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                                                                    EXHIBIT 10.4
                                     HEARME

                        1999 EMPLOYEE STOCK PURCHASE PLAN

     The following constitute the provisions of the HearMe 1999 Employee Stock
Purchase Plan.

     1. PURPOSE. The purpose of the Plan is to provide employees of the Company
and its Designated Subsidiaries with an opportunity to purchase Common Stock of
the Company. It is the intention of the Company to have the Plan qualify as an
"Employee Stock Purchase Plan" under Section 423 of the Code. The provisions of
the Plan shall, accordingly, be construed so as to extend and limit
participation in a manner consistent with the requirements of that section of
the Code.

     2. DEFINITIONS.

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

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

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

        (d) "COMPANY" means HearMe, a Delaware corporation.

        (e) "COMPENSATION" means all regular straight time gross earnings and
commissions, and shall not include payments for overtime, shift premium,
incentive compensation, incentive payments, bonuses and other compensation.

        (f) "CONTINUOUS STATUS AS AN EMPLOYEE" means the absence of any
interruption or termination of service as an Employee. Continuous Status as an
Employee shall not be considered interrupted in the case of (i) sick leave; (ii)
military leave; (iii) any other leave of absence approved by the Company,
provided that such leave is for a period of not more than 90 days, unless
reemployment upon the expiration of such leave is guaranteed by contract or
statute or unless provided otherwise pursuant to Company policy adopted from
time to time.

        (g) "CONTRIBUTIONS" means all amounts credited to the account of a
participant pursuant to the Plan.

        (h) "CORPORATE TRANSACTION" means a sale of all or substantially all
of the Company's assets, or a merger, consolidation or other capital
reorganization of the Company with or into another corporation.

        (i) "DESIGNATED SUBSIDIARY" means any Subsidiary which has been
designated by the Board from time to time in its sole discretion as eligible to
participate in the Plan.


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        (j) "EMPLOYEE" means any person, including an Officer, who is
customarily employed for at least twenty (20) hours per week and more than five
(5) months in a calendar year by the Company or a Designated Subsidiary.

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

        (l)  "FAIR MARKET VALUE" means, as of any date, the
value of Common Stock determined by the Board in its discretion based on the
closing sales price of the Common Stock for such date (or, in the event that the
Common Stock is not traded on such date, on the immediately preceding Trading
Day), as reported by the National Association of Securities Dealers Automated
Quotation (Nasdaq) National Market or, if such price is not reported, the mean
of the bid and asked prices per share of the Common Stock as reported by Nasdaq
or, in the event the Common Stock is listed on a stock exchange, the Fair Market
Value per share shall be the closing sales price on such exchange on such date
(or, in the event that the Common Stock is not traded on such date, on the
immediately preceding Trading Day), as reported in THE WALL STREET JOURNAL. For
purposes of the Offering Date of the first Offering Period under the Plan, the
Fair Market Value shall be the initial price to the public as set forth in the
final prospectus included within the registration statement in Form S-1 filed
with the Securities and Exchange Commission pursuant to Rule 424 under the
Securities Act of 1933, as amended, for the initial public offering of the
Company's Common Stock (the "Registration Statement").

        (m) "OFFERING DATE" means the first Trading Day of each Offering
Period of the Plan.

        (n) "OFFERING PERIOD" means a period of approximately twenty-four (24)
months and not exceeding twenty-seven (27) months. The duration and timing of
the Offering Periods may be changed pursuant to Section 4 of the Plan.

        (o) "OFFICER" means a person who is an officer of the Company within
the meaning of Section 16 of the Exchange Act and the rules and regulations
promulgated thereunder.

        (p) "PLAN" means this HearMe 1999 Employee Stock Purchase Plan.

        (q) "PURCHASE DATE" means the last Trading Day of each Purchase
Period.

        (r) "PURCHASE PERIOD" means a period of approximately six (6) months
within an Offering Period, except for the first Purchase Period as set forth in
Section 4(b). The duration and timing of the Purchase Periods may be changed
pursuant to Section 4 of the Plan.

        (s) "PURCHASE PRICE" means with respect to a Purchase Period an amount
equal to 85% of the Fair Market Value (as defined in Section 2(l) above) of a
Share of Common Stock on the Offering Date or on the Purchase Date, whichever is
lower; provided, however, that in the event (i) there is any increase in the
number of Shares available for issuance under the Plan as a result of a
shareholder-approved amendment to the Plan, and (ii) all or a portion of such
additional Shares are to be issued with respect to one or more Offering Periods
that are underway at the time of such increase ("ADDITIONAL SHARES"), and (iii)
the Fair Market Value of a Share of


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Common Stock on the date of such increase is higher than the Fair Market Value
on the Offering Date for any such Offering Period, then in such instance the
Purchase Price with respect to such Additional Shares shall be 85% of the Fair
Market Value of a Share of Common Stock on the date of such increase or the Fair
Market Value of a Share of Common Stock on the Purchase Date, whichever is
lower.

