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                                                           EXHIBIT 10.8

                                audiohighway.com

                              AMENDED AND RESTATED

                             1996 STOCK OPTION PLAN

         1. PURPOSE. This Plan is intended to attract and retain highly
qualified individuals for positions of substantial responsibility, provide
additional incentives to Employees and Consultants of the Company and its
Subsidiaries, and promote the success of the Company's business.

         2. DEFINED TERMS. The meanings of defined terms (generally,
capitalized terms) in this Plan are provided in Section 22 ("Glossary").

         3. STOCK SUBJECT TO PLAN. Subject to Section 14, a maximum aggregate
of 1,800,000 Shares may be issued under this Plan. The Shares may be
authorized, but unissued, or reacquired. If an Option expires or becomes
unexercisable for any reason, any unpurchased Optioned Shares shall be
available for future issuance under this Plan. Upon exercise of an Option,
Shares retained because other Shares are tendered in payment of the exercise
price or to satisfy any withholding tax obligations due to the exercise do
not reduce the number of Shares authorized for issuance.

         4.  ADMINISTRATION.

         (a) IN GENERAL. This Plan shall be administered by the Board or a
committee appointed by the Board. Once appointed, a committee shall serve
until otherwise directed by the Board. From time to time, the Board may
increase the size of the committee and appoint additional members, remove
members (with or without cause) and appoint new members in their stead, fill
vacancies however caused, and terminate the committee and thereafter directly
administer this Plan.

         (b) OFFICERS AND DIRECTORS. The Board may provide for administration
of this Plan with respect to Employees who are also officers or directors of
the Company by a Committee constituted so as to permit this Plan to comply as
a discretionary plan with Rule 16b-3 promulgated under the Exchange Act or
any successor thereto. A Committee appointed under this Section 4(b) may be
separate from any Committee appointed to administer this Plan with respect to
Employees who are neither officers nor directors.

         (c) POWERS OF THE ADMINISTRATOR. Subject to the provisions of this
Plan and in the case of a Committee, the specific duties delegated by the
Board, the Administrator shall have the authority, in its discretion:

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

                  (ii)  to grant Options to such Consultants and Employees as
         it selects from time to time;

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                  (iii) to determine the terms and conditions of each Option
         granted, including without limitation whether an Option is granted as
         an ISO or a NSO;

                  (iv)  to approve forms of agreement for use under this Plan;

                  (v)   to determine whether and under what circumstances to
         offer to buy out an Option for cash or Shares under Section 13;

                  (vi)  to modify grants of Options to participants who are
         foreign nationals or employed outside of the United States in order to
         recognize differences in local law, tax policies, or customs.

                  (vii) to reduce the exercise price of any Option to the
         then-current Fair Market Value if the Fair Market Value of the
         Optioned Stock has declined since the date the Option was granted;

                  (viii) to construe and interpret the terms of this Plan and
         Options granted pursuant to this Plan.

         (d) ADMINISTRATOR'S DECISIONS BINDING. All decisions,
determinations, and interpretations of the Administrator shall be final and
binding on all Optionees and any other holders of Options.

         5.  ELIGIBILITY.

         (a) NSOs/ISOs. Nonstatutory Stock Options may be granted to
Employees and Consultants. Incentive Stock Options may be granted only to
Employees. An Employee or Consultant who has been granted an Option may, if
he or she is otherwise eligible, be granted additional Options.

         (b) LIMIT ON NUMBER OF SHARES.

                  (i) No Employee shall be granted, in any fiscal year of the
         Company, Options to purchase more than 1,000,000 Shares, adjusted as
         described in Section 14.

                  (ii) If an Option is canceled in the fiscal year of the
         Company in which it was granted (other than in connection with a
         transaction described in Section 14), the canceled Option will be
         counted against the limit set forth in subsection (i). For this
         purpose, if the exercise price of an Option is reduced, the
         transaction will be treated as a cancellation of the Option and the
         grant of a new Option.

         6. TERM OF OPTION. The term of each Option shall be determined by the
Administrator at the time of grant but shall not exceed ten years. In the case
of an ISO granted to an Optionee who, at the time of grant, owns stock
representing more than ten percent of the voting power of


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all classes of stock of the Company or any Parent or Subsidiary, the Option
term shall not exceed five years.

