or renew outstanding Options and authorize the grant of new Options in
substitution therefor, provided that any such action may not, without the
written consent of a Participant, impair any of such Participant's rights under
any Option previously granted. Any outstanding ISO that is modified, extended,
renewed or otherwise altered will be treated in accordance with Section 424(h)
of the Code. Subject to Section 5.10 hereof, the Committee may reduce the
Exercise Price of outstanding Options without the consent of Participants by a
written notice to them; provided, however, that the Exercise Price may not be
reduced below the minimum Exercise Price that would be permitted under Section
5.4 hereof for Options granted on the date the action is taken to reduce the
Exercise Price.

            5.10 No Disqualification. Notwithstanding any other provision in
this Plan, no term of this Plan relating to ISOs will be interpreted, amended or
altered, nor will any discretion or authority granted under this Plan be
exercised, so as to disqualify this Plan under Section 422 of the Code or,
without the consent of the Participant, to disqualify any Participant's ISO
under Section 422 of the Code.

      6. RESTRICTED STOCK. A Restricted Stock Award is an offer by the Company
to sell to an eligible person Shares that are subject to certain specified
restrictions. The Committee will determine to whom an offer will be made, the
number of Shares the person may purchase, the Purchase Price, the restrictions
to which the Shares will be subject, and all other terms and conditions of the
Restricted Stock Award, subject to the following:

            6.1 Form of Restricted Stock Award. All purchases under a Restricted
Stock Award made pursuant to this Plan will be evidenced by an Award Agreement
("RESTRICTED STOCK PURCHASE AGREEMENT") that will be in such form (which need
not be the same for each Participant) as the Committee will from time to time
approve, and will comply with and be subject to the terms and conditions of this
Plan. The Restricted Stock Award will be accepted by the Participant's execution
and delivery of the Restricted Stock Purchase Agreement and full payment for the
Shares to the Company within thirty (30) days from the date the Restricted Stock
Purchase Agreement is delivered to the person. If such person does not execute
and deliver the


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Restricted Stock Purchase Agreement along with full payment for the Shares to
the Company within such thirty (30) days, then the offer will terminate, unless
otherwise determined by the Committee.

            6.2 Purchase Price. The Purchase Price of Shares sold pursuant to a
Restricted Stock Award will be determined by the Committee and will be at least
eighty-five percent (85%) of the Fair Market Value of the Shares on the date the
Restricted Stock Award is granted or at the time the purchase is consummated,
except in the case of a sale to a Ten Percent Shareholder, in which case the
Purchase Price will be one hundred percent (100%) of the Fair Market Value on
the date the Restricted Stock Award is granted or at the time the purchase is
consummated. Payment of the Purchase Price must be made in accordance with
Section 7 hereof.

            6.3 Restrictions. Restricted Stock Awards may be subject to the
restrictions set forth in Section 11 hereof or such other restrictions not
inconsistent with Section 25102(o) of the California Corporations Code.

      7. PAYMENT FOR SHARE PURCHASES.

            7.1 Payment. Payment for Shares purchased pursuant to this Plan may
be made in cash (by check) or, where expressly approved for the Participant by
the Committee and where permitted by law:

            (a)   by cancellation of indebtedness of the Company owed to the
                  Participant;

            (b)   by surrender of shares that:  (i) either (A) have been
                  owned by Participant for more than six (6) months and have
                  been paid for within the meaning of SEC Rule 144 (and, if
                  such shares were purchased from the Company by use of a
                  promissory note, such note has been fully paid with respect
                  to such shares) or (B) were obtained by Participant in the
                  public market and (ii) are clear of all liens, claims,
                  encumbrances or security interests;

            (c)   by tender of a full recourse promissory note having such
                  terms as may be approved by the Committee and bearing
                  interest at a rate sufficient to avoid imputation of income
                  under Sections 483 and 1274 of the Code; provided, however,
                  that Participants who are not employees or directors of the
                  Company will not be entitled to purchase Shares with a
                  promissory note unless the note is adequately secured by
                  collateral other than the Shares;

            (d)   by waiver of compensation due or accrued to the Participant
                  from the Company for services rendered;

            (e)   with respect only to purchases upon exercise of an Option, and
                  provided that a public market for the Company's stock exists:

                  (i)   through a "same day sale" commitment from the
                        Participant and a broker-dealer that is a member of
                        the National Association of Securities Dealers (an
                        "NASD DEALER") whereby the Participant irrevocably
                        elects to exercise the Option and to sell a portion
                        of the Shares so purchased sufficient to pay the
                        total Exercise Price, and whereby the NASD Dealer
                        irrevocably commits upon receipt of


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                        such Shares to forward the total Exercise Price directly
                        to the Company; or

                  (ii)  through a "margin" commitment from the Participant
                        and an NASD Dealer whereby the Participant
                        irrevocably elects to exercise the Option and to
                        pledge the Shares so purchased to the NASD Dealer in
                        a margin account as security for a loan from the NASD
                        Dealer in the amount of the total Exercise Price, and
                        whereby the NASD Dealer irrevocably commits upon
                        receipt of such Shares to forward the total Exercise
                        Price directly to the Company; or

            (f) by any combination of the foregoing.

            7.2 Loan Guarantees. The Committee may, in its sole discretion,
elect to assist the Participant in paying for Shares purchased under this Plan
by authorizing a guarantee by the Company of a third-party loan to the
Participant.

      8. WITHHOLDING TAXES.

            8.1 Withholding Generally. Whenever Shares are to be issued in
satisfaction of Awards granted under this Plan, the Company may require the
Participant to remit to the Company an amount sufficient to satisfy federal,
state and local withholding tax requirements prior to the delivery of any
certificate or certificates for such Shares. Whenever, under this Plan, payments
in satisfaction of Awards are to be made in cash by the Company, such payment
will be net of an amount sufficient to satisfy federal, state, and local
withholding tax requirements.

            8.2 Stock Withholding. When, under applicable tax laws, a
Participant incurs tax liability in connection with the exercise or vesting of
any Award that is subject to tax withholding and the Participant is obligated to
pay the Company the amount required to be withheld, the Committee may in its
sole discretion allow the Participant to satisfy the minimum withholding tax
obligation by electing to have the Company withhold from the Shares to be issued
that number of Shares having a Fair Market Value equal to the minimum amount
required to be withheld, determined on the date that the amount of tax to be
withheld is to be determined. All elections by a Participant to have Shares
withheld for this purpose will be made in accordance with the requirements
established by the Committee for such elections and be in writing in a form
acceptable to the Committee.

      9. PRIVILEGES OF STOCK OWNERSHIP.

            9.1 Voting and Dividends. No Participant will have any of the rights
of a shareholder with respect to any Shares until the Shares are issued to the
Participant. After Shares are issued to the Participant, the Participant will be
a shareholder and have all the rights of a shareholder with respect to such
Shares, including the right to vote and receive all dividends or other
distributions made or paid with respect to such Shares; provided, that if such
Shares are Restricted Stock, then any new, additional or different securities
the Participant may become entitled to receive with respect to such Shares by
virtue of a stock dividend, stock split or any other change in the corporate or
capital structure of the Company will be subject to the same restrictions as the
Restricted Stock. The Participant will have no right to retain such stock
dividends or stock distributions with respect to Unvested Shares that are
repurchased pursuant to


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Section 11 hereof. The Company will comply with Section 260.140.1 of Title 10 of
the California Code of Regulations with respect to the voting rights of Common
Stock.

            9.2 Financial Statements. The Company will provide financial
statements to each Participant annually during the period such Participant has
Awards outstanding, or as otherwise required under Section 260.140.46 of Title
10 of the California Code of Regulations. Notwithstanding the foregoing, the
Company will not be required to provide such financial statements to
Participants when issuance is limited to key employees whose services in
connection with the Company assure them access to equivalent information.

      10. TRANSFERABILITY. Awards granted under this Plan, and any interest
therein, will not be transferable or assignable by Participant, other than by
will or by the laws of descent and distribution, and may not be made subject to
execution, attachment or similar process. During the lifetime of the Participant
an Award will be exercisable only by the Participant or Participant's legal
representative and any elections with respect to an Award may be made only by
the Participant or Participant's legal representative.

      11. RESTRICTIONS ON SHARES.

            11.1 Right of First Refusal. At the discretion of the Committee, the
Company may reserve to itself and/or its assignee(s) in the Award Agreement a
right of first refusal to purchase all Shares that a Participant (or a
subsequent transferee) may propose to transfer to a third party, unless
otherwise not permitted by Section 25102(o) of the California Corporations Code,
provided that such right of first refusal terminates upon the Company's initial
public offering of Common Stock pursuant to an effective registration statement
filed under the Securities Act.

            11.2 Right of Repurchase. At the discretion of the Committee, the
Company may reserve to itself and/or its assignee(s) in the Award Agreement a
right to repurchase Unvested Shares held by a Participant for cash and/or
cancellation of purchase money indebtedness owed to the Company by the
Participant following such Participant's Termination at any time within the
later of ninety (90) days after the Participant's Termination Date and the date
the Participant purchases Shares under the Plan at the Participant's Exercise
Price or Purchase Price, as the case may be, provided that, unless the
Participant is an officer, director or consultant of the Company or of a Parent
or Subsidiary of the Company, such right of repurchase lapses at the rate of no
less than twenty percent (20%) per year over five (5) years from: (a) the date
of grant of the Option or (b) in the case of Restricted Stock, the date the
Participant purchases the Shares.

      12. CERTIFICATES. All certificates for Shares or other securities
delivered under this Plan will be subject to such stock transfer orders, legends
and other restrictions as the Committee may deem necessary or advisable,
including restrictions under any applicable federal, state or foreign securities
law, or any rules, regulations and other requirements of the SEC or any stock
exchange or automated quotation system upon which the Shares may be listed or
quoted.

      13. ESCROW; PLEDGE OF SHARES. To enforce any restrictions on a
Participant's Shares set forth in Section 11 hereof, the Committee may require
the Participant to deposit all certificates representing Shares, together with
stock powers or other instruments of transfer approved by the Committee,
appropriately endorsed in blank, with the Company or an agent designated by the
Company to hold in escrow until such restrictions have lapsed or


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terminated. The Committee may cause a legend or legends referencing such
restrictions to be placed on the certificates. Any Participant who is permitted
to execute a promissory note as partial or full consideration for the purchase
of Shares under this Plan will be required to pledge and deposit with the
Company all or part of the Shares so purchased as collateral to secure the
payment of Participant's obligation to the Company under the promissory note;
provided, however, that the Committee may require or accept other or additional
forms of collateral to secure the payment of such obligation and, in any event,
the Company will have full recourse against the Participant under the promissory
note notwithstanding any pledge of the Participant's Shares or other collateral.
In connection with any pledge of the Shares, Participant will be required to
execute and deliver a written pledge agreement in such form as the Committee
will from time to time approve.