        (t) "SHARE" means a share of Common Stock, as adjusted in accordance
with Section 20 of the Plan.

        (u) "SUBSIDIARY" means a corporation, domestic or foreign, of which
not less than 50% of the voting shares are held by the Company or a Subsidiary,
whether or not such corporation now exists or is hereafter organized or acquired
by the Company or a Subsidiary.

        (v) "TRADING DAY" means a day on which national stock exchanges and
the Nasdaq System are open for trading.

     3. ELIGIBILITY.

        (a) Any person who is an Employee as of the Offering Date of a given
Offering Period shall be eligible to participate in such Offering Period under
the Plan, subject to the requirements of Section 5(a) and the limitations
imposed by Section 423(b) of the Code; provided, however, that eligible
Employees may not participate in more than one Offering Period at a time if
such participation would, in the aggregate, result in an employee's
participation rate that exceeds the limitations set forth in the Plan.

        (b) Any provisions of the Plan to the contrary notwithstanding, no
Employee shall be granted an option under the Plan (i) to the extent that,
immediately after the grant, such Employee (or any other person whose stock
would be attributed to such Employee pursuant to Section 424(d) of the Code)
would own capital stock of the Company and/or hold outstanding options to
purchase stock possessing five percent (5%) or more of the total combined voting
power or value of all classes of stock of the Company or of any Subsidiary, or
(ii) to the extent that his or her rights to purchase stock under all employee
stock purchase plans (described in Section 423 of the Code) of the Company and
its Subsidiaries accrues at a rate which exceeds twenty-five thousand dollars
($25,000) of the Fair Market Value (as defined in Section 2(l) above) of such
stock (determined at the time such option is granted) for each calendar year in
which such option is outstanding at any time.

     4. OFFERING PERIODS AND PURCHASE PERIODS.

        (a) OFFERING PERIODS. The Plan shall be implemented by a series of
Offering Periods generally of twenty-four (24) months duration and not exceeding
twenty-seven (27) months duration, with new Offering Periods commencing on May 1
and November 1 of each year, or at such other time or times as may be determined
by the Board of Directors. Offering Periods shall commence on a continuing and
overlapping basis until terminated in accordance with Section 21 hereof.
Notwithstanding the foregoing, the first Offering Period under the Plan shall
commence with the first Trading Day on or after the date on which the Securities
and Exchange Commission declares the Company's Registration Statement effective
(the "IPO


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DATE") and ending on the last Trading Day on or before April 30, 2001.
The Board of Directors of the Company shall have the power to change the
duration and/or the frequency of Offering Periods with respect to future
offerings without shareholder approval if such change is announced at least five
(5) days prior to the scheduled beginning of the first Offering Period to be
affected.

        (b) PURCHASE PERIODS. Each Offering Period shall generally consist of
four (4) Purchase Periods of approximately six (6) months duration, the first
commencing on the Offering Date and ending on the October 31 or April 30 next
following, and each other Purchase Period in such Offering Period commencing on
the day after the last day of the preceding Purchase Period and ending on the
October 31 or April 30 next following; provided, however, that the first
Purchase Period shall commence on the IPO Date and shall end on October 31,
1999. The Board of Directors of the Company shall have the power to change the
duration and/or frequency of Purchase Periods with respect to future purchases
without shareholder approval if such change is announced at least five (5) days
prior to the otherwise scheduled beginning of the first Purchase Period to be
affected.

     5. PARTICIPATION.

        (a) An eligible Employee may become a participant in the Plan by
completing a subscription agreement on the form provided by the Company and
filing it with the Company's payroll office prior to the applicable Offering
Date, unless a later time for filing the subscription agreement is set by the
Board for all eligible Employees with respect to a given Offering Period.

        (b) The subscription agreement shall set forth the Employee's
participation election, either in the form of a designation of the percentage of
the Employee's Compensation the Employee elects to have deducted from his or her
pay on each pay day during the Offering Period and credited to his or her
account under the Plan to be used to purchase shares on the Purchase Date for
each of the relevant Purchase Periods, which percentage shall be not less than
one percent (1%) and not more than twenty percent (20%), or such greater
percentage as the Board may establish from time to time before an Offering Date,
or, if permitted by the Board, in the form of a designation of the number of
whole shares the Employee elects to purchase at the end of each Purchase Period
with respect to the Offering Period, up to such maximum number of shares as the
Board may establish from time to time before an Offering Date.

