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                                                                  Exhibit 10.10

                          FULLPLAY MEDIA SYSTEMS, INC.
                             2000 STOCK OPTION PLAN

SECTION 1.   Purpose.   The purpose of this 2000 Stock Option Plan (the "Plan")
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is to enable Fullplay Media Systems, Inc. (the "Company") to attract and retain
the services of people with training, experience and ability, and to provide
additional incentive to such persons by granting them an opportunity to
participate in the ownership of the Company.

SECTION 2.   Stock Subject to Plan.   The stock subject to this Plan shall be
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the Company's common stock, $.01 par value per share (the "Common Stock"),
presently authorized but unissued. The aggregate amount of Common Stock
reserved for issuance or delivery upon exercise of all options granted under
this Plan shall not exceed 8,000,000 shares of Common Stock, subject to
adjustment pursuant to Section 10 below. If any option granted under this Plan
shall expire or terminate for any reason without having been exercised in full,
the unpurchased shares subject thereto shall be returned to the Plan and become
available for future grant under the Plan.

SECTION 3.   Administration.   The Plan shall be administered by the Board of
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Directors of the Company or any committee of the Board of Directors delegated
such authority pursuant to Section 3.3 (the "Plan Administrator"), in
accordance with the following terms and conditions:

3.1   General Authority.   Subject to the express provisions of the Plan, the
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Plan Administrator shall have the authority, in its sole discretion, to
determine all matters relating to options granted under the Plan, including,
without limitation, the selection of individuals to be granted options, the
number of shares to be subject to each option, the fair market value of the
shares and the exercise price, the term, whether such options shall be
immediately exercisable or shall become exercisable in increments over time,
and all other terms and conditions thereof, and to make all other
determinations necessary or advisable in the administration of the Plan. Grants
under this Plan to persons eligible need not be identical in any respect, even
when made simultaneously. The Plan Administrator may from time to time adopt,
amend and rescind rules and regulations relating to the administration of the
Plan. The interpretation and construction by the Plan Administrator of any
terms or provisions of this Plan or any option issued hereunder, or of any rule
or regulation promulgated in connection herewith, shall be conclusive and
binding on all interested parties.  The Plan Administrator in its sole
discretion may grant incentive stock options ("Incentive Stock Options") as
such term is defined in Section 422(b) of the Internal Revenue Code of 1986, as
amended (the "Code"), and/or nonqualified stock options ("Nonqualified Stock
Options"). A Nonqualified Stock Option is a stock option which is not an
Incentive Stock Option. The term "option" when used in this Plan refers to
Incentive Stock Options and Nonqualified Stock Options, collectively.

3.2   Directors.   A member of the Board of Directors may be eligible to
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participate in or receive or hold options under this Plan; provided, however,
that no member of the Board of Directors shall vote with respect to the
granting of an option hereunder to himself or herself.

3.3   Delegation to a Committee.   The Board of Directors, if it so determines,
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may delegate to one or more committees of the Board of Directors (each
consisting of not less than two members of the Board of Directors) any or all
authority for the administration of the Plan, subject to such terms and
conditions the Board of Directors may prescribe. If, and so long as, the
Company has a class of equity securities registered under Section 12 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Board of
Directors in determining the membership of any such committee shall, with
respect to option grants to any persons subject to or likely to become subject
to Section 16 of the Exchange Act, give due consideration to the provisions
regarding (a) "outside directors" as contemplated by Section 162(m) of the Code
and (b) "nonemployee directors" as contemplated by Rule 16b-3 under the
Exchange Act. Thereafter references to the Plan Administrator in this Plan
shall be deemed to be references to such committee to the extent such authority
is so delegated.

3.4   Replacement of Options.   Without limiting the authority granted to the
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Plan Administrator under Section 3.1, the Plan Administrator, in its sole
discretion, shall have the authority, among other things, to (a) grant options
subject to the condition that options previously granted at a higher or lower
exercise price under the Plan be canceled or exchanged in connection with such
grant (the number of shares covered by the new options, the exercise price, the
term and the other terms and conditions of the new option, shall be determined
in accordance with the Plan and may be different from the provisions of the
canceled or exchanged options), and (b) amend or modify outstanding and
unexercised options, with the consent of the holder of the option, to, among
other things, reduce the exercise price per share, establish the exercise price
at the then-current fair market value of the Common Stock or accelerate or
defer the exercise date, vesting schedule or expiration date of any option.

