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                                                                   EXHIBIT 10.21


                              INTELLON CORPORATION
                          2000 EMPLOYEE INCENTIVE PLAN


1.       BACKGROUND AND PURPOSE

         Intellon Corporation (the "Corporation") hereby establishes the
Intellon Corporation 2000 Employee Incentive Plan (the "Plan"). The purpose of
this Plan is to enable the Corporation to attract and retain key employees and
consultants to provide them with an incentive to maintain and enhance the
Corporation's long-term performance record. It is intended that this purpose
will best be achieved by granting eligible employees incentive stock options
("ISOs"), eligible employees and consultants non-qualified stock options
("NQSOs"), and eligible employees and consultants restricted stock grants under
this Plan pursuant to the rules set forth in Sections 83, 162(m), 421 and 422 of
the Internal Revenue Code of 1986, as amended (the "Code").

2.       ADMINISTRATION

         The Plan shall be administered by a Committee of the Corporation's
Board of Directors (the "Committee"). This Committee shall consist of at least
two members of the Corporation's Board of Directors (the "Board") each of whom
shall, unless the Board determines otherwise, meet the requirements for a
"Non-Employee Director" as set forth in Rule 16b-3(b)(3) or any successor
provision, promulgated pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and the requirements for an "outside director" as
set forth in Code Section 162(m) and the regulations thereunder. Subject to the
provisions of the Plan, the Committee shall possess the authority, in its
discretion, (a) to determine the key employees of the Corporation to whom, and
the time or times at which, ISOs, NQSOs (ISOs and NQSOs are collectively
referred to as "options"), and restricted stock grants (all three types of
grants are collectively referred to as "awards") shall be granted; (b) to
determine at the time of grant whether an award will be an ISO, a NQSO, a
restricted stock grant or a combination of these awards and the number of shares
to be subject to each award; (c) to prescribe the form of the award agreements
and any appropriate terms and conditions applicable to the awards and to make
any amendments to such agreements or awards; (d) to interpret the Plan; (e) to
make and amend rules and regulations relating to the Plan; and (f) to make all
other determinations necessary or advisable for the administration of the Plan.
The Committee's determinations shall be conclusive and binding. No member of the
Committee shall be liable for any action taken or decision made in good faith
relating to the Plan or any award granted hereunder.

3.       ELIGIBLE RECIPIENTS

         Awards of ISOs may be granted under the Plan only to key employees of
the Corporation and its subsidiaries (which shall include all corporations of
which greater than fifty percent (50%) of the voting stock is owned by the
Corporation directly or through one or more corporations of which greater than
fifty percent (50%) of the voting stock is so owned and which are consolidated
with the Corporation for purposes of financial reporting), and awards of NQSOs
and restricted stock awards may be granted under the Plan only to key employees
and consultants of the Corporation and its subsidiaries (which shall include all
corporations of which greater than fifty percent (50%) of the voting stock is
owned by the Corporation directly or through one or more corporations of which
greater than fifty percent (50%) of the voting stock is so owned and which are
consolidated with the Corporation for purposes of financial reporting), which
key employees and consultants have the capability of making a substantial
contribution to the success of the Corporation and its subsidiaries.