        (c) A participant's subscription shall be effective for each
successive Offering Period in which he or she is eligible to participate, unless
the participant withdraws in accordance with Section 11(a).

        (d)  In addition to the limits on an Employee's participation in
the Plan set forth herein, the Board may establish limits on the number of
shares an Employee may elect to purchase with respect to any Offering Period if
such limit is announced at least fifteen (15) days prior to the scheduled
beginning of the first Offering Period to be affected.

     6. GRANT OF OPTION. On the Offering Date of each Offering Period, each
eligible Employee participating in such Offering Period shall be granted an
option to purchase on each


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Purchase Date a number of Shares of the Company's Common Stock determined by
dividing such Employee's Contributions accumulated prior to such Purchase Date
and retained in the participant's account as of the Purchase Date by the
applicable Purchase Price, provided, however, that the maximum number of Shares
an Employee may purchase during each Purchase Period shall be 2,000 Shares
(subject to adjustment pursuant to Section 20 below), and provided further that
such purchase shall be subject to the limitations set forth in Sections 3(b) and
9(b).

     7. METHOD OF PAYMENT OF CONTRIBUTIONS.

        (a) PAYROLL DEDUCTIONS.

            (i) If an Employee's participation election is in the form of an
election to contribute a percentage of his or her Compensation through payroll
deductions, or if an Employee otherwise elects to make contributions to the Plan
through payroll deductions of a specified percentage of his or her Compensation
as permitted by the Board with respect to an Employee's participation election
in the form of an election to purchase a designated number of shares at the end
of each Purchase Period, such payroll deductions shall commence on the first
payroll following the Offering Date and shall end on the last payroll paid in
the Offering Period to which such subscription agreement and payroll deduction
authorization is applicable, unless sooner terminated by the participant as
provided in Section 11. All payroll deductions made by a participant shall be
credited to his or her account under the Plan.

           (ii) A participant may discontinue his or her participation in the
Plan as provided in Section 11, or to the extent permitted by the Board in its
discretion, may increase or decrease the rate of his or her payroll deductions
during the Offering Period by completing and filing with the Company a new
subscription agreement authorizing a change in payroll deduction rate. The
change in rate shall be effective as of the beginning of the next calendar month
commencing ten (10) or more business days after the date the new subscription is
filed.

          (iii) Notwithstanding the foregoing, to the extent necessary to comply
with Section 423(b)(8) of the Code and Section 3(b) herein, a participant's
payroll deductions may be decreased by the Company to zero percent (0%) at any
time during a Purchase Period. Payroll deductions shall re-commence at the rate
provided in such participant's subscription agreement at the beginning of the
first Purchase Period which is scheduled to end in the folowing calendar year,
unless terminated by the participant as provided in Section 11.

        (b) CASH OR STOCK CONTRIBUTIONS. To the extent permitted by the
Board, a participant may make contributions to the Plan for purchase of shares
in cash or by tendering Company stock or by election to receive shares
representing the difference between the Purchase Price and the Fair Market Value
of the shares, less applicable withholding. Any such cash or stock contribution,
or any election to receive net shares, must be received by the Company in
accordance with procedures and at such times as established by the Board, and a
participant's failure to make such contributions or such an election within the
time required, to the extent the aggregate Purchase Price of the number of
shares the participant has an option to purchase on the Purchase Date exceeds
payroll deduction contributions made by the participant as of the Purchase Date,
shall be deemed a withdrawal from the Offering Period with respect to shares


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subject to the option not purchased on the applicable Purchase Date and with
respect to all other Purchase Periods in such Offering Period.

     8. WITHHOLDING TAX OBLIGATIONS. At the time the option is exercised, in
whole or in part, or at the time some or all of the Company's Common Stock
issued under the Plan is disposed of, the participant must make adequate
provision for payment to the Company of the Company's federal, state or other
tax withholding obligations, if any, which arise upon the exercise of the option
or the disposition of the Common Stock. At any time, the Company may, but shall
not be obligated to, withhold from the participant's compensation the amount
necessary for the Company to meet applicable withholding obligations, including
any withholding required to make available to the Company any tax deductions or
benefits attributable to the sale or early disposition of Common Stock by the
participant.

