EXTREME PACKET DEVICES INC.

                             1999 STOCK OPTION PLAN

                                PLAN DESCRIPTION
                                ----------------

1.       Purpose of the Plan

         The purpose of the 1999 Stock  Option  Plan is to develop the  interest
and incentive of eligible employees, directors and consultants of Extreme Packet
Devices Inc. and its  subsidiaries  (the "Company") in the Company's  growth and
development  by  giving  eligible   employees,   directors  and  consultants  an
opportunity  to purchase  common shares in the capital stock of the Company on a
favourable basis, thereby advancing the interests of the Company,  enhancing the
value  of the  Common  Shares  for  the  benefit  of all  the  shareholders  and
increasing  the  ability  of the  Company  to attract  and  retain  skilled  and
motivated individuals in the service of the Company.

         The Board of Directors has approved the terms of this Plan.

2.       Definitions

         In this Plan:

         (a)   "Associate"  has  the  meaning  assigned  by the  Securities  Act
               (Ontario), as amended from time to time;

         (b)   "Board of Directors" means the board of directors of the Company;

         (c)   "Committee"   means  the   appropriate   compensation   committee
               appointed by the Board of Directors to administer  the Plan.  All
               references  in the  Plan to the  Committee  means  the  Board  of
               Directors if no Committee has been appointed;

         (d)   "Common  Shares" means all of the issued and  outstanding  common
               shares  of  the  Company  or,  in  the  event  of  an  adjustment
               contemplated  in Section 9 hereof,  such other  Common  Shares to
               which a  Participant  may be  entitled  upon the  exercise  of an
               Option as a result of such adjustment;

         (e)   "Consultant"  means a service provider engaged to provide ongoing
               bona  fide   consulting   services  for  the  Company,   spend  a
               significant amount of their time and attention on the affairs and
               business of the Company and have a relationship  with the Company
               that will  permit  them to be  knowledgeable  in  respect  of the
               business affairs of the Company;

         (f)   "Date of Grant" means the date a Participant is granted an Option
               to purchase Option Shares;

         (g)   "Director"  means a person  occupying the position of director on
               the Board of Directors;

         (h)   "Employee" means an employee of the Company or its subsidiaries;

         (i)   "Exchange"  means The  Toronto Stock  Exchange  or, if the Common
               Shares are not then  listed and posted for trading on The Toronto
               Stock  Exchange,  on such stock exchange on which such shares are
               listed  and  posted  for  trading  as  may  be  selected  by  the
               Committee;
<PAGE>

         (j)   "Exercise  Date" means  the date the  Company  receives  from the
               Participant a completed  Stock Option  Purchase Form with payment
               for the Option Shares being purchased;

         (k)   "Insider" means:

               (i)    an insider of the Company as defined by the Securities Act
                      (Ontario)  as  amended  from  time to time,  other  than a
                      person who falls within such  definition  solely by virtue
                      of being a director or senior  officer of a subsidiary  of
                      the Company; and

               (ii)   an  Associate of any person who is an insider by virtue of
                      clause (i) of this definition;

         (l)    "Fair Market  Value" at any date in respect of the Common Shares
                shall be as  determined  by the Board of Directors  from time to
                time based on the last price per share  established  in an arm's
                length  equity  transaction  or the  Option  Price  of the  last
                Options  granted  pursuant  to the Plan,  whichever  is the more
                recent,  unless the Common  Shares  become listed and posted for
                trading on the  Exchange,  in which case the Fair  Market  Value
                shall be equal to the closing  price of the Common Shares on the
                Exchange on the trading day  immediately  preceding  the Date of
                Grant.

         (m)   "Option"  means an option to  purchase  Common  Shares  from the
                treasury of the Company granted to a Participant.