      14. EXCHANGE AND BUYOUT OF AWARDS. The Committee may, at any time or from
time to time, authorize the Company, with the consent of the respective
Participants, to issue new Awards in exchange for the surrender and cancellation
of any or all outstanding Awards. The Committee may at any time buy from a
Participant an Award previously granted with payment in cash, shares of Common
Stock of the Company (including Restricted Stock) or other consideration, based
on such terms and conditions as the Committee and the Participant may agree.

      15. SECURITIES LAW AND OTHER REGULATORY COMPLIANCE. This Plan is intended
to comply with Section 25102(o) of the California Corporations Code. Any
provision of this Plan which is inconsistent with Section 25102(o) shall,
without further act or amendment by the Company or the Board, be reformed to
comply with the requirements of Section 25102(o). An Award will not be effective
unless such Award is in compliance with all applicable federal and state
securities laws, rules and regulations of any governmental body, and the
requirements of any stock exchange or automated quotation system upon which the
Shares may then be listed or quoted, as they are in effect on the date of grant
of the Award and also on the date of exercise or other issuance. Notwithstanding
any other provision in this Plan, the Company will have no obligation to issue
or deliver certificates for Shares under this Plan prior to (i) obtaining any
approvals from governmental agencies that the Company determines are necessary
or advisable, and/or (ii) compliance with any exemption, completion of any
registration or other qualification of such Shares under any state or federal
law or ruling of any governmental body that the Company determines to be
necessary or advisable. The Company will be under no obligation to register the
Shares with the SEC or to effect compliance with the exemption, registration,
qualification or listing requirements of any state securities laws, stock
exchange or automated quotation system, and the Company will have no liability
for any inability or failure to do so.

      16. NO OBLIGATION TO EMPLOY. Nothing in this Plan or any Award granted
under this Plan will confer or be deemed to confer on any Participant any right
to continue in the employ of, or to continue any other relationship with, the
Company or any Parent or Subsidiary of the Company or limit in any way the right
of the Company or any Parent or Subsidiary of the Company to terminate
Participant's employment or other relationship at any time, with or without
Cause.

      17. CORPORATE TRANSACTIONS.


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            17.1 Assumption or Replacement of Awards by Successor or Acquiring
Corporation. In the event of (i) a merger or consolidation in which the Company
is not the surviving corporation (other than a merger or consolidation with a
wholly owned subsidiary, a reincorporation, or other transaction in which there
is no substantial change in the shareholders of the corporation and the Options
granted under this Plan are assumed by the successor corporation), (ii) a
dissolution or liquidation of the Company, (iii) the sale of substantially all
of the assets of the Company, or (iv) any other transaction which qualifies as a
"corporate transaction" under Section 424(a) of the Revenue Code wherein the
shareholders of the Company give up all of their equity interest in the Company
(except for the acquisition of all or substantially all of the outstanding
shares of the Company), any or all outstanding Options may be assumed by the
successor corporation, which assumption shall be binding on all Optionees. In
the alternative, the successor corporation may substitute an equivalent option
or provide substantially similar consideration to Optionees as was provided to
shareholders (after taking into account the existing provisions of Optionee's
options, such as the exercise price and the vesting schedule). The successor
corporation may also issue, in place of outstanding shares of the Company held
by Optionee as a result of the exercise of an Option that is subject to
repurchase, substantially similar shares or other property subject to similar
repurchase restrictions no less favorable to Optionee. In the event such
successor corporation, if any, refuses to assume or substitute the Options, as
provided above, or if there is no successor corporation, such Options shall
expire in connection with such transaction at such time and on such conditions
as the Board shall determine.

            17.2 Other Treatment of Awards. Subject to any greater rights
granted to Participants under the foregoing provisions of this Section 17, in
the event of the occurrence of any transaction described in Section 17.1 hereof,
any outstanding Awards will be treated as provided in the applicable agreement
or plan of merger, consolidation, dissolution, liquidation or sale of assets.

            17.3 Assumption of Awards by the Company. The Company, from time to
time, also may substitute or assume outstanding awards granted by another
company, whether in connection with an acquisition of such other company or
otherwise, by either (i) granting an Award under this Plan in substitution of
such other company's award or (ii) assuming such award as if it had been granted
under this Plan if the terms of such assumed award could be applied to an Award
granted under this Plan. Such substitution or assumption will be permissible if
the holder of the substituted or assumed award would have been eligible to be
granted an Award under this Plan if the other company had applied the rules of
this Plan to such grant. In the event the Company assumes an award granted by
another company, the terms and conditions of such award will remain unchanged
(except that the exercise price and the number and nature of shares issuable
upon exercise of any such option will be adjusted appropriately pursuant to
Section 424(a) of the Code). In the event the Company elects to grant a new
Option rather than assuming an existing option, such new Option may be granted
with a similarly adjusted Exercise Price.

      18. ADOPTION AND SHAREHOLDER APPROVAL. This Plan will become effective on
the date that it is adopted by the Board (the "EFFECTIVE Date"). This Plan will
be approved by the shareholders of the Company (excluding Shares issued pursuant
to this Plan), consistent with applicable laws, within twelve (12) months before
or after the Effective Date. Upon the Effective Date, the Board may grant Awards
pursuant to this Plan; provided, however,


                                       10
<PAGE>   11
that: (i) no Option may be exercised prior to initial shareholder approval of
this Plan; (ii) no Option granted pursuant to an increase in the number of
Shares approved by the Board shall be exercised prior to the time such increase
has been approved by the shareholders of the Company; (iii) in the event that
initial shareholder approval is not obtained within the time period provided
herein, all Awards granted hereunder shall be canceled, any Shares issued
pursuant to any Award shall be canceled and any purchase of Shares issued
hereunder shall be rescinded; and (iv) Awards granted pursuant to an increase in
the number of Shares approved by the Board which increase is not timely approved
by shareholders shall be canceled, any Shares issued pursuant to any such Awards
shall be canceled, and any purchase of Shares subject to any such Award shall be
rescinded.

      19. TERM OF PLAN/GOVERNING LAW. Unless earlier terminated as provided
herein, this Plan will terminate ten (10) years from the Effective Date or, if
earlier, the date of shareholder approval. This Plan and all agreements
hereunder shall be governed by and construed in accordance with the laws of the
State of California.

      20. AMENDMENT OR TERMINATION OF PLAN. Subject to Section 5.9 hereof, the
Board may at any time terminate or amend this Plan in any respect, including
without limitation amendment of any form of Award Agreement or instrument to be
executed pursuant to this Plan; provided, however, that the Board will not,
without the approval of the shareholders of the Company, amend this Plan in any
manner that requires such shareholder approval pursuant to Section 25102(o) of
the California Corporations Code or the Code or the regulations promulgated
thereunder as such provisions apply to ISO plans.

      21. NONEXCLUSIVITY OF THE PLAN. Neither the adoption of this Plan by the
Board, the submission of this Plan to the shareholders of the Company for
approval, nor any provision of this Plan will be construed as creating any
limitations on the power of the Board to adopt such additional compensation
arrangements as it may deem desirable, including, without limitation, the
granting of stock options and other equity awards otherwise than under this
Plan, and such arrangements may be either generally applicable or applicable
only in specific cases.

      22. DEFINITIONS. As used in this Plan, the following terms will have the
following meanings:

            "AWARD" means any award under this Plan, including any Option or
Restricted Stock Award.

            "AWARD AGREEMENT" means, with respect to each Award, the signed
written agreement between the Company and the Participant setting forth the
terms and conditions of the Award, including the Stock Option Agreement and
Restricted Stock Agreement.

            "BOARD" means the Board of Directors of the Company.

            "CAUSE" means Termination because of (i) any willful, material
violation by the Participant of any law or regulation applicable to the business
of the Company or a Parent or Subsidiary of the Company, the Participant's
conviction for, or guilty plea to, a felony or a crime involving moral
turpitude, or any willful perpetration by the Participant of a common law fraud,
(ii) the Participant's commission of an act of personal dishonesty which
involves personal profit in connection with the Company or any other entity
having a business relationship with the Company, (iii) any material breach by
the Participant of any provision of any agreement or


                                       11
<PAGE>   12
understanding between the Company or any Parent or Subsidiary of the Company and
the Participant regarding the terms of the Participant's service as an employee,
officer, director or consultant to the Company or a Parent or Subsidiary of the
Company, including without limitation, the willful and continued failure or
refusal of the Participant to perform the material duties required of such
Participant as an employee, officer, director or consultant of the Company or a
Parent or Subsidiary of the Company, other than as a result of having a
Disability, or a breach of any applicable invention assignment and
confidentiality agreement or similar agreement between the Company or a Parent
or Subsidiary of the Company and the Participant, (iv) Participant's disregard
of the policies of the Company or any Parent or Subsidiary of the Company so as
to cause loss, damage or injury to the property, reputation or employees of the
Company or a Parent or Subsidiary of the Company, or (v) any other misconduct by
the Participant which is materially injurious to the financial condition or
business reputation of, or is otherwise materially injurious to, the Company or
a Parent or Subsidiary of the Company.

            "CODE" means the Internal Revenue Code of 1986, as amended.

            "COMMITTEE" means the committee created and appointed by the Board
to administer this Plan, or if no committee is created and appointed, the Board.

            "COMPANY" means Talarian Corporation, or any successor
corporation.

            "DISABILITY" means a disability, whether temporary or permanent,
partial or total, as determined by the Committee.

            "EXERCISE PRICE" means the price at which a holder of an Option may
purchase the Shares issuable upon exercise of the Option.

            "FAIR MARKET VALUE" means, as of any date, the value of a share of
the Company's Common Stock determined as follows:

            (a)   if such Common Stock is then quoted on the Nasdaq National
                  Market, its closing price on the Nasdaq National Market on the
                  date of determination as reported in The Wall Street Journal;

            (b)   if such Common Stock is publicly traded and is then listed on
                  a national securities exchange, its closing price on the date
                  of determination on the principal national securities exchange
                  on which the Common Stock is listed or admitted to trading as
                  reported in The Wall Street Journal;

            (c)   if such Common Stock is publicly traded but is not quoted on
                  the Nasdaq National Market nor listed or admitted to trading
                  on a national securities exchange, the average of the closing
                  bid and asked prices on the date of determination as reported
                  by The Wall Street Journal (or, if not so reported, as
                  otherwise reported by any newspaper or other source as the
                  Board may determine); or

            (d)   if none of the foregoing is applicable, by the Committee in
                  good faith.

