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                                                                    EXHIBIT 4.3








                              FUTURE NETWORKS, INC.
                            1999 STOCK INCENTIVE PLAN



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                              FUTURE NETWORKS, INC.
                            1999 STOCK INCENTIVE PLAN


                                TABLE OF CONTENTS


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SECTION 1.  DEFINITIONS.................................................................1

         1.1      DEFINITIONS...........................................................1

SECTION 2  THE STOCK INCENTIVE PLAN.....................................................3

         2.1      PURPOSE OF THE PLAN...................................................3
         2.2      STOCK SUBJECT TO THE PLAN.............................................4
         2.3      ADMINISTRATION OF THE PLAN............................................4
         2.4      ELIGIBILITY AND LIMITS................................................4

SECTION 3  TERMS OF STOCK INCENTIVES....................................................4

         3.1      TERMS AND CONDITIONS OF ALL STOCK INCENTIVES..........................4
         3.2      TERMS AND CONDITIONS OF OPTIONS.......................................5
                  (a)      Option Price.................................................5
                  (b)      Option Term..................................................6
                  (c)      Payment. 6
                  (d)      Conditions to the Exercise of an Option......................6
                  (e)      Termination of Incentive Stock Option........................6
                  (f)      Special Provisions for Certain Substitute Options............7
         3.3      TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS.....................7
                  (a)      Settlement...................................................7
                  (b)      Conditions to Exercise.......................................7
         3.4      TERMS AND CONDITIONS OF STOCK AWARDS..................................7
         3.5      TERMS AND CONDITIONS OF DIVIDEND EQUIVALENT RIGHTS....................8
                  (a)      Payment. 8
                  (b)      Conditions to Payment........................................8
         3.6      TERMS AND CONDITIONS OF PERFORMANCE UNIT AWARDS.......................8
                  (a)      Payment. 8
                  (b)      Conditions to Payment........................................8
         3.7      TERMS AND CONDITIONS OF PHANTOM SHARES................................9
                  (a)      Payment. 9
                  (b)      Conditions to Payment........................................9
         3.8      TREATMENT OF AWARDS UPON TERMINATION OF EMPLOYMENT....................9

SECTION 4  RESTRICTIONS ON STOCK........................................................9

         4.1      ESCROW OF SHARES..................................................... 9
         4.2      RESTRICTIONS ON TRANSFER.............................................10

SECTION 5  GENERAL PROVISIONS..........................................................10

         5.1      WITHHOLDING..........................................................10
         5.2      CHANGES IN CAPITALIZATION; MERGER; LIQUIDATION.......................11
         5.3      CASH AWARDS..........................................................11
         5.4      COMPLIANCE WITH CODE.................................................12
         5.5      RIGHT TO TERMINATE EMPLOYMENT........................................12
</TABLE>


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<TABLE>
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         5.6      NON-ALIENATION OF BENEFITS...........................................12
         5.7      RESTRICTIONS ON DELIVERY AND SALE OF SHARES; LEGENDS.................12
         5.8      LISTING AND LEGAL COMPLIANCE.........................................12
         5.9      TERMINATION AND AMENDMENT OF THE PLAN................................12
         5.10     STOCKHOLDER APPROVAL.................................................13
         5.11     CHOICE OF LAW........................................................13
         5.12     EFFECTIVE DATE OF PLAN...............................................13
</TABLE>




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                              FUTURE NETWORKS, INC.
                            1999 STOCK INCENTIVE PLAN


                             SECTION 1. DEFINITIONS

     1.1 Definitions. Whenever used herein, the masculine pronoun will be deemed
to include the feminine, and the singular to include the plural, unless the
context clearly indicates otherwise, and the following capitalized words and
phrases are used herein with the meaning thereafter ascribed:

         (a) "Affiliate" means:

             (1) an entity that directly or through one or more intermediaries
is controlled by the Company, and

             (2) any entity in which the Company has a significant equity
interest, as determined by the Company.

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

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

         (d) "Committee" means the committee appointed by the Board of Directors
to administer the Plan. The Board of Directors shall consider the advisability
of whether the members of the Committee shall consist solely of at least two
members of the Board of Directors who are both "outside directors" as defined in
Treas. Reg. ss. 1.162-27(e) as promulgated by the Internal Revenue Service and
"non-employee directors" as defined in Rule 16b-3(b)(3) as promulgated under the
Exchange Act.

         (e) "Company" means Future Networks, Inc., a Georgia corporation.