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

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SECTION 4.   Eligibility.   Options may be granted only to persons who, at the
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time the option is granted, are employees, directors, consultants or advisors
of the Company or any of its then-existing parent or subsidiary corporations
(hereafter a "Parent" or "Subsidiary"). Any person to whom an option is granted
under this Plan shall be referred to hereinafter as "Optionee." Any Optionee
may receive one or more grants of options as the Plan Administrator shall from
time to time determine, and such determinations may be different as to
different Optionees and may vary as to different grants. Optionees who are not
employees will only be eligible to receive Nonqualified Stock Options. An
"employee" shall be any person, including officers and directors, employed by
the Company or any Parent or Subsidiary, with the status of employment
determined based upon such minimum number of hours or periods worked as shall
be determined by the Board of Directors in its discretion, subject to any
requirements of the Code.

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

5.1   Number of Shares and Exercise Price.   The maximum number of shares that
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maybe purchased pursuant to the exercise of each option and the price per share
at which such option is exercisable (the "exercise price") shall be as
established by the Plan Administrator, provided that the exercise price for any
Incentive Stock Option shall not be less than the fair market value per share
of the Common Stock at the time the option is granted and subject further to
Section 7.2 below. The exercise price of Nonqualified Stock Options may be less
than, equal to or greater than the fair market value per share of the Common
Stock at the time the option is granted.

     a.   Limitation on Number of Shares Underlying Options.   Subject to
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adjustment from time to time as provided in Section 10 below, the Plan
Administrator shall not grant options to any person in any one fiscal year of
the Company in an amount that exceeds, in the aggregate, 2,000,000 shares of
Common Stock. This limitation shall be applied in a manner consistent with the
requirements of, and only to the extent required for compliance with, the
exclusion from the limitation on deductibility of compensation under Section
162(m) of the Code.

     b.   Determination of Fair Market Value.   For the purposes of this Plan,
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fair market value of Common Stock, as of any date, shall be determined as
follows:
          (i)   If the Common Stock is listed on any established stock
exchange or a national market system, including without limitation The Nasdaq
National Market, its fair market value shall be the closing sales price for
such stock (or the closing bid, if no sales were reported), as quoted on such
system or exchange, or the system or exchange with the greatest volume of
trading in Common Stock, for the last market trading day prior to the time of
determination, as reported in The Wall Street Journal or such other source as
the Plan Administrator deems reliable;
          (ii)   If the Common Stock is quoted on The Nasdaq SmallCap Market,
on the over-the-counter system, or regularly quoted by a recognized securities
dealer but selling prices are not reported, its fair market value shall be the
last trade reported for the Common Stock on the last market trading day prior
to the time of determination, as reported in The Wall Street Journal or such
other source as the Plan Administrator deems reliable; or
          (iii)   In the absence of an established market for the Common
Stock, the fair market value thereof shall be determined in good faith by the
Plan Administrator.

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

     5.3   Exercisability.   Each option shall prescribe the installments or
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vesting schedule, if any, under which an option granted under the Plan shall
become exercisable. In the absence of a defined vesting schedule in an option
agreement, the option covered by such agreement shall vest annually over four
years from the date of grant, at the rate of 25 percent per year on each
anniversary following the date of grant. The Plan Administrator, in its
absolute discretion, may waive or accelerate any vesting requirement contained
in outstanding and unexercised options. Only whole shares shall be issued
pursuant to the exercise of any option.

SECTION 6.   Restrictions on Transferability.
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      6.1   Options granted under this Plan and the rights and privileges
conferred hereby shall not be subject to execution, attachment or similar
process and may not be assigned, alienated, pledged, sold, or transferred in
any manner (whether by operation of law or otherwise) other than by will or by
the laws of descent and distribution.