            "OPTION" means an award of an option to purchase Shares pursuant to
Section 5 hereof.


                                       12
<PAGE>   13
            "PARENT" means any corporation (other than the Company) in an
unbroken chain of corporations ending with the Company if each of such
corporations other than the Company owns stock representing fifty percent (50%)
or more of the total combined voting power of all classes of stock in one of the
other corporations in such chain.

            "PARTICIPANT" means a person who receives an Award under this Plan.

            "PLAN" means this Talarian Corporation 1998 Equity Incentive Plan,
as amended from time to time.

            "PURCHASE PRICE" means the price at which a Participant may purchase
Restricted Stock.

            "RESTRICTED STOCK" means Shares purchased pursuant to a Restricted
Stock Award.

            "RESTRICTED STOCK AWARD" means an award of Shares pursuant to
Section 6 hereof.

            "SEC" means the Securities and Exchange Commission.

            "SECURITIES ACT" means the Securities Act of 1933, as amended.

            "SHARES" means shares of the Company's Common Stock reserved for
issuance under this Plan, as adjusted pursuant to Sections 2 and 17 hereof, and
any successor security.

            "SUBSIDIARY" means any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company if each of the
corporations other than the last corporation in the unbroken chain owns stock
representing fifty percent (50%) or more of the total combined voting power of
all classes of stock in one of the other corporations in such chain.

            "TERMINATION" or "TERMINATED" means, for purposes of this Plan with
respect to a Participant, that the Participant has for any reason ceased to
provide services as an employee, officer, director or consultant to the Company
or a Parent or Subsidiary of the Company. A Participant will not be deemed to
have ceased to provide services in the case of (i) sick leave, (ii) military
leave, or (iii) any other leave of absence approved by the Committee, provided
that such leave is for a period of not more than ninety (90) days (a) unless
reinstatement (or, in the case of an employee with an ISO, reemployment) upon
the expiration of such leave is guaranteed by contract or statute, or (b) unless
provided otherwise pursuant to formal policy adopted from time to time by the
Company's Board and issued and promulgated in writing. In the case of any
Participant on (i) sick leave, (ii) military leave or (iii) an approved leave of
absence, the Committee may make such provisions respecting suspension of vesting
of the Award while on leave from the Company or a Parent or Subsidiary of the
Company as it may deem appropriate, except that in no event may an Option be
exercised after the expiration of the term set forth in the Stock Option
Agreement. The Committee will have sole discretion to determine whether a
Participant has ceased to provide services and the effective date on which the
Participant ceased to provide services (the "TERMINATION DATE").

            "UNVESTED SHARES" means "Unvested Shares" as defined in the Award
Agreement.

            "VESTED SHARES" means "Vested Shares" as defined in the Award
Agreement.


                                       13

<PAGE>   14
                              TALARIAN CORPORATION
                                 ADDENDUM TO THE
                             STOCK OPTION AGREEMENT

**THE FOLLOWING IS AN ADDENDUM TO THE STOCK OPTION AGREEMENT WHICH AMENDS AND
REVISES THE STOCK OPTION AGREEMENTS UNDER THE TALARIAN 1998 EQUITY INCENTIVE
PLAN.**

To:  All participants in the Talarian Corporation 1998 Equity Incentive Plan
     (the "PARTICIPANTS").

     With respect to the Stock Option Agreements under the 1998 Equity Incentive
Plan, the following sections shall be revised as follows:

1.   Section 2.1 of the Stock Option Agreement shall be revised by inserting the
     following sentence at the end of the provision:

          Notwithstanding the foregoing, this Option shall be immediately
          exercisable during the period January 25, 2000 to January 31, 2000;
          provided, however, that any shares obtained upon exercise of this
          Option pursuant to this sentence shall be subject to the repurchase
          provisions of Section 8 hereof, in addition to the other provisions
          hereof.

2.   A new Section 8 to the Stock Option Agreement shall be added as follows:

          8. COMPANY'S REPURCHASE OPTION FOR UNVESTED SHARES. The Company, or
          its assignee, shall have the option to repurchase Participant's
          Unvested Shares (as defined in Section 2.2 of this Agreement) on the
          terms and conditions set forth in the Exercise Agreement (the
          "REPURCHASE OPTION") if Participant is Terminated (as defined in the
          Plan) for any reason, or no reason, including without limitation
          Participant's death, Disability (as defined in the Plan), voluntary
          resignation or termination by the Company. Notwithstanding the
          foregoing, the Company shall retain the Repurchase Option for Unvested
          Shares only as to that number of Unvested Shares (whether or not
          exercised) that exceeds the number of shares which remain unexercised.

3.   The following sentence shall be added to the beginning of Section 9 of the
     Stock Option Agreement:

          Unvested Shares may not be sold or otherwise transferred by
          Participant without the Company's prior written consent.

<PAGE>   15

4.   A new Subsection 10.4 shall be inserted into the Stock Option Agreement as
     follows:

          10.4. Section 83(b) Election for Unvested Shares. With respect to
          Unvested Shares, which are subject to the Repurchase Option, unless an
          election is filed by the Participant with the Internal Revenue Service
          (and, if necessary, the proper state taxing authorities), within 30
          days of the purchase of the Unvested Shares, electing pursuant to
          Section 83(b) of the Code (and similar state tax provisions, if
          applicable) to be taxed currently on any difference between the
          Exercise Price of the Unvested Shares and their Fair Market Value on
          the date of purchase, there may be a recognition of taxable income
          and/or alternative minimum taxable income to the Participant, measured
          by the excess, if any, of the Fair Market Value of the Unvested Shares
          at the time they cease to be Unvested Shares, over the Exercise Price
          of the Unvested Shares.

5.   The first sentence of Section 15 of the Stock Option Agreement shall be
     deleted and replaced by the following:

          The Company may assign any of its rights under this Agreement
          including its rights to purchase Shares under the Repurchase Option
          and the Right of First Refusal.

6.   A Stock Option Exercise Agreement in the form of Exhibit A is to be used
     for early option exercises pursuant to Section 1 of this Addendum.

7.   All other provisions of the Stock Option Grant not inconsistent with this
     Addendum shall remain in full force and effect.

8.   THIS ADDENDUM MAY BE EXECUTED AT THE ELECTION OF THE PARTICIPANT.
     PARTICIPANT IS UNDER NO OBLIGATION TO EXERCISE THIS ADDENDUM OR EXERCISE
     HIS OR HER OPTION. EXERCISE OF THE OPTION IS IRREVOCABLE AND MAY HAVE
     SIGNIFICANT TAX AND FINANCIAL IMPLICATIONS FOR THE PARTICIPANT. PARTICIPANT
     SHOULD CONSULT WITH HIS OR HER OWN TAX/FINANCIAL ADVISOR AND MUST NOT RELY
     ON ANY STATEMENTS FROM THE COMPANY IN MAKING A DECISION WHETHER OR NOT TO
     ENTER INTO THIS ADDENDUM AND/OR EXERCISE HIS OR HER OPTION.


                                       2

<PAGE>   16

     IN WITNESS WHEREOF, the Company has caused this Addendum to be executed by
its duly authorized representative and Participant has executed this Addendum
effective January __, 2000.


TALARIAN CORPORATION                   PARTICIPANT

By:
   ---------------------------         ------------------------------
                                                 (Signature)

------------------------------         -------------------------------
(Please print name)                          (Please print name)

-------------------------------
(Please print title)


                                       3
<PAGE>   17

    [Six month cliff; monthly vesting thereafter; immediately exercisable]

                                                                      NO._______

                              TALARIAN CORPORATION
                           1998 EQUITY INCENTIVE PLAN

                             STOCK OPTION AGREEMENT


        This Stock Option Agreement (the "AGREEMENT") is made and entered into
as of the date of grant set forth below (the "DATE OF GRANT") by and between
Talarian Corporation, a California corporation (the "COMPANY"), and the
participant named below (the "Participant"). Capitalized terms not defined
herein shall have the meaning ascribed to them in the Company's 1998 Equity
Incentive Plan (the "PLAN").

PARTICIPANT:
                                       ------------------------------------
SOCIAL SECURITY NUMBER:
                                       ------------------------------------
ADDRESS:
                                       ------------------------------------
TOTAL OPTION SHARES:
                                       ------------------------------------
EXERCISE PRICE PER SHARE:
                                       ------------------------------------
DATE OF GRANT:
                                       ------------------------------------
FIRST VESTING DATE:
                                       ------------------------------------
EXPIRATION DATE:
                                       ------------------------------------
                                       (unless earlier terminated under Section
                                       5.6 of the Plan)

TYPE OF STOCK OPTION
(CHECK ONE):                           [ ] INCENTIVE STOCK OPTION
                                       [ ] NONQUALIFIED STOCK OPTION

        1. GRANT OF OPTION. The Company hereby grants to Participant an option
(this "OPTION") to purchase the total number of shares of Common Stock of the
Company set forth above as Total Option Shares (the "SHARES") at the Exercise
Price Per Share set forth above (the "EXERCISE PRICE"), subject to all of the
terms and conditions of this Agreement and the Plan. If designated as an
Incentive Stock Option above, the Option is intended to qualify as an "incentive
stock option" (the "ISO") within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended (the "CODE").

        2. EXERCISE PERIOD.

             2.1 Exercise Period of Option. This Option is immediately
exercisable although the Shares issued upon exercise of the Option will be
subject to the restrictions on transfer and Repurchase Options set forth in
Sections 7, 9 and 18 below. Provided Participant continues to provide services
to the Company or any Subsidiary or Parent of the Company, the Option will
become vested as to portions of the Shares as follows: (i) this Option shall not
vest
<PAGE>   18

    [Six month cliff; monthly vesting thereafter; immediately exercisable]

with respect to any of the Shares until ________, 200__ (the "FIRST VESTING
DATE"); (ii) on the First Vesting Date the Option will become vested as to
twelve and one half percent (12.5%) of the Shares; and (iii) thereafter at the
end of each full succeeding month the Option will become vested as to 2.0833%
percent of the Shares until the Shares are vested with respect to one hundred
percent (100%) of the Shares. If application of the vesting percentage causes a
fractional share, such share shall be rounded down to the nearest whole share
for each month except for the last month in such vesting period, at the end of
which last month this Option shall become vested for the full remainder of the
Shares.

             2.2 Vesting of Options. Shares that are vested pursuant to the
schedule set forth in Section 2.1 are "VESTED SHARES." Shares that are not
vested pursuant to the schedule set forth in Section 2.1 are "UNVESTED SHARES."