         (f) "Disability" has the same meaning as provided in the long-term
disability plan or policy maintained or, if applicable, most recently
maintained, by the Company or, if applicable, any Affiliate of the Company for
the Participant. If no long-term disability plan or policy was ever maintained
on behalf of the Participant or, if the determination of Disability relates to
an incentive stock option, Disability means that condition described in Code
Section 22(e)(3), as amended from time to time. In the event of a dispute, the
determination of Disability will be made by the Committee and will be supported
by advice of a physician competent in the area to which such Disability relates.

         (g) "Dividend Equivalent Rights" means certain rights to receive cash
payments as described in Section 3.5.


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         (h) "Exchange Act" means the Securities Exchange Act of 1934, as
amended from time to time.

         (i) "Fair Market Value" with regard to a date means:

             (1) the average of the high and low prices at which Stock shall
have been sold on that date or the last trading date prior to that date as
reported by the NASDAQ Stock Market (or, if applicable, as reported by a
national securities exchange selected by the Committee on which the shares of
Stock are then actively traded) and published in The Wall Street Journal,

             (2) if Stock is not traded on a securities exchange, but is
reported by the NASDAQ Stock Market and market information is published on a
regular basis in The Wall Street Journal, the average of the published high and
low sales prices for that date or the last business day prior to that date as
published in The Wall Street Journal,

             (3) if such market information is not published on a regular basis,
the average of the high bid and low asked prices of Stock in the
over-the-counter market on that date or the last business day prior to that
date, as reported by the NASDAQ Stock Market, or, if not so reported, by a
generally accepted reporting service, or

             (4) if Stock is not publicly traded, as determined in good faith by
the Committee with due consideration being given to (i) the most recent
independent appraisal of the Company, if such appraisal is not more than twelve
months old and (ii) the valuation methodology used in any such appraisal
provided that, for purposes of granting awards other than incentive stock
options, Fair Market Value of the shares of Stock may be determined by the
Committee by reference to the average market value determined over a period
certain or as of specified dates, to a tender offer price for the shares of
Stock (if settlement of an award is triggered by such an event) or to any other
reasonable measure of fair market value.

         (j) "Option" means a non-qualified stock option or an incentive stock
option.

         (k) "Over 10% Owner" means an individual who at the time an incentive
stock option is granted owns Stock possessing more than 10% of the total
combined voting power of the Company or one of its Subsidiaries, determined by
applying the attribution rules of Code Section 424(d).

         (l) "Participant" means an individual who receives a Stock Incentive
hereunder.

         (m) "Performance Unit Award" refers to a performance unit award as
described in Section 3.6.

         (n) "Phantom Shares" refers to the rights described in Section 3.7.

         (o) "Plan" means the Future Networks, Inc. 1999 Stock Incentive Plan.



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         (p) "Stock" means the Company's common stock.

         (q) "Stock Appreciation Right" means a stock appreciation right
described in Section 3.3.

         (r) "Stock Award" means a stock award described in Section 3.4.

         (s) "Stock Incentive Agreement" means an agreement between the Company
and a Participant or other documentation evidencing an award of a Stock
Incentive.

         (t) "Stock Incentive Program" means a written program established by
the Committee, pursuant to which Stock Incentives are awarded under the Plan
under uniform terms, conditions and restrictions set forth in such written
program.

         (u) "Stock Incentives" means, collectively, Dividend Equivalent Rights,
Incentive Stock Options, Non-Qualified Stock Options, Phantom Shares, Stock
Appreciation Rights and Stock Awards.

         (v) "Subsidiary" means any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company if, with respect to
Incentive Stock Options, at the time of the granting of the Option, each of the
corporations other than the last corporation in the unbroken chain owns stock
possessing 50% or more of the total combined voting power of all classes of
stock in one of the other corporations in the chain.

         (w) "Termination of Employment" means the termination of the
employee-employer relationship between a Participant and the Company and its
Affiliates, regardless of whether severance or similar payments are made to the
Participant for any reason, including, but not by way of limitation, a
termination by resignation, discharge, death, Disability or retirement. The
Committee will, in its absolute discretion, determine the effect of all matters
and questions relating to a Termination of Employment, including, but not by way
of limitation, the question of whether a leave of absence constitutes a
Termination of Employment.