         7. DATE OF GRANT. Unless otherwise determined by the Administrator,
the date of grant of an Option shall be the date on which the Administrator
completes the actions necessary to grant the Option. Notice of the grant
shall be given to the Optionee within a reasonable time after the date of the
grant.

         8. EXERCISE PRICE AND FORM OF CONSIDERATION.

         (a) The per-Share exercise price of an Option shall be determined by
the Administrator at the time of grant, but:

                  (i)  In the case of an ISO:

                  (A)  granted to an Employee who, at the time of the grant,
                       owns stock representing more than ten percent of the
                       voting power of all classes of stock of the Company or
                       any Parent or Subsidiary, the per-Share exercise price
                       shall be at least 110% of the Fair Market Value on the
                       date of grant; or

                  (B)  granted to any other Employee, the per-Share exercise
                       price shall be at least the Fair Market Value on the
                       date of grant.

                  (ii) In the case of a NSO granted to any person, the
         per-Share exercise price shall be no less than 85% of the Fair
         Market Value on the date of grant.

         (b) FORM OF PAYMENT. Payment for Shares upon exercise of an Option
shall be made in any lawful consideration approved by the Administrator and
may, without limitation, consist of (1) cash, (2) check, (3) promissory note,
(4) other Shares that have a total Fair Market Value on the date of payment
equal to the aggregate exercise price of the Shares as to which Option is
exercised, (5) delivery by a broker or brokerage firm approved by the
Administrator of a properly executed exercise notice together with payment of
the exercise price and such other documentation as the Administrator shall
require, or (6) any combination of the foregoing.

         9.  EXERCISE.

         (a) VESTING. Each Option shall be exercisable at such times and
under such conditions as determined by the Administrator at the time of
grant, and as are otherwise permissible under the terms of this Plan,
including without limitation performance criteria with respect to the Company
and/or the Optionee.

         (b) MANNER OF EXERCISE; RIGHTS AS A SHAREHOLDER. Unless otherwise
allowed by the Administrator, an Option shall be exercised by delivery of
written notice of exercise (in a form


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approved by the Administrator) to the Company in accordance with the terms of
the Option by the person entitled to exercise the Option accompanied by (i)
full payment for the number of whole Shares with respect to which the Option
is exercised, and (ii) payment (or provision for payment) of withholding
taxes pursuant to Subsection (f), below ("Notice"). The Optionee shall be
treated as a shareholder of the Company with respect to the purchased Shares
upon receipt of the Notice . An Option may not be exercised for a fraction of
a Share.

         (c) OPTIONEE REPRESENTATIONS. If Shares purchasable pursuant to the
exercise of an Option have not been registered under the Securities Act of
1933, as amended, at the time the Option is exercised, the Optionee shall, if
required by the Administrator, as a condition to exercise of all or any
portion of the Option, deliver to the Company an investment representation
statement in a form approved by the Administrator.

         (d) TERMINATION OF EMPLOYMENT OR CONSULTING RELATIONSHIP. If an
Optionee's Continuous Service terminates the Optionee (or the Optionee's
estate or heirs, if termination of Continuous Service is due to death or the
Optionee dies during the post-termination exercise period of the Option) may
exercise the Option, (i) only within such period of time as is determined by
the Administrator (but no later than the expiration date determined by the
Administrator at the time of grant) and the Option shall terminate at the end
of that period, and (ii) unless otherwise determined by the Administrator,
only to the extent that the Optionee was entitled to exercise it at the date
of termination. Unless otherwise determined by the Administrator, the limits
applicable under clause (i) shall be: (A) 12 months if termination is due to
total and permanent disability, (B) six months if termination is due to death
or disability that is not total and permanent, and (C) three months if
termination is for other reasons.

         (e) TAX WITHHOLDING. The Company's obligation to deliver Shares upon
exercise of an Option is subject to payment (or provision for payment
satisfactory to the Administrator) by the Optionee of all federal, state, and
local income and employment taxes that the Administrator determines in its
discretion to be due as a result of the exercise of the Option or sale of the
Shares. The Administrator may allow the Optionee to elect at the time of
exercise of an Option to have withheld, from the Shares otherwise to be
delivered upon the exercise, Shares with an aggregate Fair Market Value equal
to a percentage (not more than 100%) designated by the Optionee of the
withholding taxes due upon exercise.