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4.       SHARES AVAILABLE

         The total number of shares of the Corporation's Common Stock (par value
of $.01 per share) available in the aggregate for awards under this Plan at any
time is equal to: (i) the number of shares available for the grant of options
under the Corporation's Amended and Restated Incentive Plan on the closing date
of the Corporation's initial public offering of its Common Stock (the "Maximum
Share Amount"), which Maximum Share Amount (ii) shall be increased (x) on
January 1, 2001 by that number of shares of Common Stock that is equal to four
percent (4%) of the issued and outstanding shares of Common Stock on January 1,
2001, (y) on January 1, 2002 by that number of shares of Common Stock that is
equal to four percent (4%) of the issued and outstanding shares of Common Stock
on January 1, 2002, and (z) on January 1, 2003 by that number of shares of
Common Stock that is equal to four percent (4%) of the issued and outstanding
shares of Common Stock on January 1, 2003 (with each of January 1, 2001, January
1, 2002 and January 1, 2003 being referred to as a "Refreshment Date"), and
which Maximum Share Amount specifically excludes for purposes of such
calculation, among other things, treasury shares, shares issuable upon the
exercise of any option granted pursuant to this Plan, or under any other then
existing employee or director stock option or stock purchase plans, or any other
arrangement or contract, prior to the exercise of any such options, but which
Maximum Share Amount specifically includes the delivery to the recipient by any
such plans of certificates evidencing stock grants made under such plans, the
vesting in favor of any such recipients of any stock grants made under such
plans, or other indefeasible distribution of any stock under such other
arrangements, contracts or plans with respect to the Company's employees or
directors as are approved by the Company's Board of Directors; provided, that
the maximum number of shares of Common Stock which can be added to the Plan on a
Refreshment Date shall not exceed 2,500,000 shares, which number of shares shall
be subject to adjustment in accordance with Section 10 of the Plan; and provided
further, that once the Maximum Share Amount is increased it shall not be reduced
in connection with any decrease in the number of issued and outstanding shares
of the Common Stock occurring after such increase (other than as a result of an
adjustment made pursuant to , contemplated by , or as provided in Section 10 of
the Plan). The Maximum Share Amount shall be subject to substitution or
adjustment as provided in Section 10 of the Plan. Shares to be granted or issued
under the Plan may be authorized and unissued shares or may be treasury shares.

         The total number of shares of the Corporation's Common Stock available
in the aggregate for grants under this Plan with respect to which ISOs may be
granted shall not exceed 8,000,000 shares of the Corporation's Common Stock
(subject to substitution or adjustment as provided in Section 10 under this
Plan).

         If an award expires, terminates or is canceled without being exercised
or becoming vested, new awards may thereafter be granted under the Plan covering
such shares unless Rule 16b-3 provides otherwise. No award may be granted more
than 10 years after the effective date of the Plan, other than ISOs which may
not be granted more than 10 years after the date the Plan is adopted or more
than 10 years after the date the Plan is approved by stockholders, whichever is
earlier.

         The total number of shares with respect to which ISO or NQSO awards in
the aggregate may be granted to any one employee may not exceed 500,000 shares
per calendar year (subject to substitution or adjustment as provided in Section
10).

5.       TERMS AND CONDITIONS OF ISOS


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         Each ISO granted under the Plan shall be evidenced by an ISO option
agreement in such form as the Committee shall approve from time to time, which
agreement shall conform with this Plan and contain the following terms and
conditions:

         (a)      Exercise Price. The exercise price under each option shall be
                  equal to or greater than the fair market value of the Common
                  Stock at the time such option is granted. If an option is
                  granted to an employee who at the time of grant owns stock
                  possessing more than ten percent of the total combined voting
                  power of all classes of stock of the Corporation (a
                  "10-percent Shareholder"), the purchase price shall be at
                  least 110 percent of the fair market value of the stock
                  subject to the option.

         (b)      Duration of Option. The Committee shall establish a period
                  within which the option must be exercised provided that each
                  option by its terms shall not be exercisable after the
                  expiration of ten years from the date such option is granted.
                  In the case of an option granted to a 10-percent Shareholder,
                  the option by its terms shall not be exercisable after the
                  expiration of five years from the date such option is granted.
                  Any option that remains unexercised after the latest date it
                  could have been exercised under any provision of this Plan
                  shall be forfeited as of such date.

         (c)      Options Nontransferable. Each option by its terms shall not be
                  transferable by the participant otherwise than by will or the
                  laws of descent and distribution and shall be exercisable,
                  during the participant's lifetime, only by the participant,
                  the participant's guardian or the participant's legal
                  representative.

         (d)      Exercise Terms. Each option granted under the Plan shall
                  become exercisable at such time and upon the attainment of
                  such goals as may be specified by the Committee at the time of
                  grant, which conditions may vary from one grant to another.
                  Options may be partially exercised from time to time during
                  the period extending from the time they first become
                  exercisable until a date established by the Committee which
                  shall not extend beyond the tenth anniversary (fifth
                  anniversary for a 10-percent Shareholder) of the date of
                  grant.