                       SECTION 2 THE STOCK INCENTIVE PLAN

         2.1 Purpose of the Plan. The Plan is intended to (a) provide incentive
to officers, employees and directors of the Company and its Affiliates to
stimulate their efforts toward the continued success of the Company and to
operate and manage the business in a manner that will provide for the long-term
growth and profitability of the Company; (b) encourage stock ownership by
officers and employees by providing them with a means to acquire a proprietary
interest in the Company, acquire shares of Stock, or to receive compensation
which is based upon appreciation in the value of Stock; and (c) provide a means
of obtaining, rewarding and retaining key personnel and consultants.



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     2.2 Stock Subject to the Plan. Subject to adjustment in accordance with
Section 5.2, 5,000,000 shares of Stock (the "Maximum Plan Shares") are hereby
reserved exclusively for issuance pursuant to Stock Incentives. At such time as
the Company becomes subject to Section 16 of the Exchange Act, at no time may
the Company have outstanding under the Plan Stock Incentives subject to Section
16 of the Exchange Act and shares of Stock issued in respect of Stock Incentives
under the Plan in excess of the Maximum Plan Shares. The shares of Stock
attributable to the nonvested, unpaid, unexercised, unconverted or otherwise
unsettled portion of any Stock Incentive that is forfeited or cancelled or
expires or terminates for any reason without becoming vested, paid, exercised,
converted or otherwise settled in full will again be available for purposes of
the Plan.

     2.3 Administration of the Plan. The Plan is administered by the Committee.
The Committee has full authority in its discretion to determine the officers and
employees of the Company or its Affiliates to whom Stock Incentives will be
granted and the terms and provisions of Stock Incentives, subject to the Plan.
Subject to the provisions of the Plan, the Committee has full and conclusive
authority to interpret the Plan; to prescribe, amend and rescind rules and
regulations relating to the Plan; to determine the terms and provisions of the
respective Stock Incentive Agreements and to make all other determinations
necessary or advisable for the proper administration of the Plan. The
Committee's determinations under the Plan need not be uniform and may be made by
it selectively among persons who receive, or are eligible to receive, awards
under the Plan (whether or not such persons are similarly situated). The
Committee's decisions are final and binding on all Participants.

     2.4 Eligibility and Limits. Stock Incentives may be granted only to
officers, employees directors and consultants of the Company, or any Affiliate
of the Company; provided, however, that an incentive stock option may only be
granted to an employee of the Company or any Subsidiary. In the case of
incentive stock options, the aggregate Fair Market Value (determined as at the
date an incentive stock option is granted) of Stock with respect to which stock
options intended to meet the requirements of Code Section 422 become exercisable
for the first time by an individual during any calendar year under all plans of
the Company and its Subsidiaries may not exceed $100,000; provided further, that
if the limitation is exceeded, the incentive stock option(s) which cause the
limitation to be exceeded will be treated as non-qualified stock option(s).


                       SECTION 3 TERMS OF STOCK INCENTIVES

     3.1 Terms and Conditions of All Stock Incentives.

         (a) The number of shares of Stock as to which a Stock Incentive may be
granted will be determined by the Committee in its sole discretion, subject to
the provisions of Section 2.2 as to the total number of shares available for
grants under the Plan and subject to the limits on Options and Stock
Appreciation Rights in the following sentence. To the extent required under
Section 162(m) of the Code and the regulations thereunder for compensation to be
treated as qualified performance-based compensation, the maximum number of
shares of


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Stock with respect to which Options or Stock Appreciation Rights may be granted
during any one year period to any employee may not exceed 5,000,000.

         (b) Each Stock Incentive will either be evidenced by a Stock Incentive
Agreement in such form and containing such terms, conditions and restrictions as
the Committee may determine to be appropriate, or be made subject to the terms
of a Stock Incentive Program, containing such terms, conditions and restrictions
as the Committee may determine to be appropriate. Each Stock Incentive Agreement
or Stock Incentive Program is subject to the terms of the Plan and any
provisions contained in the Stock Incentive Agreement or Stock Incentive Program
that are inconsistent with the Plan are null and void.

         (c) The date a Stock Incentive is granted will be the date on which the
Committee has approved the terms and conditions of the Stock Incentive and has
determined the recipient of the Stock Incentive and the number of shares covered
by the Stock Incentive, and has taken all such other actions necessary to
complete the grant of the Stock Incentive.

         (d) Any Stock Incentive may be granted in connection with all or any
portion of a previously or contemporaneously granted Stock Incentive. Exercise
or vesting of a Stock Incentive granted in connection with another Stock
Incentive may result in a pro rata surrender or cancellation of any related
Stock Incentive, as specified in the applicable Stock Incentive Agreement or
Stock Incentive Program.