         10.  NON-EMPLOYEE DIRECTOR OPTION GRANTS.

         (a) INITIAL GRANTS. On the date of his or her first attendance at a
duly called meeting of the Board, each non-Employee Director elected or
appointed to the Board for the first time after October 21, 1999 office
shall, automatically be granted a NSO to purchase 75,000 Shares. Each
non-Employee Director in office on October 21, 1999 is granted on that date a
NSO to purchase 75,000 Shares.

         (b) ANNUAL GRANTS. On the date of his or her first attendance at a
duly called meeting of the Board during a calendar year, each non-Employee
Director shall automatically be granted a NSO to purchase 10,000 Shares;
PROVIDED, HOWEVER, a non-Employee Director shall not receive a


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grant under this Section 10(b) in the same calendar year in which he or she
receives a grant under Section 10(a).

         (c) TERMS AND CONDITIONS. The terms and conditions of each Option
granted pursuant to this Section 10 shall be as follows:

               (i)   The term of the Option shall be ten years from the date of
         grant;

               (ii)  The exercise price per Share shall be 100% of Fair Market
         Value on the date of grant;

               (iii) The Option shall be fully exercisable as of the date of
         grant;

               (iv)  Except as provided below, the Option shall terminate on
         the date on which the Optionee's service as a Director terminates,
         PROVIDED, HOWEVER, that if such service terminates as a result of
         disability or death, the Optionee (or his or her estate or
         beneficiary) may exercise the NSO within 12 months following the
         date of termination (but in no event after expiration of the option
         term); and

               (v)   The other terms and conditions of the Option shall be
         consistent with the provisions of this Plan.

         11. RULE 16b-3. Except to the extent determined by the
Administrator, Options granted to persons subject to Section 16(b) of the
Exchange Act shall comply with Rule 16b-3 and shall contain such terms as may
be required or desirable to qualify Plan transactions for the maximum
exemption from Section 16 of the Exchange Act.

         12. NON-TRANSFERABILITY OF OPTIONS. Options may not be sold,
pledged, assigned, hypothecated, transferred, or disposed of in any manner
other than by will or by the laws of descent or distribution and may be
exercised or purchased during the lifetime of the Optionee, only by the
Optionee.

         13. BUYOUT PROVISIONS. The Administrator may at any time offer to
buy out for a payment in cash or Shares, an Option previously granted, based
on terms and conditions that the Administrator establishes and communicates
to the Optionee at the time the offer is made.

         14. CHANGES IN CAPITALIZATION OR CONTROL.

         (a) CHANGES IN CAPITALIZATION. Subject to any required action by the
shareholders of the Company, the number of shares of Optioned Stock and the
number of Shares that have been authorized for issuance under this Plan but
as to which no Options have then been granted or that have been returned to
this Plan upon cancellation or expiration of an Option, as well as the price
per share of Optioned Stock, shall be proportionately adjusted for any change
in the number of issued Shares resulting from a stock split, reverse stock
split, stock dividend, combination or


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reclassification of the Common Stock, or any other change in the number of
issued Shares effected without receipt of consideration by the Company (not
counting Shares issued upon conversion of convertible securities of the
Company as "effected without receipt of consideration"). Such adjustment
shall be made by the Board and shall be final, binding, and conclusive.
Except as expressly provided herein, no issuance by the Company of shares of
stock of any class, or securities convertible into shares of stock of any
class, shall affect, and no consequent adjustment shall be made with respect
to, the number or price of Shares subject to this Plan.

         (b) DISSOLUTION OR LIQUIDATION. If the Board approves a proposed
dissolution or liquidation of the Company, the Administrator shall notify
each Optionee at least 15 days before the proposed action. To the extent not
previously exercised, each Option shall then terminate immediately before
consummation of the proposed action.