         (n)    "Option  Price" means the price per share at which a Participant
                may purchase Option Shares;

         (o)    "Option  Shares"  means the Common Shares of the Company which a
                Participant is entitled to purchase under the Plan;

         (p)    "Outstanding  Issue" means the number of Common  Shares that are
                outstanding  immediately prior to any issuance of Option Shares,
                excluding  Option Shares issued  pursuant to the Plan during the
                preceding one year period;

         (q)    "Participants"  means  Directors,  Employees and  Consultants to
                whom Option  Shares are  granted  pursuant to the Plan and which
                remain outstanding and unexercised;

         (r)    "Plan" means the Extreme  Packet  Devices Inc. 1999 Stock Option
                Plan;

         (s)    "Stock Option  Agreement" means the stock option agreement to be
                entered into between the Company and a  Participant  of the Plan
                upon the  grant of an  Option  to a  Participant,  and any other
                agreements  entered into  between the Company and a  Participant
                relating  to the  terms  and  conditions  of  the  Participant's
                Options;

         (t)    "Stock  Option  Purchase  Form" means the stock option  purchase
                form to be executed  by a  Participant  upon the  exercise of an
                Option; and

         (u)    "Vesting  Period" means the  period(s)  referred to in Section 6
                hereof that the Participant may purchase the Option Shares.


3.       Eligibility

         Participation  in the Plan  shall be limited  to  Participants  who are
designated from time to time by the Committee.  Participation shall be voluntary
and the extent to which any Participant  shall be entitled to participate in the
Plan shall be determined by the Committee.

<PAGE>


4.       Number of Option Shares and Limitations on Issuance

         The  aggregate  number  of Option  Shares  which  may be  reserved  for
issuance  hereunder  shall  not  exceed  25% of the  Outstanding  Issue,  unless
otherwise determined by the Board of Directors.

         No fractional shares may be purchased or issued  hereunder.  Subject to
the  foregoing,  the number of Option Shares that a  Participant  is entitled to
purchase under the Plan will be determined by the Committee.

         Notwithstanding  the  foregoing,  in the event that the  Common  Shares
become  listed and posted for trading on the Exchange,  the aggregate  number of
Option Shares which may be reserved for issuance  hereunder shall not exceed the
static number  representing  25% of the  Outstanding  Issue at that time and the
following  restrictions shall also apply to this Plan as well as all other plans
or  stock  option  agreements  to which  the  Company  may be a  party:

               (i)    the  aggregate   number  of  Option  Shares  reserved  for
                      issuance pursuant to Options granted to Insiders shall not
                      exceed 10% of the Outstanding Issue;

               (ii)   Insiders shall not be issued,  within any one year period,
                      a  number  of  Option  Shares  which  exceeds  10%  of the
                      Outstanding Issue;

               (iii)  no Participant together with such Participant's Associates
                      shall be issued,  within any one year period,  a number of
                      Option Shares which exceeds 5% of the  Outstanding  Issue;
                      and

               (iv)   the number of Option Shares reserved for issuance pursuant
                      to Options to any one  Participant  shall not exceed 5% of
                      the Outstanding Issue.


5.       Price for Option Shares

         The Committee shall advise each  Participant  designated to participate
in the Plan of the number of Option  Shares  such  Participant  is  entitled  to
purchase  and the Option Price at which the Option  Shares may be purchased  and
the Vesting Period. The Option Price at which the Option Shares may be purchased
under the Plan shall be fixed by the Committee  based upon the Fair Market Value
of the Common Shares of the Company.


6.       Vesting

         Unless  otherwise  specifically  approved by the Board of Directors and
agreed to in writing by the Company in the Stock Option Agreement to be executed
by the Participant,  the Options granted under the Plan must be exercised within
a period of 5 years  from the Date of  Grant,  failing  which the  Participant's
right to purchase such Option Shares lapses.  The vesting  periods within this 5
year period  during  which  Option  Shares or a portion  thereof vest and may be
exercised by the Participant shall be as follows:

               (i)    one-fourth of the Options  granted shall vest on the first
                      anniversary of the Date of Grant;

               (ii)   one forty-eighth  (1/48) of the Options granted shall vest
                      on the first day of each month commencing on the first day
                      of the month  immediately  following the first anniversary
                      of the Date of Grant  and  ending  on the first day of the
                      thirty-sixth  month following the first anniversary of the
                      Date of Grant.