     9. EXERCISE OF OPTION.

        (a) Unless a participant withdraws from the Plan as provided in
Section 11, his or her option for the purchase of Shares will be exercised
automatically on each Purchase Date of an Offering Period, and the maximum
number of full Shares subject to the option will be purchased at the applicable
Purchase Price with the accumulated Contributions in his or her account. The
Shares purchased upon exercise of an option hereunder shall be deemed to be
transferred to the participant on the Purchase Date. During his or her lifetime,
a participant's option to purchase Shares hereunder is exercisable only by him
or her.

        (b) If the Board determines that, on a given Purchase Date, the number
of Shares with respect to which options are to be exercised may exceed (i) the
number of Shares of Common Stock that were available on the Offering Date of the
applicable Offering Period (after deduction of all Shares for which options have
been exercised or are then outstanding), or (ii) the number of shares available
for sale under the Plan on such Purchase Date (after deduction of all Shares for
which options have been exercised or are then outstanding), the Board may, in
its sole discretion, provide that the Shares of Common Stock available for
purchase on such Offering Date or Purchase Date, as applicable, shall be
allocated pro rata, in as uniform a manner as shall be practicable and as it
shall determine in its sole discretion to be equitable among all participants
exercising options to purchase Common Stock on such Purchase Date and (x)
continue all Offering Periods then in effect or (y) pursuant to Section 21
below, terminate any or all Offering Periods then in effect. The Board may
direct that the Shares available on the Offering Date of any applicable Offering
Period pursuant to the preceding sentence be allocated pro rata, notwithstanding
any authorization of additional Shares for issuance under the Plan by the
Company's shareholders subsequent to such Offering Date.

        (c) Any cash remaining to the credit of a participant's account under
the Plan after a purchase by him or her of Shares at the termination of each
Purchase Period which is insufficient to purchase a full Share shall be carried
over to the next Purchase Period if the Employee continues to participate in the
Plan, or if the Employee does not continue to participate, shall be returned to
the participant. Any other amounts left over in a participant's account after a
Purchase Date shall be returned to the participant.


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     10. DELIVERY. As promptly as practicable after each Purchase Date of each
Offering Period, the Company shall arrange the delivery to each participant, as
appropriate, of a certificate representing the Shares purchased upon exercise of
his or her option.

     11. VOLUNTARY WITHDRAWAL.

         (a) A participant may withdraw all but not less than all the
Contributions credited to his or her account under the Plan at any time prior to
each Purchase Date by giving written notice to the Company. All of the
participant's Contributions credited to his or her account will be paid to him
or her promptly after receipt of his or her notice of withdrawal and his or her
option for the current Offering Period will be automatically terminated, and no
further Contributions for the purchase of Shares will be made during and with
respect to such Offering Period.

           (b) A participant's voluntary withdrawal from an offering will not
have any effect upon his or her eligibility to participate in a succeeding
Offering Period or in any similar plan which may hereafter be adopted by the
Company.

     12. AUTOMATIC WITHDRAWAL.

         (a) REDUCTION OF HOURS. In the event an Employee fails to remain in
Continuous Status as an Employee of the Company for at least twenty (20) hours
per week during the Offering Period in which the employee is a participant, he
or she will be deemed to have elected to withdraw from the Plan and the
Contributions credited to his or her account will be returned to him or her and
his or her option terminated.

         (b) TERMINATION OF EMPLOYMENT. Upon termination of the participant's
Continuous Status as an Employee prior to the Purchase Date of an Offering
Period (other than on account of death), he or she will be automatically
withdrawn from the Plan effective as of the date of such termination of his or
her Continuous Status as an Employee, the Contributions credited to his or her
account will be returned to him or her, and his or her option will be
automatically terminated.

         (c) DEATH OF PARTICIPANT. Upon the death of a participant prior to the
Purchase Date of an Offering Period, he or she will be automatically withdrawn
from the Plan, the Contributions credited to his or her account will be returned
to the person or persons entitled thereto under Section 15, and his or her
option will be automatically terminated.

         (d) REDUCTION IN FAIR MARKET VALUE. To the extent permitted by any
applicable laws, regulations or stock exchange rules, if the Fair Market Value
of the Shares on a Purchase Date of an Offering Period (other than the final
Purchase Date of such Offering Period) is less than the Fair Market Value of the
Shares on the Offering Date for such Offering Period, then every participant
shall automatically (i) be withdrawn from such Offering Period at the close of
such Purchase Date and after the acquisition of Shares for such Purchase Period,
and (ii) be enrolled in the Offering Period commencing on the first business day
subsequent to such Purchase Date. If the Fair Market Value of the Shares on
April 30, 1999 is less than the Fair


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Market Value of the Shares on the IPO Date, each participant shall automatically
be withdrawn as of April 30, 1999 from the Offering Period beginning on the IPO
Date and re-enrolled in the Offering Period beginning on May 1, 1999 unless such
participant notifies the Administrator prior to April 30, 1999 that he or she
does not wish to be withdrawn and re-enrolled. All payroll deductions
accumulated in a participant's account as of such withdrawal date shall be
returned to the participant.