                  No outstanding option may be exercised by any person if the
                  employee to whom the option is granted is, or at any time
                  after the date of grant has been, engaged, directly or
                  indirectly in conduct that competes with the Corporation or
                  any affiliated company. The Committee has the sole discretion
                  to determine whether an employee's actions constitute
                  competition with the Corporation or any affiliated company.
                  The Committee may impose such other terms and conditions on
                  the exercise of options as it deems appropriate to serve the
                  purposes for which this Plan has been established.

         (e)      Maximum Value of ISO Shares. No ISO shall be granted to an
                  employee under this Plan or any other ISO plan of the
                  Corporation or its subsidiaries to purchase shares as to which
                  the aggregate fair market value (determined as of the date of
                  grant) of the Common Stock which first become exercisable by
                  the employee in any calendar year exceeds $100,000.

         (f)      Payment of Exercise Price. An option shall be exercised upon
                  written notice to the Corporation accompanied by payment in
                  full for the shares being acquired. The payment shall be made
                  in cash, by check or, if the option agreement so permits, by
                  delivery of shares of Common Stock of the Corporation
                  beneficially owned by the participant, duly assigned to the
                  Corporation with the assignment


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                  guaranteed by a bank, trust company or member firm of the New
                  York Stock Exchange, or by a combination of the foregoing. Any
                  such shares so delivered shall be deemed to have a value per
                  share equal to the fair market value of the shares on such
                  date and must have been held by the participant for more than
                  six months.

6.       TERMS AND CONDITIONS FOR NQSOS

         Each NQSO granted under the Plan shall be evidenced by a NQSO option
agreement in such form as the Committee shall approve from time to time, which
agreement shall conform to this Plan and contain the same terms and conditions
as the ISO option agreement except that:

         (a)      Exercise Price. The Committee may grant a NQSO having an
                  exercise price that is less than, equal to or greater than the
                  fair market value of the Corporation's Common Stock at the
                  time the option is granted; however, the exercise price of a
                  NQSO that is intended to qualify as "performance-based
                  compensation" under Code Section 162(m) shall equal the fair
                  market value of the Corporation's Common Stock on the date of
                  grant;

         (b)      Percentage Restriction Not Applicable. The 10-percent
                  Shareholder restrictions in Sections 5(a), 5(b) and 5(d) and
                  the maximum value of share rules of Section 5(e) shall not
                  apply to NQSO grants;

         (c)      Duration of Option. The Committee shall establish a period
                  within which the option must be exercised and the requirement
                  in Sections 5(b) and 5(d) that the each option by its terms
                  must be exercised within ten years from the date such option
                  is granted (five years for 10-percent Shareholders) shall not
                  apply;

         (d)      Option Transfer. A NQSO may be transferred, to the extent
                  permitted under the option agreement or any administrative
                  procedure adopted by the Committee, by gift to family members
                  or entities beneficially owned by family members or other
                  permitted transferees, in which case the option may be
                  exercised by the participant's permitted transferee under this
                  section;

         (e)      Exercise Terms. Each option granted under the Plan shall
                  become exercisable at such time and upon the attainment of
                  such goals as may be specified by the Committee at the time of
                  grant, which conditions may vary from one grant to another.
                  Options may be partially exercised from time to time during
                  the period extending from the time they first become
                  exercisable until the expiration date of the option.

                  No outstanding option may be exercised by any person if the
                  recipient to whom the option is granted is, or at any time
                  after the date of grant has been, engaged, directly or
                  indirectly in conduct that competes with the Corporation or
                  any affiliated company. The Committee has the sole discretion
                  to determine whether a recipient's actions constitute
                  competition with the Corporation or any affiliated company.
                  The Committee may impose such other terms and conditions on
                  the exercise of options as it deems appropriate to serve the
                  purposes for which this Plan has been established.

         To the extent an option initially designated as an ISO exceeds the
value limit of Section 5(e), it shall be deemed a NQSO and shall otherwise
remain in full force and effect.