         (e) Unless, except as to incentive stock options, otherwise permitted
by the Committee, Stock Incentives are not transferable or assignable except by
will or by the laws of descent and distribution and are exercisable, during the
Participant's lifetime, only by the Participant; or in the event of the
Disability of the Participant, by the legal representative of the Participant;
or in the event of death of the Participant, by the legal representative of the
Participant's estate or if no legal representative has been appointed, by the
successor in interest determined under the Participant's will.

     3.2 Terms and Conditions of Options. Each Option granted under the Plan
must be evidenced by a Stock Incentive Agreement. At the time any Option is
granted, the Committee will determine whether the Option is to be an incentive
stock option described in Code Section 422 or a non-qualified stock option, and
the Option must be clearly identified as to its status as an incentive stock
option or a non-qualified stock option. Incentive stock options may only be
granted to employees of the Company or any Subsidiary. At the time any incentive
stock option granted under the Plan is exercised, the Company will be entitled
to legend the certificates representing the shares of Stock purchased pursuant
to the Option to clearly identify them as representing the shares purchased upon
the exercise of an incentive stock option. An incentive stock option may only be
granted within ten (10) years from the earlier of the date the Plan is adopted
or approved by the Company's stockholders.

         (a) Option Price. Subject to adjustment in accordance with Section
5.2 and the other provisions of this Section 3.2, the exercise price (the
"Exercise Price") per share of Stock purchasable under any Option must be as set
forth in the applicable Stock Incentive Agreement, but in no event may it be
less than the Fair Market Value on the date the Option is



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granted with respect to an incentive stock option. With respect to each grant of
an incentive stock option to a Participant who is an Over 10% Owner, the
Exercise Price may not be less than 110% of the Fair Market Value on the date
the Option is granted.

         (b) Option Term. Any incentive stock option granted to a Participant
who is not an Over 10% Owner is not exercisable after the expiration of ten (10)
years after the date the Option is granted. Any incentive stock option granted
to an Over 10% Owner is not exercisable after the expiration of five (5) years
after the date the Option is granted. The term of any non-qualified stock option
must be as specified in the applicable Stock Incentive Agreement.

         (c) Payment. Payment for all shares of Stock purchased pursuant to
exercise of an Option will be made in any form or manner authorized by the
Committee in the Stock Incentive Agreement or by amendment thereto, including,
but not limited to, cash or, if the Stock Incentive Agreement provides:

             (i) by delivery to the Company of a number of shares of Stock which
have been owned by the holder for at least six (6) months prior to the date of
exercise having an aggregate Fair Market Value of not less than the product of
the Exercise Price multiplied by the number of shares the Participant intends to
purchase upon exercise of the Option on the date of delivery;

             (ii) in a cashless exercise through a broker; or

             (iii) by having a number of shares of Stock withheld, the Fair
Market Value of which as of the date of exercise is sufficient to satisfy the
Exercise Price.

In its discretion, the Committee also may authorize (at the time an Option is
granted or thereafter) Company financing to assist the Participant as to payment
of the Exercise Price on such terms as may be offered by the Committee in its
discretion. Payment must be made at the time that the Option or any part thereof
is exercised, and no shares may be issued or delivered upon exercise of an
option until full payment has been made by the Participant. The holder of an
Option, as such, has none of the rights of a stockholder.

         (d) Conditions to the Exercise of an Option. Each Option granted
under the Plan is exercisable by whom, at such time or times, or upon the
occurrence of such event or events, and in such amounts, as the Committee
specifies in the Stock Incentive Agreement; provided, however, that subsequent
to the grant of an Option, the Committee, at any time before complete
termination of such Option, may accelerate the time or times at which such
Option may be exercised in whole or in part, including, without limitation, upon
a Change in Control and may permit the Participant or any other designated
person to exercise the Option, or any portion thereof, for all or part of the
remaining Option term, notwithstanding any provision of the Stock Incentive
Agreement to the contrary.