     13. INTEREST. No interest shall accrue on the Contributions of a
participant in the Plan.

     14. STOCK.

         (a) The maximum number of Shares which shall be made available for
sale under the Plan shall be 750,000 Shares, plus an annual increase on the
first day of each of the Company's fiscal years beginning in 2000, 2001, 2002,
2003 and 2004, equal to the lesser of (A) 100,000 Shares, (B) 1% of the Shares
outstanding on the last day of the immediately preceding fiscal year, or (C)
such lesser number of Shares as is determined by the Board, subject to
adjustment upon changes in capitalization of the Company as provided in Section
20.

         (b) The participant shall have no interest or voting right in Shares
covered by his or her option until such option has been exercised.

         (c) Shares to be delivered to a participant under the Plan will be
registered in the name of the participant or in the name of the participant and
his or her spouse.

     15. ADMINISTRATION. The Board, or a committee named by the Board, shall
supervise and administer the Plan and shall have full power to adopt, amend and
rescind any rules deemed desirable and appropriate for the administration of the
Plan and not inconsistent with the Plan, to construe and interpret the Plan, and
to make all other determinations necessary or advisable for the administration
of the Plan. Every finding, decision and determination made by the Board or its
committee shall, to the full extent permitted by law, be final and binding upon
all parties.

     16. DESIGNATION OF BENEFICIARY.

         (a) A participant may file a written designation of a beneficiary who
is to receive any Shares and cash, if any, from the participant's account under
the Plan in the event of such participant's death subsequent to the end of a
Purchase Period but prior to delivery to him or her of such Shares and cash. In
addition, a participant may file a written designation of a beneficiary who is
to receive any cash from the participant's account under the Plan in the event
of such participant's death prior to the Purchase Date of an Offering Period. If
a participant is married and the designated beneficiary is not the spouse,
spousal consent shall be required for such designation to be effective. Such
designation of beneficiary may be changed by the participant (with the consent
of his or her spouse, if any) at any time by written notice effective upon
receipt by the Company of such notice.

         (b) In the event of the death of a participant and in the absence of a
beneficiary validly designated in accordance with Section 16(a) who is living at
the time of such participant's


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death, the Company shall deliver such Shares and/or cash to the executor or
administrator of the estate of the participant, or if no such executor or
administrator has been appointed (to the knowledge of the Company), the Company,
in its discretion, may deliver such Shares and/or cash to the spouse or to any
one or more dependents or relatives of the participant, or if no spouse,
dependent or relative is known to the Company, then to such other person as the
Company may designate.

     17. TRANSFERABILITY. Neither Contributions credited to a participant's
account nor any rights with regard to the exercise of an option or to receive
Shares under the Plan may be assigned, transferred, pledged or otherwise
disposed of in any way by the participant (other than by will, the laws of
descent and distribution, or as provided in Section 16). Any such attempt at
assignment, transfer, pledge or other disposition shall be without effect,
except that the Company may treat such act as an election to withdraw funds in
accordance with Section 11.

     18. USE OF FUNDS. All Contributions received or held by the Company under
the Plan may be used by the Company for any corporate purpose, and the Company
shall not be obligated to segregate such Contributions.

     19. REPORTS. Individual accounts will be maintained for each participant in
the Plan. Statements of account will be given to participating Employees at
least annually, which statements will set forth the amounts of Contributions,
the per Share Purchase Price, the number of Shares purchased and the remaining
cash balance, if any.

     20. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION; CORPORATE TRANSACTIONS.

         (a) ADJUSTMENT. Subject to any required action by the
shareholders of the Company, the number of Shares covered by each option under
the Plan which has not yet been exercised and the number of Shares which have
been authorized for issuance under the Plan but have not yet been placed under
option (collectively, the "RESERVES"), as well as the maximum number of shares
of Common Stock which may be purchased by a participant in a Purchase Period,
the number of shares of Common Stock set forth in Section 14(a) above, and the
price per Share of Common Stock covered by each option under the Plan which has
not yet been exercised, shall be proportionately adjusted for any increase or
decrease in the number of issued Shares resulting from a stock split, reverse
stock split, stock dividend, combination or reclassification of the Common Stock
(including any such change in the number of shares of Common Stock effected in
connection with a change in domicile of the Company), or any other increase or
decrease in the number of Shares effected without receipt of consideration by
the Company; provided, however, that conversion of any convertible securities of
the Company shall not be deemed to have been "effected without receipt of
consideration." Such adjustment shall be made by the Board, whose determination
in that respect shall be final, binding and conclusive. Except as expressly
provided herein, no issue by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, shall affect, and no
adjustment by reason thereof shall be made with respect to, the number or price
of Shares subject to an option.