     6.2   Notwithstanding Section 6.1 above, in the case of a Nonqualified
Stock Option, an Optionee may transfer such option either (a) pursuant to a
"domestic relations order" as defined in Section 414 of the Code or Section 206
of the Employment

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Retirement Income Security Act, or the rules thereunder, or (b) by transfer
without the receipt of consideration by an Optionee, subject to such rules as
the Plan Administrator may adopt to preserve the purposes of the Plan
(including limiting such transfers to transfers by Optionees who are directors
or senior executives), to
               (i)   a member of his or her Immediate Family;
               (ii)  a trust solely for the benefit of the Optionee and/or his
or her Immediate Family, or
               (iii) a partnership, corporation or limited liability company
whose only partners, shareholders or members are the
Optionee and/or (y) his or her Immediate Family members or (z) holders of
equity ownership interest of Optionee (in the case of an Optionee that is a
corporation, partnership or limited liability company) (each transferee
described in 6.2(a) and (b) is hereafter referred to as a "Permitted
Transferee"), provided that the Plan Administrator is notified in advance in
writing of the terms and conditions of any proposed transfer described in (a)
or (b) and it determines that the proposed transfer complies with the
requirements of the Plan and the applicable option agreement. For this purpose,
"Immediate Family" means, with respect to a particular Optionee, the Optionee's
spouse, children and grandchildren (including adopted and stepchildren and
grandchildren).

     6.3   Upon any attempt to transfer, assign, pledge, hypothecate or
otherwise dispose of an option granted under the Plan or any right or privilege
conferred hereunder contrary to the provisions of the Plan, or upon the sale,
levy or any attachment or similar process upon the rights and privileges
conferred by an option granted under the Plan, the option shall thereupon
terminate and become null and void.

     6.4   The terms of options granted under this Plan and transferred in
accordance with this Section 6 shall apply to the beneficiaries, executors and
administrators of the Optionee and of the Permitted Transferees of the Optionee
(including the beneficiaries, executors and administrators of the Permitted
Transferees), including the right to agree to any amendment of the applicable
option agreement, except that Permitted Transferees shall not transfer any
option other than by will or by the laws of descent and distribution.

     6.5   Options granted under this Plan, or options transferred in
accordance with this Section 6, are exerciseable during Optionee's lifetime
only by Optionee or Permitted Transferee, as applicable (or his or her attorney
in fact or guardian). In the event of the death of an Optionee or Permitted
Transferee, options may be exercised by such Optionee's or Permitted
Transferee's executor or administrator. In no event shall the Company issue
shares of Common Stock upon exercise of an option unless Optionee or Permitted
Transferee makes sufficient payment, as determined by the Company, to meet
withholding tax obligations on such exercise or other arrangements satisfactory
to the Plan Administrator to provide for such payment.

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

     7.1   Limitation on Amount of Grants.   To the extent that an Optionee is
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granted Incentive Stock Options that in the aggregate (together with all other
Incentive Stock Options granted by the Company or any Parents or Subsidiaries)
entitle the Optionee to purchase, in any calendar year during which such
options first become exercisable, stock of the Company, any Parent or any
Subsidiary having a fair market value (determined as of the time such options
are granted) in excess of $100,000, such options in excess of the $100,000
threshold shall be treated as Nonqualified Stock Options. No limitation shall
apply to Nonqualified Stock Options.

     7.2   Grants to Ten Percent Shareholders.   Incentive Stock Options may be
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granted to a person who, at the time the option is granted, owns more than ten
percent of the total combined voting power of all classes of stock of the
Company and any Parent or Subsidiary only if (i) the exercise price is at least
110 percent of the fair market value of the Common Stock at the time of grant,
and (ii) the option is not exercisable more than five years from the date of
grant.

     7.3   Taxation of Incentive Stock Options.   In order to obtain certain
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tax benefits afforded to Incentive Stock Options under Section 422 of the Code,
the Optionee must hold the shares issued upon the exercise of an Incentive
Stock Option for a minimum of two years after the date of grant of the
Incentive Stock Option and one year from the date of exercise. An Optionee may
be subject to the alternative minimum tax at the time of exercise of an
Incentive Stock Option.  The Plan Administrator may provide in any option
agreement evidencing an Incentive Stock Option granted under this Plan that the
Optionee under such agreement be required to give the Company prompt notice of
any subsequent disposition of shares acquired on exercise of such Incentive
Stock Option prior to the expiration of the above holding periods.