             2.3 Expiration. The Option shall expire on the Expiration Date set
forth above or earlier as provided in Section 3 below or pursuant to Section 5.6
of the Plan.

        3. TERMINATION.

             3.1 Termination for Any Reason Except Death, Disability or Cause.
If Participant is Terminated for any reason, except death, Disability or for
Cause, the Option, to the extent (and only to the extent) that it would have
been exercisable by Participant on the Termination Date, may be exercised by
Participant no later than three (3) months after the Termination Date, but in
any event no later than the Expiration Date.

             3.2 Termination Because of Death or Disability. If Participant is
Terminated because of death or Disability of Participant (or Participant dies
within three (3) months of Termination when Termination is for any reason other
than Participant's Disability or for Cause), the Option, to the extent that it
is exercisable by Participant on the Termination Date, may be exercised by
Participant (or Participant's legal representative) no later than twelve (12)
months after the Termination Date, but in any event no later than the Expiration
Date. Any exercise beyond (i) three (3) months after the Termination Date when
the Termination is for any reason other than the Participant's death or
disability, within the meaning of Section 22(e)(3) of the Code; or (ii) twelve
(12) months after the Termination Date when the termination is for Participant's
disability, within the meaning of Section 22(e)(3) of the Code, is deemed to be
an NQSO.

             3.3 Termination for Cause. If Participant is Terminated for Cause,
then the Option will expire on Participant's Termination Date, or at such later
time and on such conditions as are determined by the Committee.

             3.4 No Obligation to Employ. Nothing in the Plan or this Agreement
shall confer on Participant any right to continue in the employ of, or other
relationship with, the Company or any Parent or Subsidiary of the Company, or
limit in any way the right of the Company or any Parent or Subsidiary of the
Company to terminate Participant's employment or other relationship at any time,
with or without Cause.



                                      2
<PAGE>   19

    [Six month cliff; monthly vesting thereafter; immediately exercisable]

        4. MANNER OF EXERCISE.

             4.1 Stock Option Exercise Agreement. To exercise this Option,
Participant (or in the case of exercise after Participant's death or incapacity,
Participant's executor, administrator, heir or legatee, as the case may be) must
deliver to the Company an executed stock option exercise agreement in the form
attached hereto as Exhibit A, or in such other form as may be approved by the
Committee from time to time (the "EXERCISE AGREEMENT"), which shall set forth,
inter alia, (i) Participant's election to exercise the Option, (ii) the number
of Shares being purchased, (iii) any restrictions imposed on the Shares and (iv)
any representations, warranties and agreements regarding Participant's
investment intent and access to information as may be required by the Company to
comply with applicable securities laws. If someone other than Participant
exercises the Option, then such person must submit documentation reasonably
acceptable to the Company verifying that such person has the legal right to
exercise the Option.

             4.2 Limitations on Exercise. The Option may not be exercised unless
such exercise is in compliance with all applicable federal and state securities
laws, as they are in effect on the date of exercise. The Option may not be
exercised as to fewer than one hundred (100) Shares unless it is exercised as to
all Shares as to which the Option is then exercisable.

             4.3 Payment. The Exercise Agreement shall be accompanied by full
payment of the Exercise Price for the shares being purchased in cash (by check),
or where permitted by law:

             (a)    by cancellation of indebtedness of the Company to the
                    Participant;

             (b)    by surrender of shares of the Company's Common Stock that
                    (i) either (A) have been owned by Participant for more than
                    six (6) months and have been paid for within the meaning of
                    SEC Rule 144 (and, if such shares were purchased from the
                    Company by use of a promissory note, such note has been
                    fully paid with respect to such shares); or (B) were
                    obtained by Participant in the open public market; and (ii)
                    are clear of all liens, claims, encumbrances or security
                    interests;

             (c)    by waiver of compensation due or accrued to Participant for
                    services rendered;

             (d)    provided that a public market for the Company's stock
                    exists: (i) through a "same day sale" commitment from
                    Participant and a broker-dealer that is a member of the
                    National Association of Securities Dealers (an "NASD
                    DEALER") whereby Participant irrevocably elects to exercise
                    the Option and to sell a portion of the Shares so purchased
                    sufficient to pay for the total Exercise Price and whereby
                    the NASD Dealer irrevocably commits upon receipt of such
                    Shares to forward the total Exercise Price directly to the
                    Company, or (ii) through a "margin" commitment from
                    Participant and an NASD Dealer whereby Participant
                    irrevocably elects to exercise the Option and to pledge the
                    Shares so purchased to the NASD Dealer in a margin account
                    as security for a loan from the NASD Dealer in the amount of
                    the total Exercise Price, and whereby the NASD Dealer



                                       3
<PAGE>   20

    [Six month cliff; monthly vesting thereafter; immediately exercisable]

                    irrevocably commits upon receipt of such Shares to forward
                    the total Exercise Price directly to the Company; or

             (e)    by any combination of the foregoing.

             4.4 Tax Withholding. Prior to the issuance of the Shares upon
exercise of the Option, Participant must pay or provide for any applicable
federal, state and local withholding obligations of the Company. If the
Committee permits, Participant may provide for payment of withholding taxes upon
exercise of the Option by requesting that the Company retain Shares with a Fair
Market Value equal to the minimum amount of taxes required to be withheld. In
such case, the Company shall issue the net number of Shares to the Participant
by deducting the Shares retained from the Shares issuable upon exercise.

             4.5 Issuance of Shares. Provided that the Exercise Agreement and
payment are in form and substance satisfactory to counsel for the Company, the
Company shall issue the Shares registered in the name of Participant,
Participant's authorized assignee, or Participant's legal representative, and
shall deliver certificates representing the Shares with the appropriate legends
affixed thereto.

        5. NOTICE OF DISQUALIFYING DISPOSITION OF ISO SHARES. If the Option is
an ISO, and if Participant sells or otherwise disposes of any of the Shares
acquired pursuant to the ISO on or before the later of (i) the date two (2)
years after the Date of Grant, and (ii) the date one (1) year after transfer of
such Shares to Participant upon exercise of the Option, Participant shall
immediately notify the Company in writing of such disposition. Participant
agrees that Participant may be subject to income tax withholding by the Company
on the compensation income recognized by Participant from the early disposition
by payment in cash or out of the current wages or other compensation payable to
Participant.

        6. COMPLIANCE WITH LAWS AND REGULATIONS. The Plan and this Agreement are
intended to comply with Section 25102(o) of the California Corporations Code and
any regulations relating thereto. Any provision of this Agreement which is
inconsistent with Section 25102(o) or any regulations relating thereto shall,
without further act or amendment by the Company or the Board, be reformed to
comply with the requirements of Section 25102(o) and any regulations relating
thereto. The exercise of the Option and the issuance and transfer of Shares
shall be subject to compliance by the Company and Participant with all
applicable requirements of federal and state securities laws and with all
applicable requirements of any stock exchange on which the Company's Common
Stock may be listed at the time of such issuance or transfer. Participant
understands that the Company is under no obligation to register or qualify the
Shares with the SEC, any state securities commission or any stock exchange to
effect such compliance.

        7. NONTRANSFERABILITY OF OPTION. The Option may not be transferred in
any manner other than by will or by the laws of descent and distribution and may
be exercised during the lifetime of Participant only by Participant or in the
event of Participant's incapacity, by Participant's legal representative. The
terms of the Option shall be binding upon the executors, administrators,
successors and assigns of Participant.



                                       4
<PAGE>   21

    [Six month cliff; monthly vesting thereafter; immediately exercisable]

        9. COMPANY'S RIGHT OF FIRST REFUSAL. Before any Vested Shares held by
Participant or any transferee of such Vested Shares may be sold or otherwise
transferred (including without limitation a transfer by gift or operation of
law), the Company and/or its assignee(s) shall have an assignable right of first
refusal to purchase the Vested Shares to be sold or transferred on the terms and
conditions set forth in the Exercise Agreement (the "RIGHT OF FIRST REFUSAL").
The Company's Right of First Refusal will terminate when the Company's
securities become publicly traded.

        10. TAX CONSEQUENCES. Set forth below is a brief summary as of the
Effective Date of the Plan of some of the federal and California tax
consequences of exercise of the Option and disposition of the Shares. THIS
SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT
TO CHANGE. PARTICIPANT SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THE OPTION
OR DISPOSING OF THE SHARES.

             10.1 Exercise of ISO. If the Option qualifies as an ISO, there will
be no regular federal or California income tax liability upon the exercise of
the Option, although the excess, if any, of the Fair Market Value of the Shares
on the date of exercise over the Exercise Price will be treated as a tax
preference item for federal alternative minimum tax purposes and may subject the
Participant to the alternative minimum tax in the year of exercise.

             10.2 Exercise of Nonqualified Stock Option. If the Option does not
qualify as an ISO, there may be a regular federal and California income tax
liability upon the exercise of the Option. Participant will be treated as having
received compensation income (taxable at ordinary income tax rates) equal to the
excess, if any, of the Fair Market Value of the Shares on the date of exercise
over the Exercise Price. If Participant is a current or former employee of the
Company, the Company may be required to withhold from Participant's compensation
or collect from Participant and pay to the applicable taxing authorities an
amount equal to a percentage of this compensation income at the time of
exercise.

             10.3 Disposition of Shares. The following tax consequences may
apply upon disposition of the Shares.

                  (a) Incentive Stock Options. If the Shares are held for more
than twelve (12) months after the date of the transfer of the Shares pursuant to
the exercise of an ISO and are disposed of more than two (2) years after the
Date of Grant, any gain realized on disposition of the Shares will be treated as
long term capital gain for federal and California income tax purposes. If Shares
purchased under an ISO are disposed of within the applicable one (1) year or two
(2) year period, any gain realized on such disposition will be treated as
compensation income (taxable at ordinary income rates) to the extent of the
excess, if any, of the Fair Market Value of the Shares on the date of exercise
over the Exercise Price.

                  (b) Nonqualified Stock Options. If the Shares are held for
more than twelve (12) months after the date of the transfer of the Shares
pursuant to the exercise of an NQSO, any gain realized on disposition of the
Shares will be treated as long term capital gain.



                                       5
<PAGE>   22

    [Six month cliff; monthly vesting thereafter; immediately exercisable]

                  (c) Withholding. The Company may be required to withhold from
the Participant's compensation or collect from the Participant and pay to the
applicable taxing authorities an amount equal to a percentage of this
compensation income.