7.       TERMS AND CONDITIONS OF RESTRICTED STOCK GRANTS


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         The Committee may, evidenced by such written agreement as the Committee
shall from time to time prescribe, grant to an eligible employee or consultant a
specified number of shares of the Corporation's Common Stock which shall vest
only after the attainment of the relevant restrictions described below
("restricted stock"). Such restricted stock shall have an appropriate
restrictive legend affixed thereto. A restricted stock grant shall be subject to
the following conditions and restrictions:

         (a)      Restricted stock may not be sold or otherwise transferred by
                  the participant until ownership vests, provided however, to
                  the extent required for the restricted stock grant to be
                  exempt under Rule 16b-3 of the Exchange Act, the restricted
                  stock must be held by the participant for at least six months
                  following the date of vesting.

         (b)      Ownership shall vest only following satisfaction of one or
                  more of the following criteria as the Committee may prescribe:

                  (i)      the passage of an amount of time, as the Committee in
                           its discretion may provide, from the date of grant.

                  (ii)     the attainment of performance-based goals established
                           by the Committee as of the date of grant. The
                           Committee may establish such performance goals based
                           on one or more targets, including but not limited to
                           the following:

                           -        total shareholder return

                           -        earnings per share growth

                           -        cash flow growth

                           -        return on equity

                           -        sales growth

                           -        increased market penetration

                           -        customer growth

                  (iii)    any other conditions the Committee may prescribe,
                           including a non-compete requirement.

         (c)      Unless the Committee shall determine otherwise, the Committee
                  shall grant and administer all performance-based awards under
                  (b)(ii) above with the intent of meeting the criteria of Code
                  Section 162(m) for performance-based compensation. In order to
                  meet these criteria, the outcome of all targeted goals shall
                  be substantially uncertain on the date of grant; the goals
                  shall be established no later than 90 days following the
                  commencement of service to which the goals relate; the minimum
                  period for attaining each performance goal shall be one year;
                  and the Committee shall certify at the conclusion of the
                  performance period whether the performance-based goals have
                  been attained. Such certification may be made by noting the
                  attainment of the goals in the minutes of the Committee's
                  meetings. The maximum value of restricted stock awards that
                  may be granted to any participant in a calendar year shall not
                  exceed $10,000,000 (measured by the


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                  difference between the amount the participant must pay for the
                  restricted shares and the fair market value of the shares on
                  the date of the award).

          (d)     Except as otherwise determined by the Committee, all rights
                  and title to restricted stock granted to a participant under
                  the Plan shall terminate and be forfeited to the Corporation
                  upon failure to fulfill all conditions and restrictions
                  applicable to such restricted stock.

         (e)      Except for the restrictions set forth in this Plan and those
                  specified by the Committee in any restricted stock agreement,
                  a holder of restricted stock shall possess all the rights of a
                  holder of the Corporation's Common Stock, (including voting
                  and dividend rights); provided, however, that prior to
                  vesting, the certificates representing such shares of
                  restricted stock (and the amount of any dividends issued with
                  respect thereto) shall be held by the Corporation for the
                  benefit of the participant and the participant shall deliver
                  to the Corporation a stock power executed in blank covering
                  such shares. As the shares vest, certificates representing
                  such shares shall be released to the participant.

         (f)      All other provisions of the Plan not inconsistent with this
                  section shall apply to restricted stock or the holder thereof,
                  as appropriate, unless otherwise determined by the Committee.

8.       GENERAL RESTRICTION ON ISSUANCE OF STOCK CERTIFICATES

         The Corporation shall not be required to deliver any certificate upon
the grant, vesting or exercise of any award until it has been furnished with
such opinion, representation or other document as it may reasonably deem
necessary to ensure compliance with any law or regulation of the Securities and
Exchange Commission or any other governmental authority having jurisdiction
under this Plan. Certificates delivered upon such grant, vesting or exercise may
bear a legend restricting transfer absent such compliance. Each award shall be
subject to the requirement that, if at any time the Committee shall determine,
in its discretion, that the listing, registration or qualification of the shares
subject to such award upon any securities exchange or under any state or federal
law, or the consent or approval of any governmental regulatory body, is
necessary or desirable as a condition of, or in connection with, the granting of
such awards or the issue or purchase of shares thereunder, such awards may not
vest or be exercised in whole or in part unless such listing, registration,
qualification, consent or approval shall have been effected or obtained free of
any conditions not acceptable to the Committee in the exercise of its reasonable
judgment.