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

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

     8.2   Payment.   Payment of the exercise price shall be made in full
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within five business days of the notice of exercise of the option and shall be
in cash or bank-certified, cashier's or personal check. If the Company's Common
Stock is registered under Section 12 of the Exchange Act, then, to the extent
permitted by applicable laws and regulations (including, but not limited to,
federal

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tax and securities laws and regulations) and unless the Plan Administrator
determines otherwise, an option also may be exercised by (a) delivery of shares
of Common Stock of the Company that have been held by the Optionee for at least
six months having a fair market value equal to the exercise price, such fair
market value to be determined in good faith by the Plan Administrator (such
payment in stock may occur in the context of a single exercise of an option or
successive and simultaneous exercises, sometimes referred to as "pyramiding,"
which provides that, rather than physically exchanging certificates for a
series of exercises, bookkeeping entries will be made pursuant to which the
Optionee is permitted to retain his existing stock certificate and a new stock
certificate is issued for the net shares), or (b) delivery of a properly
executed exercise notice together with irrevocable instructions to (i) a broker
to promptly deliver to the Company the amount of sale or loan proceeds to pay
the exercise price and any withholding tax obligations that may arise in
connection with such exercise, and (ii) the Company to deliver the certificates
for such purchased shares directly to such broker, all in accordance with the
requirements of the Federal Reserve Board.
In addition, the exercise price for shares purchased under an option may be
paid, either singly or in combination with one or more of the alternative forms
of payment authorized by this Section 8.2, by (y) a promissory note delivered
pursuant to Section 3.5 or (z) such other consideration as the Plan
Administrator may permit.

     8.3   Rights as Shareholder. Until the issuance (as evidenced by the
           ---------------------
appropriate entry on the books of the Company or of a duly authorized transfer
agent of the Company) of the stock certificate evidencing such shares, no right
to vote or receive dividends or any other rights as a shareholder shall exist
with respect to the shares acquired on exercise, notwithstanding the exercise
of the option. The Company shall issue (or cause to be issued) such stock
certificate promptly upon exercise of the option and payment of the exercise
price. In the event that the exercise of an option is treated in part as the
exercise of a Nonqualified Stock Option pursuant to Section 7.2, the Company
shall issue a stock certificate evidencing the shares treated as acquired upon
the exercise of an Incentive Stock Option and a separate stock certificate
evidencing the shares treated as acquired upon the exercise of a Nonqualified
Stock Option, and shall identify each such certificate accordingly in its stock
transfer records. No adjustment will be made for a dividend or other right for
which the record date is prior to the date the stock certificate is issued,
except as provided in Section 10 of this Plan.

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

SECTION 9.   Termination of Employment, Disability and Death.
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     9.1   General.   If the employment of the Optionee by the Company, a
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Parent or a Subsidiary shall terminate by retirement or for any reason other
than death or disability (as hereinafter provided), the option may be exercised
by the Optionee, or its Permitted Transferee, at any time prior to the
expiration of three months after the date of such termination of employment
(unless by its terms the option sooner terminates or expires), but only if and
to the extent the Optionee was entitled to exercise the option at the date of
such termination.

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

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

     9.4   Waiver or Extension of Time Periods.   The Plan Administrator shall
           -----------------------------------
have the authority, prior to or within the times specified in this Section 9
for the exercise of any such option, to extend such time period or waive in its
entirety any such time period to the extent that such time period expires prior
to the expiration of the term of such option. In addition, the Plan
Administrator may modify or eliminate the time periods specified in this
Section 9 with respect to particular option grants. However, no Incentive Stock
Option may be exercised after the expiration of ten years from the date such
option is granted. If an Optionee holding an Incentive Stock Option exercises
such option, by permission of the Plan Administrator or pursuant to the terms
of this Plan or a stock option

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agreement, after the expiration of the time periods specified in this Section
9, the option will no longer be treated as an Incentive Stock Option under the
Code and shall automatically be converted into a Nonqualified Stock Option.

     9.5   Termination of Options.   To the extent that the option of any
           ----------------------
deceased Optionee or of any Optionee whose employment is terminated shall not
have been exercised within the limited periods prescribed in this Section 9,
all further rights to purchase shares pursuant to such option shall cease and
terminate at the expiration of such period.