         (b) CORPORATE TRANSACTIONS. In the event of a dissolution or
liquidation of the Company, any Purchase Period and Offering Period then in
progress will terminate


                                      -9-
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immediately prior to the consummation of such action, unless otherwise provided
by the Board. In the event of a Corporate Transaction, each option outstanding
under the Plan shall be assumed or an equivalent option shall be substituted by
the successor corporation or a Parent or Subsidiary of such successor
corporation. In the event that the successor corporation refuses to assume or
substitute for outstanding options, each Purchase Period and Offering Period
then in progress shall be shortened and a new Purchase Date shall be set (the
"NEW PURCHASE DATE"), as of which date any Purchase Period and Offering Period
then in progress will terminate. The New Purchase Date shall be on or before the
date of consummation of the transaction and the Board shall notify each
participant in writing, at least ten (10) days prior to the New Purchase Date,
that the Purchase Date for his or her option has been changed to the New
Purchase Date and that his or her option will be exercised automatically on the
New Purchase Date, unless prior to such date he or she has withdrawn from the
Offering Period as provided in Section 10. For purposes of this Section 20(b),
an option granted under the Plan shall be deemed to be assumed, without
limitation, if, at the time of issuance of the stock or other consideration upon
a Corporate Transaction, each holder of an option under the Plan would be
entitled to receive upon exercise of the option the same number and kind of
shares of stock or the same amount of property, cash or securities as such
holder would have been entitled to receive upon the occurrence of the
transaction if the holder had been, immediately prior to the transaction, the
holder of the number of Shares of Common Stock covered by the option at such
time (after giving effect to any adjustments in the number of Shares covered by
the option as provided for in this Section 20(b); provided however that if the
consideration received in the transaction is not solely common stock of the
successor corporation or its parent (as defined in Section 424(e) of the Code),
the Board may, with the consent of the successor corporation, provide for the
consideration to be received upon exercise of the option to be solely common
stock of the successor corporation or its parent equal in Fair Market Value to
the per Share consideration received by holders of Common Stock in the
transaction.

     The Board may, if it so determines in the exercise of its sole discretion,
also make provision for adjusting the Reserves, as well as the price per Share
of Common Stock covered by each outstanding option, in the event that the
Company effects one or more reorganizations, recapitalizations, rights offerings
or other increases or reductions of Shares of its outstanding Common Stock, and
in the event of the Company's being consolidated with or merged into any other
corporation.

     21. AMENDMENT AND TERMINATION.

         (a) The Board may at any time and for any reason terminate or amend
the Plan. Except as provided in Section 20, no such termination of the Plan may
affect options previously granted, provided that the Plan or an Offering Period
may be terminated by the Board on a Purchase Date or by the Board's setting a
new Purchase Date with respect to an Offering Period and Purchase Period then in
progress if the Board determines that termination of the Plan and/or the
Offering Period is in the best interests of the Company and the shareholders or
if continuation of the Plan and/or the Offering Period would cause the Company
to incur adverse accounting charges as a result of a change after the effective
date of the Plan in the generally accepted accounting rules applicable to the
Plan. Except as provided in Section 20 and this Section 21, no amendment to the
Plan shall make any change in any option previously granted


                                      -10-
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which adversely affects the rights of any participant. In addition, to the
extent necessary to comply with Section 423 of the Code (or any successor rule
or provision or any other applicable law or regulation), the Company shall
obtain shareholder approval in such a manner and to such a degree as so
required.

         (b) Without shareholder consent and without regard to whether any
participant rights may be considered to have been adversely affected, the Board
(or its committee) shall be entitled to change the Offering Periods and Purchase
Periods, limit the frequency and/or number of changes in the amount withheld
from a participant's Compensation during an Offering Period, establish the
exchange ratio applicable to amounts withheld in a currency other than U.S.
dollars, permit payroll withholding in excess of the amount designated by a
participant in order to adjust for delays or mistakes in the Company's
processing of properly completed withholding elections, establish reasonable
waiting and adjustment periods and/or accounting and crediting procedures to
ensure that amounts applied toward the purchase of Common Stock for each
participant properly correspond with amounts withheld from the participant's
Compensation, establish such other limitations or procedures as the Board (or
its committee) determines in its sole discretion advisable which are consistent
with the Plan.