             10.4. Section 83(b) Election for Unvested Shares. With respect to
Unvested Shares, which are subject to the Repurchase Option, unless an election
is filed by the Participant with the Internal Revenue Service (and, if
necessary, the proper state taxing authorities), within 30 days of the purchase
of the Unvested Shares, electing pursuant to Section 83(b) of the Code (and
similar state tax provisions, if applicable) to be taxed currently on any
difference between the Exercise Price of the Unvested Shares and their Fair
Market Value on the date of purchase, there may be a recognition of taxable
income (including, where applicable, alternative minimum taxable income) to the
Participant, measured by the excess, if any, of the Fair Market Value of the
Unvested Shares at the time they cease to be Unvested Shares, over the Exercise
Price of the Unvested Shares.

        11. PRIVILEGES OF STOCK OWNERSHIP. Participant shall not have any of the
rights of a shareholder with respect to any Shares until the Shares are issued
to Participant.

        12. INTERPRETATION. Any dispute regarding the interpretation of this
Agreement shall be submitted by Participant or the Company to the Committee for
review. The resolution of such a dispute by the Committee shall be final and
binding on the Company and Participant.

        13. ENTIRE AGREEMENT. The Plan is incorporated herein by reference. This
Agreement and the Plan constitute the entire agreement of the parties and
supersede all prior undertakings and agreements with respect to the subject
matter hereof.

        14. NOTICES. Any notice required to be given or delivered to the Company
under the terms of this Agreement shall be in writing and addressed to the
Corporate Secretary of the Company at its principal corporate offices. Any
notice required to be given or delivered to Participant shall be in writing and
addressed to Participant at the address indicated above or to such other address
as such party may designate in writing from time to time to the Company. All
notices shall be deemed to have been given or delivered upon: (i) personal
delivery; (ii) three (3) days after deposit in the United States mail by
certified or registered mail (return receipt requested); (iii) one (1) business
day after deposit with any return receipt express courier (prepaid); or (iv) one
(1) business day after transmission by facsimile, rapifax or telecopier.

        15. SUCCESSORS AND ASSIGNS. The Company may assign any of its rights
under this Agreement including its rights to purchase Shares under the
Repurchase Option and the Right of First Refusal. This Agreement shall be
binding upon and inure to the benefit of the successors and assigns of the
Company. Subject to the restrictions on transfer set forth herein, this
Agreement shall be binding upon Participant and Participant's heirs, executors,
administrators, legal representatives, successors and assigns.

        16. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of California as such laws are applied to
agreements between California residents entered into and to be performed
entirely within California. If any provision of this Agreement is determined by
a court of law to be illegal or unenforceable, then



                                       6
<PAGE>   23

    [Six month cliff; monthly vesting thereafter; immediately exercisable]

such provision will be enforced to the maximum extent possible and the other
provisions will remain fully effective and enforceable.

             17. ACCEPTANCE. Participant hereby acknowledges receipt of a copy
of the Plan and this Agreement. Participant has read and understands the terms
and provisions thereof, and accepts the Option subject to all the terms and
conditions of the Plan and this Agreement. Participant acknowledges that there
may be adverse tax consequences upon exercise of the Option or disposition of
the Shares and that Participant should consult a tax adviser prior to such
exercise or disposition.

             18. COMPANY'S REPURCHASE OPTION FOR UNVESTED SHARES. The Company,
or its assignee, shall have the option to repurchase Participant's Unvested
Shares (as defined in Section 2.2 of this Agreement) on the terms and conditions
set forth in the Exercise Agreement (the "REPURCHASE OPTION") if Participant is
Terminated (as defined in the Plan) for any reason, or no reason, including
without limitation Participant's death, Disability (as defined in the Plan),
voluntary resignation or termination by the Company. Notwithstanding the
foregoing, the Company shall retain the Repurchase Option for Unvested Shares
only as to that number of Unvested Shares (whether or not exercised) that
exceeds the number of shares which remain unexercised.



                                       7
<PAGE>   24

    [Six month cliff; monthly vesting thereafter; immediately exercisable]

             IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed in triplicate by its duly authorized representative and Participant has
executed this Agreement in triplicate, effective as of the Date of Grant.


TALARIAN CORPORATION                               PARTICIPANT

By:
   --------------------------------        -----------------------------------
                                           (Signature)

-----------------------------------        ------------------------------------
(Please print name)                        (Please print name)

-----------------------------------
(Please print title)



                                       8
<PAGE>   25

    [Six month cliff; monthly vesting thereafter; immediately exercisable]

                                    EXHIBIT A

                     FORM OF STOCK OPTION EXERCISE AGREEMENT
<PAGE>   26

                                    EXHIBIT A

                                                                      NO._______

                              TALARIAN CORPORATION

                           1998 EQUITY INCENTIVE PLAN

                         STOCK OPTION EXERCISE AGREEMENT


        This Stock Option Exercise Agreement (the "EXERCISE AGREEMENT") is made
and entered into as of _________________________, 2000 (the "EFFECTIVE DATE") by
and between Talarian Corporation, a California corporation (the "COMPANY"), and
the purchaser named below (the "PURCHASER"). Capitalized terms not defined
herein shall have the meaning ascribed to them in the Company's 1998 Equity
Incentive Plan (the "PLAN").


PURCHASER:
                                       ------------------------------------
SOCIAL SECURITY NUMBER:
                                       ------------------------------------
ADDRESS:
                                       ------------------------------------

                                       ------------------------------------
TOTAL OPTION SHARES:
                                       ------------------------------------
EXERCISE PRICE PER SHARE:
                                       ------------------------------------
DATE OF GRANT:
                                       ------------------------------------
FIRST VESTING DATE:
                                       ------------------------------------
EXPIRATION DATE:
                                       ------------------------------------
                                       (unless earlier terminated under Section
                                       5.6 of the Plan)

TYPE OF STOCK OPTION
(CHECK ONE):                           [ ] INCENTIVE STOCK OPTION
                                       [ ] NONQUALIFIED STOCK OPTION


        1. EXERCISE OF OPTION.

             1.1 Exercise. Pursuant to exercise of that certain option (the
"OPTION") granted to Purchaser under the Plan and subject to the terms and
conditions of this Exercise Agreement, Purchaser hereby purchases from the
Company, and the Company hereby sells to Purchaser, the Total Number of Shares
set forth above (the "SHARES") of the Company's Common Stock at the Exercise
Price Per Share set forth above (the "EXERCISE PRICE"). As used in this Exercise
Agreement, the term "SHARES" refers to the Shares purchased under this Exercise


<PAGE>   27

Agreement and includes all securities received (i) in replacement of the Shares,
(ii) as a result of stock dividends or stock splits with respect to the Shares,
and (iii) all securities received in replacement of the Shares in a merger,
recapitalization, reorganization or similar corporate transaction.

             1.2 Title to Shares. The exact spelling of the name(s) under which
Purchaser will take title to the Shares is:

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

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

Purchaser desires to take title to the Shares as follows:

                      [ ]  Individual, as separate property

                      [ ]  Husband and wife, as community property

                      [ ]  Joint Tenants

                      [ ]  Alone or with spouse as trustee(s) of the following
                           trust (including date):

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

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

                      [ ]  Other; please specify:
                                                 -------------------------------

             1.3 Payment. Purchaser hereby delivers payment of the Exercise
Price in the manner permitted in the Stock Option Agreement as follows (check
and complete as appropriate):


                      [ ]  in cash (by check) in the amount of $____________,
                           receipt of which is acknowledged by the Company;

                      [ ]  by cancellation of indebtedness of the Company owed
                           to Purchaser in the amount of $_______________;

                      [ ]  by delivery of _________ fully-paid, nonassessable
                           and vested shares of the Common Stock of the Company
                           owned by Purchaser for at least six (6) months prior
                           to the date hereof which have been paid for within
                           the meaning of SEC Rule 144, (if purchased by use of
                           a promissory note, such note has been fully paid with
                           respect to such vested shares), or obtained by
                           Purchaser in the open public market, and owned free
                           and clear of all liens, claims, encumbrances or
                           security interests, valued at the current Fair Market
                           Value of $___________ per share;

                      [ ]  by the waiver hereby of compensation due or accrued
                           for services rendered in the amount of $_________.



                                       2
<PAGE>   28

        2. DELIVERY.

             2.1 Deliveries by Purchaser. Purchaser hereby delivers to the
Company (i) this Exercise Agreement, (ii) two (2) copies of a blank Stock Power
and Assignment Separate from Stock Certificate in the form of Exhibit 1 attached
hereto (the "STOCK POWERS"), both executed by Purchaser (and Purchaser's spouse,
if any), (iii) if Purchaser is married, a Consent of Spouse in the form of
Exhibit 2 attached hereto (the "SPOUSE CONSENT") executed by Purchaser's spouse,
and (iv) the Exercise Price and payment or other provision for any applicable
tax obligations in the form of _______________, [ADD DESCRIPTION OF METHOD OF
PAYMENT (USUALLY A "CHECK")] a copy of which is attached hereto as Exhibit 3.

             2.2 Deliveries by the Company. Upon its receipt of the Exercise
Price, payment or other provision for any applicable tax obligations and all the
documents to be executed and delivered by Purchaser to the Company under Section
2.1, the Company will issue a duly executed stock certificate evidencing the
Shares in the name of Purchaser to be placed in escrow as provided in Section 11
until expiration or termination of the Company's Repurchase Option and Right of
First Refusal described in Sections 8 and 9.

        3. REPRESENTATIONS AND WARRANTIES OF PURCHASER. Purchaser represents and
warrants to the Company that:

             3.1 Agrees to Terms of the Plan. Purchaser has received a copy of
the Plan and the Stock Option Agreement, has read and understands the terms of
the Plan, the Stock Option Agreement and this Exercise Agreement, and agrees to
be bound by their terms and conditions. Purchaser acknowledges that there may be
adverse tax consequences upon exercise of the Option or disposition of the
Shares, and that Purchaser should consult a tax adviser prior to such exercise
or disposition.

             3.2 Purchase for Own Account for Investment. Purchaser is
purchasing the Shares for Purchaser's own account for investment purposes only
and not with a view to, or for sale in connection with, a distribution of the
Shares within the meaning of the Securities Act. Purchaser has no present
intention of selling or otherwise disposing of all or any portion of the Shares
and no one other than Purchaser has any beneficial ownership of any of the
Shares.

             3.3 Access to Information. Purchaser has had access to all
information regarding the Company and its present and prospective business,
assets, liabilities and financial condition that Purchaser reasonably considers
important in making the decision to purchase the Shares, and Purchaser has had
ample opportunity to ask questions of the Company's representatives concerning
such matters and this investment.