         Notwithstanding  the  vesting  period  set  forth in the  Stock  Option
Agreement,  in the event that the Company or its shareholders receive and accept
an offer to acquire all of the shares or substantially  all of the assets of the
Company,  whether  effected  through an acqusition for cash or  securities,  and
whether structured as a purchase, amalgamation, merger, arrangement or otherwise
(in each case, a "Sale  Transaction"),  the board of directors  may, in its sole
discretion,  deal with the Options  issued under the Plan in the manner it deems
fair  and  reasonable  in light of the  circumstances  of the Sale  Transaction.
Without  limiting the  generality of the  foregoing,  in connection  with a Sale
Transaction,  the board of directors may, without any action or consent required
on the part of any Particpant,  (i) deem any or all Options (vested or unvested)
under  the Plan to have  been  exercised  and the  Option  Shares  to have  been
tendered  to the Sale  Transaction,  (ii) apply a portion  of the  Participant's
proceeds from the closing of the Sale  Transaction to the exercise price payable
by that  Participant  for the exercise of his or her  Options,  (iii) cancel the
Options  and pay to a  Participant  the amount that the  Participant  would have
received,  after  deducting the exercise  price of the Options,  had the Options
been  exercised,  (iv) exchange  unvested  Options,  or any portion of them, for
options to  purchase  shares in the capital of the  acquiror or any  corporation
which results from an amalgamation,  merger or similar transaction involving the
Company  made in  connection  with the Sale  Transaction  or (v) take such other
actions,  and  combinations  of the  foregoing  actions,  as it  deems  fair and
reasonable under the circumstances.


7.       Payment

         The Participant  from time to time and at any time after the vesting of
any Options and prior to the lapse of such Options, may elect to purchase all or
a portion of the Option  Shares  available  for  purchase by lump sum payment by
delivering to the Company at its  registered  office,  a completed  Stock Option
Purchase  Form.  Such  Form  shall  specify  the  number of  Option  Shares  the
Participant  desires to purchase and shall be  accompanied by payment in full of
the  purchase  price  for  such  Option  Shares.  Payment  may be made by  cash,
certified cheque, bank draft, money order or the equivalent payable to the order
of Extreme Packet Devices Inc.


8.       Share Certificates

         Upon  exercise of the Option and payment in full of the purchase  price
the Company shall cause to be delivered to the  Participant  within a reasonable
period  of time a  duplicate  certificate  or  certificates  in the  name of the
Participant  representing  the  number  of Option  Shares  the  Participant  has
purchased.  The  original  share  certificate(s)  may be  held in  trust  by the
Company,  to ensure  compliance  with the terms and  conditions  of the Plan and
Stock Option  Agreement,  for delivery to the Participant in accordance with the
Plan and Stock Option Agreement.


9.       Adjustment in Shares

         Appropriate  adjustments  in the number of Common Shares subject to the
Plan and, as regards Options  granted or to be granted,  in the number of Common
Shares optioned and in the Option Price,  shall be made by the Committee to give
effect  to the  adjustments  in the  number  of  Common  Shares  resulting  from
sub-divisions, consolidations or re-classification of the Common Shares or other
relevant changes in the authorized or issued capital of the Company.

         Furthermore,  in the event of any amalgamation,  merger, arrangement or
any  similar  change  affecting  the  Company  or its  securities,  the board of
directors  may, in its sole  discretion,  deal with the Options issued under the
Plan in the manner it deems fair and reasonable in light of the circumstances of
the change, including without limitation,  taking any of the actions outlined in
Section 6 hereof and/or making such other  adjustments to the number and kind of
shares which  thereafter may be offered and sold to Participants  under the Plan
as it may deem equitable.


10.      Termination Of Participant

            (a) Unless otherwise specifically approved by the Board of Directors
and agreed to in writing by the  Company  in the Stock  Option  Agreement  to be
executed  by the  Participant,  in the event that an  Employee's  employment  or
Consultant's  services with the Company or any of its subsidiaries is terminated
for any reason other than death or disability or a Director  shall cease to be a
Director  on the  Board for any  reason  other  than  death or  disability,  the
Participant,  may elect to purchase at the Option  Price all or a portion of the
remaining Option Shares that have vested at the time such  employment,  services
or Board  position is terminated  at any time during the 60 day period,  or such
later date as determined by the Board, following the date of such termination of
employment,  services or of Board  position  (but in no event after the lapse of
any Options held),  and upon the expiry of such 60 day period,  all  unexercised
Options held by the Participant  shall lapse. For the purposes of this Plan, the
transfer of the Employee's employment to the Company or to any subsidiary of the
Company shall not be considered a termination  of employment  and the Employee's
rights under the Option shall be the same as if such transfer had not occurred.