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

SECTION 10.   Option Adjustments.
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     10.1   Adjustments Upon Changes in Capitalization.   The aggregate number
            ------------------------------------------
and class of shares on which options may be granted under this Plan, the number
and class of shares covered by each outstanding option and the exercise price
per share thereof (but not the total price), and all such options, shall each
be proportionately adjusted for any increase or decrease in the number of
issued shares of Common Stock of the Company resulting from a stock split,
reverse stock split, stock dividend, combination or reclassification or any
like capital adjustment, or any other increase or decrease in the number of
shares of Common Stock of the Company without the receipt of consideration by
the Company.

     10.2   Effect of Certain Transactions.   Except as otherwise provided in
            ------------------------------
the option agreement, in the event of a merger, consolidation, disposition of
all or substantially all of the assets, separation, reorganization or
liquidation of the Company, as a result of which the shareholders of the
Company receive cash, stock or other property in exchange for their shares of
Common Stock, or upon the acquisition by a person (as defined in Section 3(a)
(9) and 13(d) (3) of the Exchange Act as in effective as of the date hereof) of
a majority of the Company's outstanding voting securities (whether directly or
indirectly, beneficially or of record) (each, a "Corporate Transaction"), all
outstanding and unexercised options granted under this Plan shall automatically
accelerate so that each option shall, immediately prior to any such Corporate
Transaction, become 100 percent vested (except that such acceleration shall not
occur if, in the opinion of the Company's accountants, such acceleration would
render unavailable "pooling of interest" accounting for a Corporate Transaction
that would otherwise qualify for such accounting treatment). Provided further,
however, that an option shall not so accelerate if and to the extent that such
option is, in connection with a Corporate Transaction, either to be assumed by
the successor corporation or its parent or to be replaced with a comparable
option for the purchase of shares of capital stock of such successor
corporation or its parent (a "Continuing Option").  Immediately following the
consummation of any Corporate Transaction, all options shall terminate and
cease to remain outstanding, except for any Continuing Options.

a.   Termination after Certain Corporate Transactions.   If there exist one or
     ------------------------------------------------
more Continuing Options following a Corporate Transaction, and the Optionee is
terminated without Cause (as defined below) within a period of two years
following the date of the Corporate Transaction, or if the Optionee voluntarily
terminates his or her service for Good Reason (as defined below) during such
period, then
(i)   all Continuing Options held by the Optionee shall become exercisable for
all of the shares thereunder;
(ii)   all restrictions under the Plan or any option agreement with respect to
Option Securities (as defined below) issued pursuant to exercise of any such
Continuing Option (other than restrictions on transfer under applicable
securities laws), including but not limited to contractual restrictions on
transfer, rights of repurchase or first refusal in favor of the Company and
restrictions on certificates for the Option Securities (other than restrictions
on certificates designed to promote compliance with applicable securities laws)
shall automatically terminate; and
(iii)   each such Continuing Option shall remain exercisable until a period of
two years has elapsed following the date of the Corporate Transaction or until
the date on which the Continuing Option would have terminated if the service of
the Optionee had not terminated, whichever occurs first, notwithstanding any
contrary provision in any option agreement for the Continuing Option (other
than one expressly providing that this Section 10.2 shall not apply).

b.   Definitions. For the purposes of this Section 10.2, the following
     -----------
definitions shall apply:
(i)   "Cause" means, in connection with the termination of of an Optionee (a)
repeated failures to carry out directions of the Board or the Optionee's
supervisors with regard to material matters reasonably consistent with the
Optionee's duties; (b) knowing violation of a state or federal law involving
the commission of a crime against the Company or a felony; (c) misuse of
alcohol or controlled substances; (d) any misrepresentation, deception, fraud
or dishonesty that is materially injurious to the Company; and (e) any act or
omission in willful disregard of the interests of the Company or any of its
Affiliates that substantially impairs the goodwill, business or reputation of
the Company or any of its Affiliates.
(ii)   "Good Reason" means, with respect to an Optionee, the occurrence in
connection with a Corporate Transaction, without the Optionee's express written
consent, of one of the following events or conditions:
(a)   A material reduction in the level of the Optionee's responsibilities in
comparison to the level thereof at the time of the Corporate Transaction;
(b)   The assignment to the Optionee of a job title that is not of comparable
prestige and status as the Optionee's job title at the time of the Corporate
Transaction;