         (c) MERGER OR ASSET SALE. If the Company merges with or into another
corporation, or sells all or substantially all of its assets, and if the
successor corporation or its Parent has not, by the 15th day before the
effective time of the merger or sale (the Effective Time"), agreed to assume
each outstanding Option, or to substitute an equivalent option, at the
Effective Time, then: (i) each outstanding Option shall be fully exercisable
as to all of its Optioned Shares until the Effective Time, (ii) the
Administrator shall promptly so notify the Optionees, and (iii) each Option
shall terminate at the Effective Time.

         (d) CHANGE IN CONTROL. Unless the Administrator, in its discretion,
determines otherwise no less than 14 days before a Change in Control occurs,
all Options shall become fully exercisable beginning ten days before the
Change in Control. Notwithstanding the previous sentence, the Administrator
may provide at the time of grant of an Option that the Option shall become
fully exercisable upon, or a stated period before, a Change in Control even
if the Administrator makes an inconsistent determination pursuant to this
Section 14(d).

         (e) CERTAIN DISTRIBUTIONS. If the Company makes a distribution to
its shareholders of securities of any other entity or other assets (other
than dividends payable in cash or stock of the Company) without receipt of
consideration, the Administrator may, in its discretion, appropriately adjust
the exercise price of each outstanding Option to reflect the distribution.

         15. AMENDMENTS. The Board may at any time amend, alter, suspend, or
discontinue this Plan, but no such action shall impair the rights of any
Optionee under any then-outstanding Option without his or her prior written
consent.

         16. SECURITIES REGULATION REQUIREMENTS.

         (a) COMPLIANCE WITH RULE; BUY-OUT OFFER. In general, Shares shall
not be issued pursuant to the exercise of an Option unless the exercise of
the Option and issuance of the Shares comply with all relevant provisions of
law, including, without limitation, the Securities Act of 1933, as amended,
the Exchange Act, the rules and regulations promulgated thereunder, the


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requirements of any stock exchange upon which the Shares may then be listed,
and the requirements of any regulatory body having jurisdiction. If when the
Company receives notice of exercise of an Option, the Administrator believes
in its discretion that the period before Shares may be issued will exceed 21
days, the Administrator shall (unless it determines that such an offer is
itself prevented by the rules described in the preceding sentence) make an
offer pursuant to Section 13 to buy out the portion of the Option
corresponding to the number of Shares whose issuance is thus prevented. The
buy-out offer shall be valid for no less than 21 days.

         (b) OPTIONEE INVESTMENT REPRESENTATION. As a condition to the
exercise of an Option, the Company may require the person exercising the
Option to represent and warrant that the Shares are being purchased only for
investment and without any present intention to sell or distribute the Shares
if, in the opinion of counsel for the Company, such a representation is
required by law.

         17. WRITTEN OPTION AGREEMENTS. Options shall be evidenced by written
agreements in a form the Administrator approves from time to time. The
written agreement shall designate the Option as either an Incentive Stock
Option or a Nonstatutory Stock Option. Delay in executing a written agreement
shall not affect the date of grant of an Option; however, an Option may not
be exercised until a written agreement has been executed by the Company and
the Optionee.

         18. SHAREHOLDER APPROVAL. This Plan is subject to approval by the
shareholders of the Company within 12 months after the Board adopts this
Plan. Shareholder approval shall be obtained in the degree and manner
required under applicable state and federal law and the rules of any stock
exchange upon which the Common Stock is listed.

         19. INFORMATION TO OPTIONEES. The Company shall provide to each
Optionee copies of financial statements at least annually, at the same time
and in the same form as it furnishes such information to its shareholders.
The Company shall not be required to provide such statements to key employees
whose duties assure their access to equivalent information.

         20. TERM OF PLAN. This Plan shall become effective upon the earlier
to occur of adoption by the Board of Directors or approval by the
shareholders of the Company as described in Section 18. It shall continue in
effect for a term of ten years unless sooner terminated under Section 15.

         21. NO RIGHT TO EMPLOYMENT. This Plan shall not confer upon any
Optionee any right with respect to continuation of employment or consulting
relationship with the Company, nor shall it interfere in any way with such
Optionee's right or the Company's right to terminate his or her employment or
consulting relationship at any time, with or without cause.