            (b) Unless otherwise specifically approved by the Board of Directors
and agreed to in writing by the  Company  in the Stock  Option  Agreement  to be
executed  by the  Participant,  in the event that an  Employee's  employment  or
Consultant's  services with the Company or any of its subsidiaries is terminated
by reason of death or disability  or a Director  shall cease to be a Director on
the  Board  by  reason  of  death  or  disability,   the  Participant,   or  the
Participant's personal representatives may elect to purchase at the Option Price
all or a portion of the  remaining  Option  Shares  that have vested at the time
such employment, services or Board position is terminated at any time during the
90 day period, or such later date as determined by the Board, following the date
of such  termination  of  employment,  services or of Board  position (but in no
event after the lapse of any Options  held),  and upon the expiry of such 90 day
period, all unexercised  Options held by the Participant shall lapse.

            (c) Unless otherwise specifically approved by the Board of Directors
and agreed to in writing by the  Company  in the Stock  Option  Agreement  to be
executed by the  Participant,  in the event that a  Participant's  employment or
services,  as may be applicable,  with the Company or any of its subsidiaries is
terminated  by the  Company  for  Cause,  where  "Cause"  shall  mean any act or
omission by the  Participant  which would in law permit an employer to,  without
notice or payment in lieu of notice,  terminate the Participant's  employment or
services, and shall include without limitation the meaning attributed thereto in
the employment agreement or consulting agreement, as may be applicable,  of such
Participant,  the Company may, at its sole discretion, at any time within ninety
(90)  days  from the date of such  termination,  repurchase  any  Common  Shares
purchased  by the  Participant  pursuant  to the  exercise  of  Options  granted
hereunder,  at a price per Common  Share  equal to the  Option  Price per Common
Share.

            (d) Unless otherwise specifically approved by the Board of Directors
and agreed to in writing by the  Company  in the Stock  Option  Agreement  to be
executed by the  Participant,  in the event that a  Participant's  employment or
services,  as may be applicable,  with the Company or any of its subsidiaries is
terminated by the Company without Cause or by reason of death or disability,  or
such  Participant  resigns  from  the  Company,  the  Company  may,  at its sole
discretion,  at any  time  within  ninety  (90)  days  from  the  date  of  such
termination,  repurchase any Common Shares purchased by the Participant pursuant
to the exercise of Options  granted  hereunder at a price per Common Share equal
to the  greater  of (i) fifty  percent  (50%) of the Fair  Market  Value of such
Common  Shares,  and (ii) the Option Price per Common  Share.


11.      Transfer and Assignment

         The  Participant's  rights under Options granted under the Plan are not
assignable  or   transferable  by  the  Participant  or  subject  to  any  other
alienation,   sale,  pledge  or  encumbrance  by  such  Participant  during  the
Participant's  lifetime and  therefore  the Options are  exercisable  during the
Participant's  lifetime  only  by  the  Participant.  The  obligations  of  each
Participant shall be binding on his or her heirs,  executors and administrators.


12.      Employment, Consulting and Board Position Non-Contractual

         The  granting  of an  Option to a  Participant  under the Plan does not
confer  upon the  Participant  any right to continue  in the  employment  of the
Company  or any  subsidiary  of the  Company  or as a  member  of the  Board  of
Directors,  as the case may be, nor does it interfere in any way with the rights
of the  Employee or  Consultant  or of the  Company's  rights to  terminate  the
Employee's  employment  or  Consultants's   services  at  any  time  or  of  the
shareholders'   right  to  elect  directors.

<PAGE>


13.      Rights and Obligations as Shareholders

         Participants shall not have any rights as a shareholder with respect to
Option Shares until:

               (a)    full payment has been made to the Company;

               (b)    a share  certificate or share  certificates have been duly
                      issued; and

               (c)    the Participant  becomes a party to any existing unanimous
                      shareholders'  agreement  and/or  any other  agreement  or
                      voting trust  generally  applicable  to  Employees  and/or
                      Consultants of the Company.