     22. NOTICES. All notices or other communications by a participant to the
Company under or in connection with the Plan shall be deemed to have been duly
given when received in the form specified by the Company at the location, or by
the person, designated by the Company for the receipt thereof.

     23. CONDITIONS UPON ISSUANCE OF SHARES. Shares shall not be issued with
respect to an option unless the exercise of such option and the issuance and
delivery of such Shares pursuant thereto shall comply with all applicable
provisions of law, domestic or foreign, including, without limitation, the
Securities Act of 1933, as amended, the Exchange Act, the rules and regulations
promulgated thereunder, applicable state securities laws and the requirements of
any stock exchange upon which the Shares may then be listed, and shall be
further subject to the approval of counsel for the Company with respect to such
compliance.

     As a condition to the exercise of an option, the Company may require the
person exercising such option to represent and warrant at the time of any such
exercise that the Shares are being purchased only for investment and without any
present intention to sell or distribute such Shares if, in the opinion of
counsel for the Company, such a representation is required by any of the
aforementioned applicable provisions of law.

     24. TERM OF PLAN; EFFECTIVE DATE. The Plan shall become effective upon the
IPO Date. It shall continue in effect for a term of
twenty (20) years unless sooner terminated under Section 21.

     25. ADDITIONAL RESTRICTIONS OF RULE 16B-3. The terms and conditions of
options granted hereunder to, and the purchase of Shares by, persons subject to
Section 16 of the Exchange Act shall comply with the applicable provisions of
Rule 16b-3. This Plan shall be deemed to contain, and such options shall
contain, and the Shares issued upon exercise thereof shall be subject to, such
additional conditions and restrictions as may be required by Rule 16b-3


                                      -11-
<PAGE>

to qualify for the maximum exemption from Section 16 of the Exchange Act with
respect to Plan transactions.








                                      -12-
<PAGE>

                                     HEARME

                        1999 EMPLOYEE STOCK PURCHASE PLAN
                             SUBSCRIPTION AGREEMENT

                                                             New Election ______
                                                       Change of Election ______


     1. I, ________________________, hereby elect to participate in the HearMe
1999 Employee Stock Purchase Plan (the "Plan") commencing with the Offering
Period ______________, ____ to _______________, ____, and subscribe to purchase
shares of the Company's Common Stock in accordance with this Subscription
Agreement and the Plan.

     2. I elect to have Contributions in the amount of ____% of my Compensation,
as those terms are defined in the Plan, applied to this purchase. I understand
that this amount must not be less than 1% and not more than 20% of my
Compensation during the Offering Period. (Please note that no fractional
percentages are permitted).

     3. I hereby authorize payroll deductions from each paycheck during the
Offering Period at the rate stated in Item 2 of this Subscription Agreement. I
understand that all payroll deductions made by me shall be credited to my
account under the Plan and that I may not make any additional payments into such
account. I understand that all payments made by me shall be accumulated for the
purchase of shares of Common Stock at the applicable purchase price determined
in accordance with the Plan. I further understand that, except as otherwise set
forth in the Plan, shares will be purchased for me automatically on each
Purchase Date of an Offering Period unless I otherwise withdraw from the
Offering Period prior to a Purchase Date by giving written notice to the Company
for such purpose.

     4. I understand that I may decrease or increase the rate of my
Contributions on one occasion only with respect to an increase and one occasion
only with respect to a decrease during any Offering Period by completing and
filing a new Subscription Agreement with such increase or decrease taking effect
as of the beginning of the calendar month following the date of filing of the
new Subscription Agreement, if filed at least ten (10) business days prior to
the beginning of such month. I also understand that I may change the rate of
deductions for future Offering Periods by filing a new Subscription Agreement,
and any such change will be effective as of the beginning of the next Offering
Period commencing after the new Subscription Agreement is filed.

     5. I understand that I may discontinue my participation in an Offering
Period at any time prior to the Purchase Date as provided in Section 11 of the
Plan, and that if I do so I will not be permitted to renew participation in such
Offering Period.
<PAGE>

     I UNDERSTAND THAT UNLESS I DISCONTINUE MY PARTICIPATION IN AN OFFERING
PERIOD AS PROVIDED IN SECTION 11 OF THE PLAN OR CHANGE THE RATE OF DEDUCTIONS BY
FILING A NEW SUBSCRIPTION AGREEMENT, MY ELECTION WILL CONTINUE TO BE EFFECTIVE
FOR EACH SUCCESSIVE OFFERING PERIOD COMMENCING AFTER THE TERMINATION OF AN
OFFERING PERIOD IN WHICH I HAVE PARTICIPATED.