         (e) Termination of Incentive Stock Option. With respect to an incentive
stock option, in the event of Termination of Employment of a Participant, the
Option or portion thereof held by the Participant which is unexercised will
expire, terminate, and become unexercisable no




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later than the expiration of three (3) months after the date of Termination of
Employment; provided, however, that in the case of a holder whose Termination of
Employment is due to death or Disability, one (1) year will be substituted for
such three (3) month period; provided, further that such time limits may be
exceeded by the Committee under the terms of the grant, in which case, the
incentive stock option will be a nonqualified option if it is exercised after
the time limits that would otherwise apply. For purposes of this Subsection (e),
Termination of Employment of the Participant will not be deemed to have occurred
if the Participant is employed by another corporation (or a parent or subsidiary
corporation of such other corporation) which has assumed the incentive stock
option of the Participant in a transaction to which Code Section 424(a) is
applicable.

         (f) Special Provisions for Certain Substitute Options. Notwithstanding
anything to the contrary in this Section 3.2, any Option issued in substitution
for an option previously issued by another entity, which substitution occurs in
connection with a transaction to which Code Section 424(a) is applicable, may
provide for an exercise price computed in accordance with such Code Section and
the regulations thereunder and may contain such other terms and conditions as
the Committee may prescribe to cause such substitute Option to contain as nearly
as possible the same terms and conditions (including the applicable vesting and
termination provisions) as those contained in the previously issued option being
replaced thereby.

     3.3 Terms and Conditions of Stock Appreciation Rights. Each Stock
Appreciation Right granted under the Plan must be evidenced by a Stock Incentive
Agreement. A Stock Appreciation Right entitles the Participant to receive the
excess of (1) the Fair Market Value of a specified or determinable number of
shares of the Stock at the time of payment or exercise over (2) a specified or
determinable price which, in the case of a Stock Appreciation Right granted in
connection with an Option, may not be less than the Exercise Price for that
number of shares subject to that Option. A Stock Appreciation Right granted in
connection with a Stock Incentive may only be exercised to the extent that the
related Stock Incentive has not been exercised, paid or otherwise settled.

         (a) Settlement. Upon settlement of a Stock Appreciation Right, the
Company must pay to the Participant the appreciation in cash or shares of Stock
(valued at the aggregate Fair Market Value on the date of payment or exercise)
as provided in the Stock Incentive Agreement or, in the absence of such
provision, as the Committee may determine.

         (b) Conditions to Exercise. Each Stock Appreciation Right granted under
the Plan is exercisable or payable at such time or times, or upon the occurrence
of such event or events, and in such amounts, as the Committee specifies in the
Stock Incentive Agreement; provided, however, that subsequent to the grant of a
Stock Appreciation Right, the Committee, at any time before complete termination
of such Stock Appreciation Right, may accelerate the time or times at which such
Stock Appreciation Right may be exercised or paid in whole or in part.

     3.4 Terms and Conditions of Stock Awards. The number of shares of Stock
subject to a Stock Award and restrictions or conditions on such shares, if any,
will be as the Committee determines, and the certificate for such shares will
bear evidence of any restrictions or



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conditions. Subsequent to the date of the grant of the Stock Award, the
Committee has the power to permit, in its discretion, an acceleration of the
expiration of an applicable restriction period with respect to any part or all
of the shares awarded to a Participant. The Committee may require a cash payment
from the Participant in an amount no greater than the aggregate Fair Market
Value of the shares of Stock awarded determined at the date of grant in exchange
for the grant of a Stock Award or may grant a Stock Award without the
requirement of a cash payment.

     3.5 Terms and Conditions of Dividend Equivalent Rights. A Dividend
Equivalent Right entitles the Participant to receive payments from the Company
in an amount determined by reference to any cash dividends paid on a specified
number of shares of Stock to Company stockholders of record during the period
such rights are effective. The Committee may impose such restrictions and
conditions on any Dividend Equivalent Right as the Committee in its discretion
shall determine, including the date any such right shall terminate and may
reserve the right to terminate, amend or suspend any such right at any time.

         (a) Payment. Payment in respect of a Dividend Equivalent Right may be
made by the Company in cash or shares of Stock (valued at Fair Market Value on
the date of payment) as provided in the Stock Incentive Agreement or Stock
Incentive Program, or, in the absence of such provision, as the Committee may
determine.

         (b) Conditions to Payment. Each Dividend Equivalent Right granted under
the Plan is payable at such time or times, or upon the occurrence of such event
or events, and in such amounts, as the Committee specifies in the applicable
Stock Incentive Agreement or Stock Incentive Program; provided, however, that
subsequent to the grant of a Dividend Equivalent Right, the Committee, at any
time before complete termination of such Dividend Equivalent Right, may
accelerate the time or times at which such Dividend Equivalent Right may be paid
in whole or in part.