         Upon becoming a shareholder of the Company,  a Participant  may only be
entitled to sell Common  Shares in  accordance  with and subject to the terms of
any existing  unanimous  shareholders'  agreement  and/or any other agreement or
voting trust generally  applicable to generally  applicable to Employees  and/or
Consultants of the Company.


14.      Administration Of The Plan

         The Plan shall be  administered  by the Committee.  The Committee shall
have the power to interpret  and construe the terms and  conditions  of the Plan
and  the  Options.  Any  determination  by the  Committee  shall  be  final  and
conclusive on all persons affected  thereby unless  otherwise  determined by the
Board of Directors.  The day-to-day  administration of the Plan may be delegated
to such officers and  employees of the Company or any  subsidiary of the Company
as the Committee shall determine.

15.      Financial Assistance

         The  Committee may authorize the Company to lend or cause to be lent to
Employees,  Consultants  or Directors  such portion of the purchase price of the
Option Shares under the Plan as an Employee,  Consultant or Director may request
and the Committee  administering the Plan may approve.  The terms and conditions
of such loan which may be interest  free, are to be determined by the Committee.


16.      Notices

         All written  notices to be given by the  Participant to the Company may
be delivered  personally or by registered mail,  postage  prepaid,  addressed as
follows:

         Extreme Packet Devices Inc.
         309 Legget Drive, Suite 204
         Kanata, Ontario
         K2K 3A3
         Attention: Secretary.

         Any notice given by the Participant pursuant to the terms of the Option
shall not be  effective  until  actually  received  by the  Company at the above
address.  Any notice to be given to the Participant shall be sufficiently  given
if  delivered  personally  (effective  at the time of  delivery),  by  facsimile
transmission  (effective one day after  transmission) or by postage prepaid mail
to the last address of the  Participant  on the records of the Company and shall
be effective five days after mailing.


17.      Corporate Action

         Nothing contained in the Plan or in the Option shall be construed so as
to prevent the Company or any  subsidiary  of the Company from taking  corporate
action which is deemed by the Company or the  subsidiary to be appropriate or in
its best  interest,  whether or not such action would have an adverse  effect on
the Plan.

<PAGE>

18.      Amendments

         The Board of Directors of the Company shall have the right, in its sole
discretion, to alter, amend or discontinue the Plan from time to time and at any
time. No such amendment or discontinuation, however, may, without the consent of
the  Participant,  alter or impair his rights or increase his obligations  under
the Plan.  Any  amendment  to the Plan may  require  the prior  approval  of the
Exchange  and may  require  the  approval  of the  Company's  shareholders.


19.      Termination Of Plan

         Except as otherwise provided herein, Options may be granted only within
the five year  period  from the date the Plan has been  adopted  by the Board of
Directors of the Company.


20.      Governing Law

         The Plan is  established  under the laws of the Province of Ontario and
the rights of all parties and the  construction  and effect of each provision of
the Plan shall be  according to the laws of the Province of Ontario and the laws
of Canada applicable therein.


21.      Government Regulation

         The Company's  obligation to issue and deliver  Common Shares under any
Option is subject to:

               (a)    the  satisfaction  of all  requirements  under  applicable
                      securities  law  in  respect  thereof  and  obtaining  all
                      regulatory  approvals as the Company shall determine to be
                      necessary   or   advisable   in   connection    with   the
                      authorization,   issuance  or  sale   thereof,   including
                      shareholder approval, if required;

               (b)    the  admission  of such  Common  Shares to  listing on any
                      stock  exchange on which Common Shares may then be listed;
                      and

               (c)    the receipt from the Participant of such  representations,
                      agreements and  undertakings as to future dealings in such
                      Common Shares as the Company determines to be necessary or
                      advisable in order to safeguard  against the  violation of
                      the securities law of any jurisdiction.

         In this  connection,  the Company  shall take all  reasonable  steps to
obtain such approvals and  registrations as may be necessary for the issuance of
such Common  Shares in compliance  with  applicable  securities  law and for the
listing of such Common Shares on any stock  exchange on which such Common Shares
are then listed.

         DATED this 27th day of May, 1999, as amended November ___, 1999.

         EXTREME PACKET DEVICES INC.


         Per:________________________________
         Authorized Officer