     6. I have received a copy of the Company's most recent description of the
Plan and a copy of the complete "HearMe 1999 Employee Stock Purchase Plan." I
understand that my participation in the Plan is in all respects subject to the
terms of the Plan.

     7. Shares purchased for me under the Plan should be issued in the name(s)
of (name of employee or employee and spouse only):


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

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

     8. In the event of my death, I hereby designate the following as my
beneficiary(ies) to receive all payments and shares due to me under the Plan:



NAME:  (Please print)                     _____________________________________
                                          (First)       (Middle)        (Last)


--------------------                      -------------------------------------
(Relationship)                            (Address)


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

                   SUMMARY OF TAX TREATMENT ON SALE OF SHARES

     THE FOLLOWING INFORMATION REGARDING THE FEDERAL TAX TREATMENT ON SALE OF
SHARES ACQUIRED UNDER THE PLAN IS ONLY A SUMMARY AND IS SUBJECT TO CHANGE, AND
IS NOT INTENDED TO REPRESENT OR PROVIDE TAX ADVICE TO THE PARTICIPANT, HIS OR
HER SPOUSE OR BENEFICIARIES. YOU SHOULD CONSULT A TAX ADVISOR CONCERNING THE TAX
IMPLICATIONS OF THE PURCHASE AND SALE OF STOCK UNDER THE PLAN.

     If any shares received pursuant to the Plan are sold or otherwise disposed
of within two (2) years after the Offering Date or within one (1) year after the
Purchase Date, the excess of the fair market value of the shares on the Purchase
Date over the price paid for the shares on such Purchase Date will be treated
for federal income tax purposes as ordinary compensation income at the time of
such disposition, regardless of the amount received on sale or other disposition
of the shares, even if such amount is less than their fair market value at the
Purchase Date. The remainder of the gain or loss, if any, recognized on such
disposition will be treated as capital gain or loss.


                                      -2-
<PAGE>

     If any shares received pursuant to the Plan are sold or otherwise disposed
of at any time after expiration of the 2-year and 1-year holding periods, the
lesser of 15% of the fair market value of the shares on the Offering Date or the
excess of the fair market value of the shares at the time of such sale or
disposition over the price paid for the shares on the Purchase Date will be
treated for federal income tax purposes as ordinary compensation income. The
remainder of the gain or loss, if any, recognized on such disposition will be
treated as capital gain or loss.

     9. I hereby agree to notify the Company in writing within 30 days after the
date of any disposition of shares within two (2) years after the Offering Date
or within one (1) year after the Purchase Date, and I will make adequate
provision for federal, state or other tax withholding obligations, if any, which
arise upon the disposition of the Common Stock. The Company may, but will not be
obligated to, withhold from my compensation the amount necessary to meet any
applicable withholding obligation including any withholding necessary to make
available to the Company any tax deductions or benefits attributable to the sale
or early disposition of Common Stock by me.

     10. I hereby agree to be bound by the terms of the Plan. The effectiveness
of this Subscription Agreement is dependent upon my eligibility to participate
in the Plan.



SIGNATURE:
          --------------------------------

SOCIAL SECURITY #:
                  ------------------------

DATE:
     -------------------------------------

SPOUSE'S SIGNATURE (necessary
if beneficiary is not spouse):


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



------------------------------------------
(Print name)





                                      -3-
<PAGE>

                                     HEARME

                        1999 EMPLOYEE STOCK PURCHASE PLAN

                              NOTICE OF WITHDRAWAL


     I, __________________________, hereby elect to withdraw my participation in
the HearMe 1999 Employee Stock Purchase Plan (the "PLAN") for the Offering
Period _________. This withdrawal covers all Contributions credited to my
account and is effective on the date designated below.

     I understand that all Contributions credited to my account will be paid to
me within ten (10) business days of receipt by the Company of this Notice of
Withdrawal and that my option for the current period will automatically
terminate, and that no further Contributions for the purchase of shares can be
made by me during the Offering Period.

     The undersigned further understands and agrees that he or she shall be
eligible to participate in succeeding offering periods only by delivering to the
Company a new Subscription Agreement.

Dated:___________________
                                              ---------------------------------
                                              Signature of Employee


                                              ---------------------------------
                                              Social Security Number