     3.6 Terms and Conditions of Performance Unit Awards. A Performance Unit
Award shall entitle the Participant to receive, at a specified future date,
payment of an amount equal to all or a portion of the value of a specified or
determinable number of units (stated in terms of a designated or determinable
dollar amount per unit) granted by the Committee. At the time of the grant, the
Committee must determine the base value of each unit, the number of units
subject to a Performance Unit Award, the performance factors applicable to the
determination of the ultimate payment value of the Performance Unit Award and
the period over which Company performance shall be measured. The Committee may
provide for an alternate base value for each unit under certain specified
conditions.

         (a) Payment. Payment in respect of Performance Unit Awards may be made
by the Company in cash or shares of Stock (valued at Fair Market Value on the
date of payment) as provided in the applicable Stock Incentive Agreement or
Stock Incentive Program or, in the absence of such provision, as the Committee
may determine.

         (b) Conditions to Payment. Each Performance Unit Award granted under
the Plan shall be payable at such time or times, or upon the occurrence of such
event or events, and in such amounts, as the Committee may specify in the
applicable Stock Incentive Agreement or



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Stock Incentive Program; provided, however, that subsequent to the grant of a
Performance Unit Award, the Committee, at any time before complete termination
of such Performance Unit Award, may accelerate the time or times at which such
Performance Unit Award may be paid in whole or in part.

     3.7 Terms and Conditions of Phantom Shares. Phantom Shares shall entitle
the Participant to receive, at a specified future date, payment of an amount
equal to all or a portion of the Fair Market Value of a specified number of
shares of Stock at the end of a specified period. At the time of the grant, the
Committee will determine the factors which will govern the portion of the rights
so payable, including, at the discretion of the Committee, any performance
criteria that must be satisfied as a condition to payment. Phantom Share awards
containing performance criteria may be designated as Performance Share Awards.

         (a) Payment. Payment in respect of Phantom Shares may be made by the
Company in cash or shares of Stock (valued at Fair Market Value on the date of
payment) as provided in the applicable Stock Incentive Agreement or Stock
Incentive Program, or, in the absence of such provision, as the Committee may
determine.

         (b) Conditions to Payment. Each Phantom Share granted under the Plan is
payable at such time or times, or upon the occurrence of such event or events,
and in such amounts, as the Committee may specify in the applicable Stock
Incentive Agreement or Stock Incentive Program; provided, however, that
subsequent to the grant of a Phantom Share, the Committee, at any time before
complete termination of such Phantom Share, may accelerate the time or times at
which such Phantom Share may be paid in whole or in part.

     3.8 Treatment of Awards Upon Termination of Employment. Except as otherwise
provided by Plan Section 3.2(e), any award under this Plan to a Participant who
has experienced a Termination of Employment may be cancelled, accelerated, paid
or continued, as provided in the applicable Stock Incentive Agreement or Stock
Incentive Program, or, in the absence of such provision, as the Committee may
determine. The portion of any award exercisable in the event of continuation or
the amount of any payment due under a continued award may be adjusted by the
Committee to reflect the Participant's period of service from the date of grant
through the date of the Participant's Termination of Employment or such other
factors as the Committee determines are relevant to its decision to continue the
award.


                         SECTION 4 RESTRICTIONS ON STOCK

     4.1 Escrow of Shares. Any certificates representing the shares of Stock
issued under the Plan will be issued in the Participant's name, but, if the
applicable Stock Incentive Agreement or Stock Incentive Program so provides, the
shares of Stock will be held by a custodian designated by the Committee (the
"Custodian"). Each applicable Stock Incentive Agreement or Stock Incentive
Program providing for transfer of shares of Stock to the Custodian must appoint
the Custodian as the attorney-in-fact for the Participant for the term specified
in the applicable Stock Incentive Agreement or Stock Incentive Program, with
full power and authority in the Participant's name, place and stead to transfer,
assign and convey to the Company any shares of



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Stock held by the Custodian for such Participant, if the Participant forfeits
the shares under the terms of the applicable Stock Incentive Agreement or Stock
Incentive Program. During the period that the Custodian holds the shares subject
to this Section, the Participant is entitled to all rights, except as provided
in the applicable Stock Incentive Agreement or Stock Incentive Program,
applicable to shares of Stock not so held. Any dividends declared on shares of
Stock held by the Custodian must as provided in the applicable Stock Incentive
Agreement or Stock Incentive Program, be paid directly to the Participant or, in
the alternative, be retained by the Custodian or by the Company until the
expiration of the term specified in the applicable Stock Incentive Agreement or
Stock Incentive Program and shall then be delivered, together with any proceeds,
with the shares of Stock to the Participant or to the Company, as applicable.