9.        IMPACT OF TERMINATION OF EMPLOYMENT

         (a)      If the employment of a participant terminates by reason of
                  death or permanent physical disability (as determined by the
                  Committee) at a time at which 40% or more of the participant's
                  award had vested, then all of such participant's unvested
                  awards shall become immediately vested and exercisable upon
                  the participant's termination date. If the employment of a
                  participant terminates by reason of death or permanent
                  physical disability (as determined by the Committee) at a time
                  at which less than 40% of the participant's award had vested,
                  then only such participant's vested awards shall be vested and
                  exercisable upon the participant's termination date. Any
                  vested portion of an option may be exercised by the
                  participant or, in the event of the participant's death, by
                  the participant's personal representative any time prior to
                  the earlier of the expiration date of the option or the
                  expiration of 12 months after the date of termination.


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         (b)      Reserved.

         (c)      Upon termination of a participant's employment for "cause,"
                  any vested option may not be exercised after termination of
                  employment and any unvested award shall be forfeited. For
                  purposes of this Section 9 and Section 16, "cause" shall mean
                  (i) the participant's theft or embezzlement, or attempted
                  theft or embezzlement, of money or property of the Corporation
                  or any affiliate, the participant's perpetration or attempted
                  perpetration of fraud, or the participant's participation in a
                  fraud or attempted fraud, on the Corporation or any affiliate,
                  or the participant's unauthorized appropriation of, or attempt
                  to misappropriate, any tangible or intangible assets or
                  property of the Corporation or any affiliate; (ii) any act or
                  acts of disloyalty, misconduct or moral turpitude by the
                  participant which the Board determines in good faith has been
                  or is likely to be demonstrably injurious to the interest,
                  property, operations, business or reputation of the
                  Corporation or any affiliate, or the participant's conviction
                  of a crime other than minor traffic violations or other
                  similar minor offenses; (iii) the participant's intentional
                  refusal or willful failure (other than by reason of disability
                  as determined in Section 9(a)) to carry out `instructions by
                  his superiors; or (iv) the participant's breach of any
                  confidentiality, non-solicitation or non-compete agreement
                  with the Corporation or any affiliate.

         (d)      Upon termination of a participant's employment for any reason
                  other than the events described in Sections 9(a) or (c) above,
                  any vested option that was exercisable immediately preceding
                  termination may be exercised at any time prior to the earlier
                  of the expiration date of the option or the expiration of
                  three months after the date of such termination. Any unvested
                  award shall be forfeited upon any such termination of the
                  participant's employment.

          (e)     Miscellaneous Termination Provisions

                  Notwithstanding the foregoing, the Committee has the authority
                  to prescribe different rules that apply upon the termination
                  of employment of a particular participant or group of
                  participants, which shall be memorialized in the participant's
                  original or amended award agreement or similar document.
                  Unless otherwise determined by the Committee, an authorized
                  leave of absence shall not constitute a termination of
                  employment for purposes of this Plan.

                  An option that remains unexercised after the latest date it
                  could have been exercised under any of the foregoing
                  provisions shall be forfeited.

10.      ADJUSTMENT OF SHARES

         In the event of any change in the Common Stock of the Corporation by
reason of any stock dividend, stock split, recapitalization, reorganization,
merger, consolidation, split-up, combination, or exchange of shares, or of any
similar change affecting the Common Stock, the number and kind of shares
authorized under Section 4, the number and kind of shares which thereafter are
subject to an award under the Plan and the number and kind of shares set forth
in options under outstanding agreements and unvested shares set forth in awards
under outstanding agreements and the price per share thereunder shall be
adjusted automatically consistent with such change to prevent substantial
dilution or enlargement of the rights granted to, or available for, participants
in the Plan.