             3.4 Understanding of Risks. Purchaser is fully aware of: (i) the
highly speculative nature of the investment in the Shares; (ii) the financial
hazards involved; (iii) the lack of liquidity of the Shares and the restrictions
on transferability of the Shares (e.g., that Purchaser may not be able to sell
or dispose of the Shares or use them as collateral for loans); (iv) the
qualifications and backgrounds of the management of the Company; and (v) the tax
consequences of investment in the Shares. Purchaser is capable of evaluating the
merits and



                                       3
<PAGE>   29

risks of this investment, has the ability to protect Purchaser's own interests
in this transaction and is financially capable of bearing a total loss of this
investment.

             3.5 No General Solicitation. At no time was Purchaser presented
with or solicited by any publicly issued or circulated newspaper, mail, radio,
television or other form of general advertising or solicitation in connection
with the offer, sale and purchase of the Shares.

        4. COMPLIANCE WITH SECURITIES LAWS.

             4.1 Compliance with U.S. Federal Securities Laws. Purchaser
understands and acknowledges that the Shares have not been registered with the
SEC under the Securities Act and that, notwithstanding any other provision of
the Stock Option Agreement to the contrary, the exercise of any rights to
purchase any Shares is expressly conditioned upon compliance with the Securities
Act and all applicable state securities laws. Purchaser agrees to cooperate with
the Company to ensure compliance with such laws. The Shares are being issued
under the Securities Act pursuant to the exemption provided by SEC Rule 701.

             4.2 Compliance with California Securities Laws. THE PLAN, THE STOCK
OPTION AGREEMENT, AND THIS EXERCISE AGREEMENT ARE INTENDED TO COMPLY WITH
SECTION 25102(o) OF THE CALIFORNIA CORPORATIONS CODE AND ANY RULES (INCLUDING
COMMISSIONER RULES, IF APPLICABLE) OR REGULATIONS PROMULGATED THEREUNDER BY THE
CALIFORNIA DEPARTMENT OF CORPORATIONS (the "REGULATIONS"). ANY PROVISION OF THIS
EXERCISE AGREEMENT WHICH IS INCONSISTENT WITH SECTION 25102(o) SHALL, WITHOUT
FURTHER ACT OR AMENDMENT BY THE COMPANY OR THE BOARD, BE REFORMED TO COMPLY WITH
THE REQUIREMENTS OF SECTION 25102(o). THE SALE OF THE SECURITIES THAT ARE THE
SUBJECT OF THIS EXERCISE AGREEMENT, IF NOT YET QUALIFIED WITH THE CALIFORNIA
COMMISSIONER OF CORPORATIONS AND NOT EXEMPT FROM SUCH QUALIFICATION, IS SUBJECT
TO SUCH QUALIFICATION, AND THE ISSUANCE OF SUCH SECURITIES, AND THE RECEIPT OF
ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO SUCH QUALIFICATION IS UNLAWFUL
UNLESS THE SALE IS EXEMPT. THE RIGHTS OF THE PARTIES TO THIS EXERCISE AGREEMENT
ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED OR AN EXEMPTION
BEING AVAILABLE.

        5. RESTRICTED SECURITIES.

             5.1 No Transfer Unless Registered or Exempt. Purchaser understands
that Purchaser may not transfer any Shares unless such Shares are registered
under the Securities Act or qualified under applicable state securities laws or
unless, in the opinion of counsel to the Company, exemptions from such
registration and qualification requirements are available. Purchaser understands
that only the Company may file a registration statement with the SEC and that
the Company is under no obligation to do so with respect to the Shares.
Purchaser has also been advised that exemptions from registration and
qualification may not be available or may not



                                       4
<PAGE>   30

permit Purchaser to transfer all or any of the Shares in the amounts or at the
times proposed by Purchaser.

             5.2 SEC Rule 144. In addition, Purchaser has been advised that SEC
Rule 144 promulgated under the Securities Act, which permits certain limited
sales of unregistered securities, is not presently available with respect to the
Shares and, in any event, requires that the Shares be held for a minimum of one
(1) year, and in certain cases two (2) years, after they have been purchased and
paid for (within the meaning of Rule 144). Purchaser understands that Rule 144
may indefinitely restrict transfer of the Shares so long as Purchaser remains an
"affiliate" of the Company or if "current public information" about the Company
(as defined in Rule 144) is not publicly available.

             5.3 SEC Rule 701. The Shares are issued pursuant to SEC Rule 701
promulgated under the Securities Act and may become freely tradeable by
non-affiliates (under limited conditions regarding the method of sale) ninety
(90) days after the first sale of Common Stock of the Company to the general
public pursuant to a registration statement filed with and declared effective by
the SEC, subject to the lengthier market standoff agreement contained in Section
7 of this Exercise Agreement or any other agreement entered into by Purchaser.
Affiliates must comply with the provisions (in addition to the holding period
requirements) of Rule 144.

        6. RESTRICTIONS ON TRANSFERS.

             6.1 Disposition of Shares. Purchaser hereby agrees that Purchaser
shall make no disposition of the Shares (other than as permitted by this
Exercise Agreement) unless and until:

                  (a) Purchaser shall have notified the Company of the proposed
disposition and provided a written summary of the terms and conditions of the
proposed disposition;

                  (b) Purchaser shall have complied with all requirements of
this Exercise Agreement applicable to the disposition of the Shares;

                  (c) Purchaser shall have provided the Company with written
assurances, in form and substance satisfactory to counsel for the Company, that
(i) the proposed disposition does not require registration of the Shares under
the Securities Act or (ii) all appropriate actions necessary for compliance with
the registration requirements of the Securities Act or of any exemption from
registration available under the Securities Act (including Rule 144) have been
taken; and

                  (d) Purchaser shall have provided the Company with written
assurances, in form and substance satisfactory to the Company, that the proposed
disposition will not result in the contravention of any transfer restrictions
applicable to the Shares pursuant to the provisions of the Regulations referred
to in Section 4.2. hereof.



                                       5
<PAGE>   31

             6.2 Restriction on Transfer. Purchaser shall not transfer, assign,
grant a lien or security interest in, pledge, hypothecate, encumber or otherwise
dispose of any of the Shares which are subject to the Company's Repurchase
Option or Right of First Refusal described below, except as permitted by this
Exercise Agreement.

             6.3 Transferee Obligations. Each person (other than the Company) to
whom the Shares are transferred by means of one of the permitted transfers
specified in this Exercise Agreement must, as a condition precedent to the
validity of such transfer, acknowledge in writing to the Company that such
person is bound by the provisions of this Exercise Agreement and that the
transferred Shares are subject to (i) both the Company's Repurchase Option and
Right of First Refusal granted hereunder and (ii) the market stand-off
provisions of Section 7 hereof, to the same extent such Shares would be so
subject if retained by the Purchaser.

        7. MARKET STANDOFF AGREEMENT. Purchaser agrees in connection with any
registration of the Company's securities that, upon the request of the Company
or the underwriters managing any public offering of the Company's securities,
Purchaser will not sell or otherwise dispose of any Shares without the prior
written consent of the Company or such underwriters, as the case may be, for
such period of time (not to exceed one hundred eighty (180) days) after the
effective date of such registration requested by such managing underwriters and
subject to all restrictions as the Company or the underwriters may specify.
Purchaser also further agrees to enter into any agreement reasonably required by
the underwriters to implement the foregoing.

        8. COMPANY'S REPURCHASE OPTION FOR UNVESTED SHARES. The Company, or its
assignee, shall have the option to repurchase all or a portion of the
Purchaser's Unvested Shares (as defined in Section 2.2 of the Stock Option
Agreement) on the terms and conditions set forth in this Section (the
"REPURCHASE OPTION") if Purchaser is Terminated (as defined in the Plan) for any
reason, or no reason, including without limitation, Purchaser's death,
Disability (as defined in the Plan), voluntary resignation or termination by the
Company with or without Cause. Notwithstanding the foregoing, the Company shall
retain the Repurchase Option for Unvested Shares only as to that number of
Unvested Shares (whether or not exercised) that exceeds the number of shares
which remain unexercised.

             8.1 Termination and Termination Date. In case of any dispute as to
whether Purchaser is Terminated, the Committee shall have discretion to
determine whether Purchaser has been Terminated and the effective date of such
Termination (the "TERMINATION DATE").

             8.2 Exercise of Repurchase Option. At any time within ninety (90)
days after the Purchaser's Termination Date (or, in the case of securities
issued upon exercise of an Option after the Purchaser's Termination Date, within
ninety (90) days after the date of such exercise), the Company, or its assignee,
may elect to repurchase any or all the Purchaser's Unvested Shares by giving
Purchaser written notice of exercise of the Repurchase Option.

             8.3 Calculation of Repurchase Price for Unvested Shares. The
Company or its assignee shall have the option to repurchase from Purchaser (or
from Purchaser's personal representative as the case may be) the Unvested Shares
at the Purchaser's Exercise Price,



                                       6
<PAGE>   32

proportionately adjusted for any stock split or similar change in the capital
structure of the Company as set forth in Section 2.2 of the Plan (the
"REPURCHASE PRICE").

             8.4 Payment of Repurchase Price. The Repurchase Price shall be
payable, at the option of the Company or its assignee, by check or by
cancellation of all or a portion of any outstanding indebtedness owed by
Purchaser to the Company or such assignee, or by any combination thereof. The
Repurchase Price shall be paid without interest within sixty (60) days after
exercise of the Repurchase Option.

             8.5 Right of Termination Unaffected. Nothing in this Exercise
Agreement shall be construed to limit or otherwise affect in any manner
whatsoever the right or power of the Company (or any Parent or Subsidiary of the
Company) to terminate Purchaser's employment or other relationship with Company
(or the Parent or Subsidiary of the Company) at any time, for any reason or no
reason, with or without Cause.

        9. COMPANY'S RIGHT OF FIRST REFUSAL. Before any Vested Shares held by
Purchaser or any transferee of such Vested Shares (either being sometimes
referred to herein as the "HOLDER") may be sold or otherwise transferred
(including without limitation a transfer by gift or operation of law), the
Company and/or its assignee(s) shall have an assignable right of first refusal
to purchase the Vested Shares to be sold or transferred (the "OFFERED Shares")
on the terms and conditions set forth in this Section (the "RIGHT OF FIRST
REFUSAL").

             9.1 Notice of Proposed Transfer. The Holder of the Offered Shares
shall deliver to the Company a written notice (the "NOTICE") stating: (i) the
Holder's bona fide intention to sell or otherwise transfer the Offered Shares;
(ii) the name of each proposed bona fide purchaser or other transferee (the
"PROPOSED TRANSFEREE"); (iii) the number of Offered Shares to be transferred to
each Proposed Transferee; (iv) the bona fide cash price or other consideration
for which the Holder proposes to transfer the Offered Shares (the "OFFERED
PRICE"); and (v) that the Holder acknowledges this Notice is an offer to sell
the Offered Shares to the Company and/or its assignee(s) pursuant to the
Company's Right of First Refusal at the Offered Price as provided for in this
Exercise Agreement.