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(c)   The assignment to the Optionee of any duties inconsistent with the
Optionee's position at the time of the Corporate Transaction, other than
pursuant to the Optionee's promotion;
(d)   A material reduction in the Optionee's salary level;
(e)   A material reduction in the overall level of employee benefits or
perquisites available to the Optionee at the time of the Corporate Transaction,
or the Optionee's right to participate therein, unless such reduction is
nondiscriminatory as to the Optionee;
(f)   Requiring the Optionee to be based anywhere more than fifty (50) miles
from the business location to which the Optionee normally reported for work at
the time of the Corporate Transaction, other than for required business travel
not significantly greater than the Optionee's business travel obligations at
the time of the Corporate Transaction; or
(g)   Any of the foregoing events and conditions occurring before the Corporate
Transaction which the Optionee reasonably demonstrates was at the request of a
third party or otherwise arose in connection with or in anticipation of the
Corporate Transaction
(iii)   "Option Securities" means (a) the shares of Common Stock or other
securities that a Holder acquires upon exercise of an Option, and (b) any other
shares of Common Stock or other securities issued or acquired with respect to
the shares or other securities specified in the preceding clause (a) or this
clause (b) in connection with any stock dividend, stock split,
reclassification, recapitalization, reorganization, split-up, spin-off,
combination, exchange of shares, rights offering, or other transaction or
event.

     10.3   Further Adjustment of Options.   The Plan Administrator shall have
            -----------------------------
the discretion, exercisable at any time before a sale, merger, consolidation,
reorganization, liquidation or change in control of the Company, as defined by
the Plan Administrator, to take such further action as it determines to be
necessary or advisable, and fair and equitable to Optionees, with respect to
options. Such authorized action may include (but shall not be limited to)
establishing, amending or waiving the type, terms, conditions or duration of,
or restrictions on, options so as to provide for earlier, later, extended or
additional time for exercise and other modifications, and the Plan
Administrator may take such actions with respect to all Optionees, to certain
categories of Optionees or only to individual Optionees. The Plan Administrator
may take such action before or after granting options to which the action
relates and before or after any public announcement with respect to such, sale,
merger, consolidation, reorganization, liquidation or change in control that is
the reason for such action.

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

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

SECTION 11.   Securities Regulations.
              ----------------------

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

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

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

SECTION 13.   Amendment and Termination.
              -------------------------

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<PAGE>

     13.1   Action by Shareholders.   The Plan may be terminated, modified or
            ----------------------
amended by the shareholders of the Company.
     13.2   Action by Board of Directors.   The Board of Directors may also
            ----------------------------
terminate the Plan, or modify or amend the Plan in such respects as it shall
deem advisable in order to conform to any changes in law or regulation
applicable thereto, or in other respects; provided, however, that, to the
extent required for compliance with Section 422 of the Code or any applicable
law or regulation, the Board of Directors may not, without further approval by
the shareholders of the Company:
               (i)   Change the number of shares in the aggregate as to which
options may be granted under the Plan;
               (ii)  Change the eligibility of persons to be granted Incentive
Stock Options under the Plan;
               (iii) Change the terms of the Plan which causes the Plan to
lose its qualification as an incentive stock option plan under Section 422(b)
of the Code; or
               (iv)  Otherwise amend the Plan for which shareholder approved
is required under any applicable law or regulation.
No termination, suspension or amendment of the Plan may, without the consent of
each Optionee to whom any option shall previously have been granted, adversely
affect the rights of such Optionees under such options.

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

SECTION 14.   Effective Date of the Plan.   This Plan shall become effective on
              --------------------------
the date of its adoption by the Board of Directors of the Company and options
may be granted immediately thereafter, but no Incentive Stock Option may be
exercised under the Plan unless and until the Plan shall have been approved by
the shareholders within 12 months after the date of adoption of the Plan by the
Board of Directors. If such approval is not obtained within such period, then
(a) no Incentive Stock Options may thereafter be granted, and (b) each
Incentive Stock Option granted prior thereto shall automatically be deemed to
be a Nonqualified Stock Option (except to the extent its option agreement
expressly provides otherwise).

Adopted by the Board of Directors on December 15, 2000.


/s/ Brent Nelson
------------------------
Brent Nelson


/s/ Peter Miller
------------------------
Peter Miller

/s/ Dennis Tevlin
------------------------
Dennis Tevlin


/s/ Mark Phillips
------------------------
Mark Phillips

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