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11.      WITHHOLDING TAXES

         A participant's benefits under the terms of this Plan shall be subject
to such federal, state and local income and employment tax withholdings as
benefits of this type are normally subject. Whenever the Corporation proposes or
is required to issue or transfer shares of Common Stock under the Plan, or
whenever restricted stock vests, the Corporation shall have the right to require
the recipient to remit to the Corporation an amount sufficient to satisfy any
federal, state and/or local income and employment withholding tax requirements
prior to the delivery of any certificate or certificates for such shares or to
take any other appropriate action to satisfy such withholding requirements.
Notwithstanding the foregoing, subject to such rules as the Committee may
promulgate and compliance with any requirements under Rule 16b-3, the recipient,
may satisfy such obligation in whole or in part by electing to have the
Corporation withhold shares of Common Stock from the shares to which the
recipient is otherwise entitled, provided that the amount of such withholding
shall not exceed the Corporation's statutory withholding requirements.

12.       NO EMPLOYMENT OR CONSULTANT RIGHTS

         The Plan and any awards granted under the Plan shall not confer upon
any participant any right with respect to continuance as an employee or
consultant of the Corporation or any subsidiary, nor shall they interfere in any
way with the right of the Corporation or any subsidiary to terminate the
participant's position as an employee or consultant at any time.

13.       RIGHTS AS A SHAREHOLDER

         The recipient of any option under the Plan shall have no rights as a
shareholder with respect thereto unless and until certificates for the
underlying shares of Common Stock are issued to the recipient. The recipient of
a restricted stock grant shall have all rights of a shareholder except as
otherwise limited by the terms of this Plan or award agreement.

14.       STOCKHOLDERS AGREEMENT

         The Board, in its discretion, may include provisions in the agreement
evidencing a recipient's award of an option or restricted stock grant under the
Plan that requires as a condition to a participant's exercise of any option or
receipt of a restricted stock grant that the participant must enter into a
Shareholders Agreement with the Corporation in form and substance acceptable to
the Board.

15.       AMENDMENT AND DISCONTINUANCE

         This Plan may be amended, modified or terminated by the Committee or by
the shareholders of the Corporation, except that the Committee may not, without
approval of a majority of the shareholders present in person or by proxy
entitled to vote thereon, increase the maximum number of shares as to which
awards may be granted under the Plan, increase the number of awards that may be
granted per year per participant, change the class of eligible persons, or
modify or terminate the Plan in a manner that requires shareholder approval
under applicable law, without obtaining such approval. Notwithstanding the
foregoing, to the extent permitted by law, the Committee may amend the Plan
without the approval of shareholders. Except as required by law, no amendment,
modification, or termination of the Plan may, without the written consent of a
participant to whom any award shall theretofore have been granted, adversely
affect the rights of such participant under such award.

16.      CHANGE IN CONTROL


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         (a)      Notwithstanding other provision of the Plan, in the event of a
                  change in control of the Corporation (as defined in subsection
                  (b) below), (i) the vesting schedule of each option holder
                  shall be accelerated by one year; or (ii) a minimum of 50% of
                  all of a participant's options (meaning all options ever
                  granted and not canceled including those already vested),
                  starting with the options granted under the earliest options
                  grant to the participant, shall become immediately vested,
                  whichever is greater. Additionally, notwithstanding any other
                  provision of the Plan and unless directed otherwise by a
                  resolution of the Committee adopted prior to and specifically
                  relating to the occurrence of a change in control, if there is
                  a change in control and a participant's employment or
                  consulting relationship is terminated by the Corporation, its
                  subsidiaries or their successors (other than a termination for
                  cause) upon such change in control or at any time during the
                  one year period after such change of control occurs, all of a
                  participant's unvested awards will become immediately vested
                  and exercisable on the participant's termination date. For
                  purposes of this paragraph (a) "terminated by the Company"
                  means either the participant has been fired or otherwise
                  terminated by the Corporation, its subsidiaries or their
                  successors, or the participant has elected to resign or
                  terminate his contractual relationship with the Corporation,
                  its subsidiaries or their successors within 90 days after any
                  of the following:

                  (i)      a material reduction in the participant's total
                           compensation (which will include salary, bonus,
                           consulting fee, commission structure or stock options
                           and other equity-based compensation) without the
                           participant's written consent (it being understood
                           that a change in the form or measure of compensation
                           such as a change from salary-based to
                           commission-based compensation, or a rearrangement of
                           the participant's compensation package to include a
                           different combination of salary, bonus, commission,
                           options, and/or incentive equity, will not by itself
                           constitute such a material reduction);

                  (ii)     a relocation of the participating employee's place of
                           employment to a site at least 100 miles away from the
                           participating employee's employment site immediately
                           before the change in control without the
                           participating employee's written consent; or

                  (iii)    a material reduction in the participating employee's
                           job authority and responsibilities without the
                           participating employee's written consent.

         (b)      For purposes of this section, "change in control" means:

                  (i)      there shall be consummated

                           -        any consolidation or merger of the
                                    Corporation in which the Corporation is not
                                    the continuing or surviving corporation or
                                    pursuant to which any shares of the
                                    Corporation's common stock are to be
                                    converted into cash, securities or other
                                    property, provided that the consolidation or
                                    merger is not with a corporation which was a
                                    wholly-owned subsidiary of the Corporation
                                    immediately before the


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                                    consolidation or merger and provided that
                                    the shareholders of the Corporation
                                    immediately prior to the consolidation or
                                    merger do not own 50% or more of the
                                    outstanding common stock of the surviving
                                    corporation immediately after the
                                    consolidation or merger; or

                           -        any sale, lease, exchange or other transfer
                                    (in one transaction or a series of related
                                    transactions) of all, or substantially all,
                                    of the assets of the Corporation (other than
                                    to one or more directly or indirectly
                                    wholly-owned subsidiaries of the
                                    Corporation); or

                  (ii)     the shareholders of the Corporation approve any plan
                           or proposal for the liquidation or dissolution of the
                           Corporation; or

                  (iii)    any person (as such term is used in Sections 13(d)
                           and 14(d) of the Exchange Act), shall become the
                           beneficial owner (within the meaning of Rule 13d-3
                           under the Exchange Act), directly or indirectly, of
                           50% or more of the Corporation's then outstanding
                           common stock, provided that such person shall not be
                           a wholly-owned subsidiary of the Corporation
                           immediately before it becomes such 50% beneficial
                           owner; or

                  (iv)     individuals who constitute the Board on the effective
                           date of this Plan (the "Incumbent Board") cease for
                           any reason to constitute at least a majority thereof,
                           provided that any person becoming a director
                           subsequent to the effective date of this Plan whose
                           election, or nomination for election by the
                           Corporation's shareholders, was approved by a vote of
                           at least three quarters of the directors comprising
                           the Incumbent Board (either by a specific vote or by
                           approval of the proxy statement of the Corporation in
                           which such person is named as a nominee for director,
                           without objection to such nomination) shall be, for
                           purposes of this clause (iv), considered as though
                           such person were, and shall be deemed to be, a member
                           of the Incumbent Board.

         (c)      For purposes of this paragraph "termination for cause" shall
                  have the meaning set forth at Section 9.

17.       EFFECTIVE DATE

         The effective date of this Plan is the later of (i) the first business
day following the closing of the Company's initial public offering of shares of
the Corporation's Common Stock, or (ii) the date of approval by the holders of a
majority of the votes entitled to be cast on the approval of this Plan by the
holders of the outstanding voting shares of the Corporation, as noted below.

18.       DEFINITIONS

         Any terms or provisions used herein which are defined in Sections 83,
162(m), 421, or 422 of the Internal Revenue Code as amended, or the regulations
thereunder or corresponding provisions of subsequent laws and regulations in
effect at the time options are made hereunder, shall have the meanings as
therein defined.



<PAGE>   11
                                     - 11 -





19.       GOVERNING LAW

         To the extent not inconsistent with the provisions of the Internal
Revenue Code that relate to options, this Plan and any option agreement adopted
pursuant to it shall be construed under the laws of the State of Florida.



Dated as of October __, 2000

                                 INTELLON CORPORATION



                                 By:
                                    ------------------------------------
                                              Horst Sandfort
                                            President and CEO

Date of Shareholder Approval:     October __, 2000