             9.2 Exercise of Right of First Refusal. At any time within thirty
(30) days after the date of the Notice, the Company and/or its assignee(s) may,
by giving written notice to the Holder, elect to purchase all (or, with the
consent of the Holder, less than all) the Offered Shares proposed to be
transferred to any one or more of the Proposed Transferees named in the Notice,
at the purchase price, determined as specified below.

             9.3 Purchase Price. The purchase price for the Offered Shares
purchased under this Section will be the Offered Price. If the Offered Price
includes consideration other than cash, then the cash equivalent value of the
non-cash consideration shall conclusively be deemed to be the value of such
non-cash consideration as determined in good faith by the Board. If the transfer
is a gift, the Offered Price is the Fair Market Value on the proposed transfer
date, as conclusively determined in good faith by the Board.



                                       7
<PAGE>   33

             9.4 Payment. Payment of the Offered Price will be payable, at the
option of the Company and/or its assignee(s) (as applicable), by check or by
cancellation of all or a portion of any outstanding indebtedness owed by the
Holder to the Company (or to such assignee, in the case of a purchase of Offered
Shares by such assignee) or by any combination thereof. The Offered Price will
be paid without interest within sixty (60) days after the Company's receipt of
the Notice, or, at the option of the Company and/or its assignee(s), in the
manner and at the time(s) set forth in the Notice.

             9.5 Holder's Right to Transfer. If all of the Offered Shares
proposed in the Notice to be transferred to a given Proposed Transferee are not
purchased by the Company and/or its assignee(s) as provided in this Section,
then the Holder may sell or otherwise transfer such Offered Shares to that
Proposed Transferee at the Offered Price or at a higher price, provided (i) that
such sale or other transfer is consummated within one hundred twenty (120) days
after the date of the Notice, (ii) any such sale or other transfer is effected
in compliance with all applicable securities laws, and (iii) the Proposed
Transferee agrees in writing that the provisions of this Section will continue
to apply to the Offered Shares in the hands of such Proposed Transferee. If the
Offered Shares described in the Notice are not transferred to the Proposed
Transferee within such one hundred twenty (120) day period, then a new Notice
must be given to the Company pursuant to which the Company will again be offered
the Right of First Refusal before any Shares held by the Holder may be sold or
otherwise transferred.

             9.6 Exempt Transfers. Notwithstanding anything to the contrary in
this Section, the following transfers of Vested Shares will be exempt from the
Right of First Refusal: (i) the transfer of any or all of the Vested Shares
during Purchaser's lifetime by gift or on Purchaser's death by will or intestacy
to Purchaser's "Immediate Family" (as defined below) or to a trust for the
benefit of Purchaser or Purchaser's Immediate Family, provided that each
transferee or other recipient agrees in a writing satisfactory to the Company
that the provisions of this Section will continue to apply to the transferred
Vested Shares in the hands of such transferee or other recipient; (ii) any
transfer of Vested Shares made pursuant to a statutory merger or statutory
consolidation of the Company with or into another corporation or corporations
(except that the Right of First Refusal will continue to apply thereafter to
such Vested Shares, in which case the surviving corporation of such merger or
consolidation shall succeed to the rights of the Company under this Section
unless the agreement of merger or consolidation expressly otherwise provides);
or (iii) any transfer of Vested Shares pursuant to the winding up and
dissolution of the Company. As used herein, the term "IMMEDIATE FAMILY" will
mean Purchaser's spouse, the lineal descendant or antecedent, father, mother,
brother or sister, child, adopted child, grandchild or adopted grandchild of the
Purchaser or the Purchaser's spouse, or the spouse of any child, adopted child,
grandchild or adopted grandchild of Purchaser or the Purchaser's spouse.

             9.7 Termination of Right of First Refusal. The Company's Right of
First Refusal will terminate when the Company's securities become publicly
traded.

        10. RIGHTS AS A SHAREHOLDER. Subject to the terms and conditions of this
Exercise Agreement, Purchaser will have all of the rights of a shareholder of
the Company with respect to



                                       8
<PAGE>   34

the Shares from and after the date that Shares are issued to Purchaser until
such time as Purchaser disposes of the Shares or the Company and/or its
assignee(s) exercise(s) the Repurchase Option or Right of First Refusal. Upon an
exercise of the Repurchase Option or Right of First Refusal, Purchaser will have
no further rights as a holder of the Shares so purchased upon such exercise,
other than the right to receive payment for the Shares so purchased in
accordance with the provisions of this Exercise Agreement, and Purchaser will
promptly surrender the stock certificate(s) evidencing the Shares so purchased
to the Company for transfer or cancellation.

        11. ESCROW. As security for Purchaser's faithful performance of this
Exercise Agreement, Purchaser agrees, immediately upon receipt of the stock
certificate(s) evidencing the Shares, to deliver such certificate(s), together
with the Stock Powers executed by Purchaser and by Purchaser's spouse, if any
(with the date and number of Shares left blank), to the Secretary of the Company
or other designee of the Company (the "ESCROW HOLDER"), who is hereby appointed
to hold such certificate(s) and Stock Powers in escrow and to take all such
actions and to effectuate all such transfers and/or releases of such Shares as
are in accordance with the terms of this Exercise Agreement. Purchaser and the
Company agree that Escrow Holder will not be liable to any party to this
Exercise Agreement (or to any other party) for any actions or omissions unless
Escrow Holder is grossly negligent or intentionally fraudulent in carrying out
the duties of Escrow Holder under this Exercise Agreement. Escrow Holder may
rely upon any letter, notice or other document executed with any signature
purported to be genuine and may rely on the advice of counsel and obey any order
of any court with respect to the transactions contemplated by this Exercise
Agreement. The Shares will be released from escrow upon termination of both the
Repurchase Option and the Right of First Refusal.

        12. RESTRICTIVE LEGENDS AND STOP-TRANSFER ORDERS.

             12.1 Legends. Purchaser understands and agrees that the Company
will place the legends set forth below or similar legends on any stock
certificate(s) evidencing the Shares, together with any other legends that may
be required by state or U.S. Federal securities laws, the Company's Articles of
Incorporation or Bylaws, any other agreement between Purchaser and the Company
or any agreement between Purchaser and any third party:

                        THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN
                        REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
                        (THE "SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF
                        CERTAIN STATES. THESE SECURITIES ARE SUBJECT TO
                        RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT
                        BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE
                        SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS,
                        PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.
                        INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO
                        BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN
                        INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE



                                       9
<PAGE>   35

                        SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND
                        SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT
                        ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH
                        THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES
                        LAWS.

                        THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT
                        TO CERTAIN RESTRICTIONS ON PUBLIC RESALE AND TRANSFER,
                        INCLUDING THE RIGHT OF FIRST REFUSAL OPTION HELD BY THE
                        ISSUER AND/OR ITS ASSIGNEE(S) AS SET FORTH IN A STOCK
                        OPTION EXERCISE AGREEMENT BETWEEN THE ISSUER AND THE
                        ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE
                        OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH
                        PUBLIC SALE AND TRANSFER RESTRICTIONS INCLUDING THE
                        RIGHT OF FIRST REFUSAL ARE BINDING ON TRANSFEREES OF
                        THESE SHARES.

             12.2 Stop-Transfer Instructions. Purchaser agrees that, to ensure
compliance with the restrictions imposed by this Exercise Agreement, the Company
may issue appropriate "stop-transfer" instructions to its transfer agent, if
any, and if the Company transfers its own securities, it may make appropriate
notations to the same effect in its own records.

             12.3 Refusal to Transfer. The Company will not be required (i) to
transfer on its books any Shares that have been sold or otherwise transferred in
violation of any of the provisions of this Exercise Agreement or (ii) to treat
as owner of such Shares, or to accord the right to vote or pay dividends to any
purchaser or other transferee to whom such Shares have been so transferred.

        13. TAX CONSEQUENCES. PURCHASER UNDERSTANDS THAT PURCHASER MAY SUFFER
ADVERSE TAX CONSEQUENCES AS A RESULT OF PURCHASER'S PURCHASE OR DISPOSITION OF
THE SHARES. PURCHASER REPRESENTS: (i) THAT PURCHASER HAS CONSULTED WITH ANY TAX
ADVISER THAT PURCHASER DEEMS ADVISABLE IN CONNECTION WITH THE PURCHASE OR
DISPOSITION OF THE SHARES AND (ii) THAT PURCHASER IS NOT RELYING ON THE COMPANY
FOR ANY TAX ADVICE. IN PARTICULAR, IF UNVESTED SHARES ARE SUBJECT TO REPURCHASE
BY THE COMPANY, PURCHASER REPRESENTS THAT PURCHASER HAS CONSULTED WITH
PURCHASER'S OWN TAX ADVISER CONCERNING THE ADVISABILITY OF FILING AN 83(b)
ELECTION WITH THE INTERNAL REVENUE SERVICE WHICH MUST BE FILED WITHIN THIRTY
(30) DAYS OF THE PURCHASE OF SHARES TO BE EFFECTIVE. Set forth below is a brief
summary as of the date the Plan was adopted by the Board of some of the U.S.
Federal and California tax consequences of exercise of the Option and
disposition of the Shares. THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX
LAWS AND



                                       10
<PAGE>   36

REGULATIONS ARE SUBJECT TO CHANGE. PURCHASER SHOULD CONSULT HIS OR HER OWN TAX
ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.

             13.1 Exercise of Incentive Stock Option. If the Option qualifies as
an ISO, there will be no regular U.S. Federal income tax liability or California
income tax liability upon the exercise of the Option, although the excess, if
any, of the Fair Market Value of the Shares on the date of exercise over the
Exercise Price will be treated as a tax preference item for U.S. Federal
alternative minimum tax purposes and may subject Purchaser to the alternative
minimum tax in the year of exercise.

             13.2 Exercise of Nonqualified Stock Option. If the Option does not
qualify as an ISO, there may be a regular U.S. Federal income tax liability and
a California income tax liability upon the exercise of the Option. Purchaser
will be treated as having received compensation income (taxable at ordinary
income tax rates) equal to the excess, if any, of the Fair Market Value of the
Shares on the date of exercise over the Exercise Price. If Purchaser is or was
an employee of the Company, the Company may be required to withhold from
Purchaser's compensation or collect from Purchaser and pay to the applicable
taxing authorities an amount equal to a percentage of this compensation income
at the time of exercise.