     4.2 Restrictions on Transfer. The Participant does not have the right to
make or permit to exist any disposition of the shares of Stock issued pursuant
to the Plan except as provided in the Plan or the applicable Stock Incentive
Agreement or Stock Incentive Program. Any disposition of the shares of Stock
issued under the Plan by the Participant not made in accordance with the Plan or
the applicable Stock Incentive Agreement or Stock Incentive Program will be
void. The Company will not recognize, or have the duty to recognize, any
disposition not made in accordance with the Plan and the applicable Stock
Incentive Agreement or Stock Incentive Program, and the shares so transferred
will continue to be bound by the Plan and the applicable Stock Incentive
Agreement or Stock Incentive Program.


                          SECTION 5 GENERAL PROVISIONS

     5.1 Withholding. The Company must deduct from all cash distributions under
the Plan any taxes required to be withheld by federal, state or local
government. Whenever the Company proposes or is required to issue or transfer
shares of Stock under the Plan or upon the vesting of any Stock Award, the
Company has the right to require the recipient to remit to the Company an amount
sufficient to satisfy any federal, state and local withholding tax requirements
prior to the delivery of any certificate or certificates for such shares or the
vesting of such Stock Award. A Participant may pay the withholding tax in cash,
or, if the applicable Stock Incentive Agreement or Stock Incentive Program
provides, a Participant may elect to have the number of shares of Stock he is to
receive reduced by, or with respect to a Stock Award, tender back to the
Company, the smallest number of whole shares of Stock which, when multiplied by
the Fair Market Value of the shares of Stock determined as of the Tax Date
(defined below), is sufficient to satisfy federal, state and local, if any,
withholding taxes arising from exercise or payment of a Stock Incentive (a
"Withholding Election"). A Participant may make a Withholding Election only if
both of the following conditions are met:

         (a) The Withholding Election must be made on or prior to the date
on which the amount of tax required to be withheld is determined (the "Tax
Date") by executing and delivering to the Company a properly completed notice of
Withholding Election as prescribed by the Committee; and




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<PAGE>   14

         (b) Any Withholding Election made will be irrevocable except on six
months advance written notice delivered to the Company; however, the Committee
may in its sole discretion disapprove and give no effect to the Withholding
Election.

     5.2 Changes in Capitalization; Merger; Liquidation.

         (a) The number of shares of Stock reserved for the grant of Options,
Dividend Equivalent Rights, Performance Unit Awards, Phantom Shares, Stock
Appreciation Rights and Stock Awards; the number of shares of Stock reserved for
issuance upon the exercise or payment, as applicable, of each outstanding
Option, Dividend Equivalent Right, Performance Unit Award Phantom Share and
Stock Appreciation Right and upon vesting or grant, as applicable, of each Stock
Award; the Exercise Price of each outstanding Option and the specified number of
shares of Stock to which each outstanding Dividend Equivalent Right, Performance
Unit Award, Phantom Share and Stock Appreciation Right pertains must be
proportionately adjusted for any increase or decrease in the number of issued
shares of Stock resulting from a subdivision or combination of shares or the
payment of a stock dividend in shares of Stock to holders of outstanding shares
of Stock or any other increase or decrease in the number of shares of Stock
outstanding effected without receipt of consideration by the Company.

         (b) In the event of a merger, consolidation or other reorganization of
the Company or tender offer for shares of Stock, the Committee may make such
adjustments with respect to awards and take such other action as it deems
necessary or appropriate to reflect such merger, consolidation, reorganization
or tender offer, including, without limitation, the substitution of new awards,
or the adjustment of outstanding awards, the acceleration of awards, the removal
of restrictions on outstanding awards, or the termination of outstanding awards
in exchange for the cash value determined in good faith by the Committee of the
vested portion of the award. Any adjustment pursuant to this Section 5.2 may
provide, in the Committee's discretion, for the elimination without payment
therefor of any fractional shares that might otherwise become subject to any
Stock Incentive, but except as set forth in this Section may not otherwise
diminish the then value of the Stock Incentive.