         22. DEFINITIONS., The following definitions apply for purposes of
this Plan:

         (a) "ADMINISTRATOR" means the Board or a Committee appointed under
Section 4.

         (b) "BOARD" means the Board of Directors of the Company.


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         (c) "CHANGE IN CONTROL" means a change in ownership or control of
the Company by either:

         (i) the direct or indirect acquisition by any person or related
         group of persons of beneficial ownership (within the meaning of Rule
         13d-3 of the 1934 Act) of securities possessing more than 50% of the
         total combined voting power of the Company's outstanding securities
         pursuant to a tender or exchange offer made directly to the
         Company's shareholders that the Board does not recommend that the
         shareholders accept, or

         (ii) a change in composition of the Board over a period of 36
         consecutive months such that a majority of the Board ceases, by
         reason of one or more contested elections for Board membership, to
         be composed of individuals who either (A) have been Board members
         continuously since the beginning of that period or (B) have been
         elected or nominated for election as Board members during that
         period by at least a majority of the Board members described in
         clause (A) who were in office when the Board approved the election
         or nomination.

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

         (e) "COMMON STOCK" means the Common Stock of the Company.

         (f) "COMPANY" means audiohighway.com, a California corporation.

         (g) "CONSULTANT" means any person, other than an Employee, who is
engaged by the Company or any Parent or Subsidiary to perform consulting or
advisory services.

         (h) "CONTINUOUS SERVICE" means that an Optionee's employment or
consulting relationship with the Company or a Parent or Subsidiary has not
been interrupted or terminated. Continuous Service is not interrupted by any
(i) leave of absence approved by the Company, (ii) transfer between locations
of the Company or between the Company, a Parent, a Subsidiary, or any
successor, or (iii) change in status from Employee to Consultant or
Consultant to Employee.

         (i) "DIRECTOR" means any member of the Board in his or her capacity
as such.

         (j) "EMPLOYEE" means any person employed by the Company or any
Parent or Subsidiary of the Company.

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

         (l) "FAIR MARKET VALUE" means, as of any date, the fair market value
of Common Stock determined as follows:

                  (i) If the Common Stock is quoted on an established stock
         exchange or national market system, including without limitation the
         National Association of


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         Securities Dealers, Inc. Automated Quotation ("NASDAQ") National
         Market System, Fair Market Value shall be the closing sales price
         (or the closing bid, if no sales are reported) as quoted on that
         exchange or system for the day of the determination, as reported in
         THE WALL STREET JOURNAL or an equivalent source, or if the
         determination date is not a trading day, then on the most recent
         preceding trading day;

                  (ii) If the Common Stock is quoted on NASDAQ (but not on
         the National Market System) or regularly quoted by a recognized
         securities dealer but selling prices are not reported, Fair Market
         Value shall be the mean between the high bid and low asked prices
         for the Common Stock on the day of the determination, or on the most
         recent preceding trading day if the determination date is not a
         trading day; or

                  (iii) In the absence of an established market for the
         Common Stock, Fair Market Value shall be determined by the
         Administrator.

         (m) "INCENTIVE STOCK OPTION" or "ISO" means an Option intended to
qualify as an "incentive stock option" within the meaning of Section 422 of
the Code.

         (n) "NONSTATUTORY STOCK OPTION" or "NSO" means an Option not
intended to qualify as an ISO.

         (o) "OPTION" means a stock option granted pursuant to this Plan.

         (p) "OPTIONED SHARES" means the Shares subject to an Option.

         (q) "OPTIONEE" means an Employee, Consultant, or Director who
receives an Option.

         (r) "PARENT" means a "parent corporation," present or future, as
defined in Section 424(e) of the Code, or any successor provision.

         (s) "PLAN" means this audiohighway.com 1996 Stock Option Plan.

         (t) "RULE 16b-3" means Rule 16b-3 promulgated under the Exchange
Act, as the same may be amended from time to time, or any successor provision.

         (u) "SHARE" means a share of the Common Stock, as adjusted in
accordance with Section 14.

         (v) "SUBSIDIARY" means a "subsidiary corporation," whether now or
hereafter existing, as defined in Section 424(f) of the Code, or any
successor provision.


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