             13.3 Disposition of Shares. The following tax consequences may
apply upon disposition of the Shares.

                  (a) Incentive Stock Options. If the Shares are held for more
than twelve (12) months after the date of the transfer of the Shares pursuant to
the exercise of an ISO and are disposed of more than two (2) years after the
Date of Grant, any gain realized on disposition of the Shares will be treated as
long term capital gain for federal and California income tax purposes. If Shares
purchased under an ISO are disposed of within the applicable one (1) year or two
(2) year period, any gain realized on such disposition will be treated as
compensation income (taxable at ordinary income rates) to the extent of the
excess, if any, of the Fair Market Value of the Shares on the date of exercise
over the Exercise Price.

                  (b) Nonqualified Stock Options. If the Shares are held for
more than twelve (12) months after the date of the transfer of the Shares
pursuant to the exercise of an NQSO, any gain realized on disposition of the
Shares will be treated as long term capital gain.

                  (c) Withholding. The Company may be required to withhold from
the Purchaser's compensation or collect from the Purchaser and pay to the
applicable taxing authorities an amount equal to a percentage of this
compensation income.

             13.4 Section 83(b) Election for Unvested Shares. With respect to
Unvested Shares, which are subject to the Repurchase Option, unless an election
is filed by the Purchaser with the Internal Revenue Service (and, if necessary,
the proper state taxing authorities), WITHIN 30 DAYS OF THE PURCHASE of the
Unvested Shares, electing pursuant to Section 83(b) of the Code (and similar
state tax provisions, if applicable) to be taxed currently on any difference
between



                                       11
<PAGE>   37

the Exercise Price of the Unvested Shares and their Fair Market Value on the
date of purchase, there may be a recognition of taxable income (and/or, where
applicable, alternative minimum taxable income) to the Purchaser, measured by
the excess, if any, of the Fair Market Value of the Unvested Shares at the time
they cease to be Unvested Shares, over the Exercise Price of the Unvested
Shares. A form of Election under Section 83(b) is attached hereto as Exhibit 4
for reference.

        14. COMPLIANCE WITH LAWS AND REGULATIONS. The issuance and transfer of
the Shares will be subject to and conditioned upon compliance by the Company and
Purchaser with all applicable state and U.S. Federal laws and regulations and
with all applicable requirements of any stock exchange or automated quotation
system on which the Company's Common Stock may be listed or quoted at the time
of such issuance or transfer.

        15. SUCCESSORS AND ASSIGNS. The Company may assign any of its rights
under this Exercise Agreement, including its rights to purchase Shares under the
Repurchase Option or Right of First Refusal. This Exercise Agreement shall be
binding upon and inure to the benefit of the successors and assigns of the
Company. Subject to the restrictions on transfer herein set forth, this Exercise
Agreement will be binding upon Purchaser and Purchaser's heirs, executors,
administrators, legal representatives, successors and assigns.

        16. GOVERNING LAW; SEVERABILITY. This Exercise Agreement shall be
governed by and construed in accordance with the internal laws of the State of
California as such laws are applied to agreements between California residents
entered into and to be performed entirely within California. If any provision of
this Exercise Agreement is determined by a court of law to be illegal or
unenforceable, then such provision will be enforced to the maximum extent
possible and the other provisions will remain fully effective and enforceable.

        17. NOTICES. Any notice required to be given or delivered to the Company
shall be in writing and addressed to the Corporate Secretary of the Company at
its principal corporate offices. Any notice required to be given or delivered to
Purchaser shall be in writing and addressed to Purchaser at the address
indicated above or to such other address as Purchaser may designate in writing
from time to time to the Company. All notices shall be deemed effectively given
upon personal delivery, (i) three (3) days after deposit in the United States
mail by certified or registered mail (return receipt requested), (ii) one (1)
business day after its deposit with any return receipt express courier
(prepaid), or (iii) one (1) business day after transmission by rapifax or
telecopier.

        18. FURTHER INSTRUMENTS. The parties agree to execute such further
instruments and to take such further action as may be reasonably necessary to
carry out the purposes and intent of this Exercise Agreement.

        19. HEADINGS. The captions and headings of this Exercise Agreement are
included for ease of reference only and will be disregarded in interpreting or
construing this Exercise Agreement. All references herein to Sections will refer
to Sections of this Exercise Agreement.



                                       12
<PAGE>   38

        20. ENTIRE AGREEMENT. The Plan, the Stock Option Agreement and this
Exercise Agreement, together with all Exhibits thereto, constitute the entire
agreement and understanding of the parties with respect to the subject matter of
this Exercise Agreement, and supersede all prior understandings and agreements,
whether oral or written, between the parties hereto with respect to the specific
subject matter hereof.

        IN WITNESS WHEREOF, the Company has caused this Exercise Agreement to be
executed in triplicate by its duly authorized representative and Purchaser has
executed this Exercise Agreement in triplicate as of the Effective Date,
indicated above.

TALARIAN CORPORATION                     PURCHASER


By:                                      (Signature)
-----------------------------------      ------------------------------------


-----------------------------------      ------------------------------------
(Please print name)                      (Please print name)

-----------------------------------
(Please print title)





    [SIGNATURE PAGE TO TALARIAN CORPORATION STOCK OPTION EXERCISE AGREEMENT]



                                       13
<PAGE>   39

                                LIST OF EXHIBITS



Exhibit 1:     Stock Power and Assignment Separate from Stock Certificate

Exhibit 2:     Spouse Consent

Exhibit 3:     Copy of Purchaser's Check

Exhibit 4:     83(b) Election


<PAGE>   40

                                    EXHIBIT 1

                           STOCK POWER AND ASSIGNMENT
                         SEPARATE FROM STOCK CERTIFICATE


<PAGE>   41

                           STOCK POWER AND ASSIGNMENT
                         SEPARATE FROM STOCK CERTIFICATE



        FOR VALUE RECEIVED and pursuant to that certain Stock Option Exercise
Agreement No. ________ dated as of _______________, ____, (the "AGREEMENT"), the
undersigned hereby sells, assigns and transfers unto
_______________________________, __________ shares of the Common Stock of
Talarian Corporation, a California corporation (the "COMPANY"), standing in the
undersigned's name on the books of the Company represented by Certificate No(s).
______ delivered herewith, and does hereby irrevocably constitute and appoint
the Secretary of the Company as the undersigned's attorney-in-fact, with full
power of substitution, to transfer said stock on the books of the Company. THIS
ASSIGNMENT MAY ONLY BE USED AS AUTHORIZED BY THE AGREEMENT AND ANY EXHIBITS
THERETO.


Dated:  _______________, 2000


                                       PURCHASER

                                       ------------------------------------
                                       (Signature)

                                       ------------------------------------
                                       (Please Print Name)

                                       ------------------------------------
                                       (Spouse's Signature, if any)

                                       ------------------------------------
                                       (Please Print Spouse's Name)





INSTRUCTIONS TO PURCHASER: Please do not fill in any blanks other than the
signature line. The purpose of this Stock Power and Assignment is to enable the
Company to acquire the SHARES pursuant to its "Right of First Refusal" or
"Repurchase Option" set forth in the Exercise Agreement without requiring
additional signatures on the part of the Purchaser or Purchaser's Spouse.


<PAGE>   42

                                    EXHIBIT 2

                                 SPOUSE CONSENT


<PAGE>   43

                                 SPOUSE CONSENT



        The undersigned spouse of ______________________________ (the
"PURCHASER") has read, understands, and hereby approves the Stock Option
Exercise Agreement between Purchaser and the Company (the "AGREEMENT"). In
consideration of the Company's granting my spouse the right to purchase the
Shares as set forth in the Agreement, the undersigned hereby agrees to be
irrevocably bound by the Agreement and further agrees that any community
property interest I may have in the Shares shall similarly be bound by the
Agreement. The undersigned hereby appoints Purchaser as my attorney-in-fact with
respect to any amendment or exercise of any rights under the Agreement.



Date:
      -----------------------
                                       ------------------------------------
                                       Print Name of Purchaser's Spouse

                                       ------------------------------------
                                       Signature of Purchaser's Spouse

                            Address:
                                       ------------------------------------

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

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


<PAGE>   44

                                    EXHIBIT 3

                            COPY OF PURCHASER'S CHECK


<PAGE>   45
                                                            Talarian Corporation
                                                 Stock Option Exercise Agreement


                                    EXHIBIT 4

                       ELECTION UNDER SECTION 83(b) OF THE
                              INTERNAL REVENUE CODE

The undersigned Taxpayer hereby elects, pursuant to Section 83(b) of the
Internal Revenue Code of 1986 as amended, to include the excess, if any, of the
fair market value of the property described below at the time of transfer over
the amount paid for such property, as compensation for services in the
calculation of: (1) regular gross income; (2) alternative minimum taxable income
or (3) disqualifying disposition gross income, as the case may be.

1.      TAXPAYER'S NAME:
                         -------------------------------
        TAXPAYER'S ADDRESS:
                            ----------------------------
        SOCIAL SECURITY NUMBER:
                                ------------------------

2.      The property with respect to which the election is made is described as
        follows: _______ shares of Common Stock of Talarian Corporation, a
        California corporation (the "Company"), which were transferred upon
        exercise of an option by Company, which is Taxpayer's employer or the
        corporation for whom the Taxpayer performs services.

3.      The date on which the shares were transferred was _____________, and
        this election is made for calendar year 200_.

4.      The shares received upon exercise of the option are subject to the
        following restrictions: The company may repurchase all or a portion of
        the shares at the Taxpayer's original purchase price under certain
        conditions at the time of Taxpayer's termination of employment or
        services.

5.      The fair market value of the shares (without regard to restrictions
        other than restrictions which by their terms will never lapse) was
        $______ per share at the time of transfer.

6.      The amount paid for such shares was $______ per share.

7.      The Taxpayer has submitted a copy of this statement to the Company.

THIS ELECTION MUST BE FILED WITH THE INTERNAL REVENUE SERVICE ("IRS"), AT THE
OFFICE WHERE THE TAXPAYER FILES ANNUAL INCOME TAX RETURNS WITHIN 30 DAYS AFTER
THE DATE OF TRANSFER OF THE PROPERTY, AND MUST ALSO BE FILED WITH THE TAXPAYER'S
INCOME TAX RETURNS FOR THE CALENDAR YEAR. THE ELECTION CANNOT BE REVOKED WITHOUT
THE CONSENT OF THE IRS.

Dated: ___________________, 200_                   _____________________________
                                                          Taxpayer's Signature