         (c) The existence of the Plan and the Stock Incentives granted
pursuant to the Plan must not affect in any way the right or power of the
Company to make or authorize any adjustment, reclassification, reorganization or
other change in its capital or business structure, any merger or consolidation
of the Company, any issue of debt or equity securities having preferences or
priorities as to the Stock or the rights thereof, the dissolution or liquidation
of the Company, any sale or transfer of all or any part of its business or
assets, or any other corporate act or proceeding.

     5.3 Cash Awards. The Committee may, at any time and in its discretion,
grant to any holder of a Stock Incentive the right to receive, at such times and
in such amounts as determined by the Committee in its discretion, a cash amount
which is intended to reimburse such person for all or a portion of the federal,
state and local income taxes imposed upon such person as a consequence of the
receipt of the Stock Incentive or the exercise of rights thereunder.



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<PAGE>   15

     5.4 Compliance with Code. All incentive stock options to be granted
hereunder are intended to comply with Code Section 422, and all provisions of
the Plan and all incentive stock options granted hereunder must be construed in
such manner as to effectuate that intent.

     5.5 Right to Terminate Employment. Nothing in the Plan or in any Stock
Incentive Agreement confers upon any Participant the right to continue as an
employee or officer of the Company or any of its Affiliates or affect the right
of the Company or any of its Affiliates to terminate the Participant's
employment at any time.

     5.6 Non-alienation of Benefits. Other than as specifically provided with
regard to the death of a Participant, no benefit under the Plan may be subject
in any manner to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance or charge; and any attempt to do so shall be void. No such benefit
may, prior to receipt by the Participant, be in any manner liable for or subject
to the debts, contracts, liabilities, engagements or torts of the Participant.

     5.7 Restrictions on Delivery and Sale of Shares; Legends. Each Stock
Incentive is subject to the condition that if at any time the Committee, in its
discretion, shall determine that the listing, registration or qualification of
the shares covered by such Stock Incentive upon any securities exchange or under
any state or federal law is necessary or desirable as a condition of or in
connection with the granting of such Stock Incentive or the purchase or delivery
of shares thereunder, the delivery of any or all shares pursuant to such Stock
Incentive may be withheld unless and until such listing, registration or
qualification shall have been effected. If a registration statement is not in
effect under the Securities Act of 1933 or any applicable state securities laws
with respect to the shares of Stock purchasable or otherwise deliverable under
Stock Incentives then outstanding, the Committee may require, as a condition of
exercise of any Option or as a condition to any other delivery of Stock pursuant
to a Stock Incentive, that the Participant or other recipient of a Stock
Incentive represent, in writing, that the shares received pursuant to the Stock
Incentive are being acquired for investment and not with a view to distribution
and agree that the shares will not be disposed of except pursuant to an
effective registration statement, unless the Company shall have received an
opinion of counsel that such disposition is exempt from such requirement under
the Securities Act of 1933 and any applicable state securities laws. The Company
may include on certificates representing shares delivered pursuant to a Stock
Incentive such legends referring to the foregoing representations or
restrictions or any other applicable restrictions on resale as the Company, in
its discretion, shall deem appropriate.

     5.8 Listing and Legal Compliance. The Committee may suspend the exercise or
payment of any Stock Incentive so long as it determines that securities exchange
listing or registration or qualification under any securities laws is required
in connection therewith and has not been completed on terms acceptable to the
Committee.

     5.9 Termination and Amendment of the Plan. The Board of Directors at any
time may amend or terminate the Plan without stockholder approval; provided,
however, that the Board of Directors may condition any amendment on the approval
of stockholders of the Company if such approval is necessary or advisable with
respect to tax, securities or other



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<PAGE>   16

applicable laws. No such termination or amendment without the consent of the
holder of a Stock Incentive may adversely affect the rights of the Participant
under such Stock Incentive.

     5.10 Stockholder Approval. The Plan must be submitted to the stockholders
of the Company for their approval within twelve (12) months before or after the
adoption of the Plan by the Board of Directors of the Company. If such approval
is not obtained, any Stock Incentive granted hereunder will be void.

     5.11 Choice of Law. The laws of the State of Delaware govern the Plan, to
the extent not preempted by federal law, without reference to the principles of
conflict of laws.

     5.12 Effective Date of Plan. This Plan was approved by the Board of
Directors as of _________, 1999, and shall become effective upon its approval by
the Company's shareholders.


                                         FUTURE NETWORKS, INC.



                                         By:
                                            ------------------------------------

                                         Title:
                                               ---------------------------------




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