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                                                                    EXHIBIT 10.2

                      METAWAVE COMMUNICATIONS CORPORATION

               THIRD AMENDED AND RESTATED 1995 STOCK OPTION PLAN

     1.   Purposes of the Plan.  This Third Amended and Restated 1995 Stock
Option Plan amends and restates the Second Amended and Restated 1995 Stock
Option Plan.  The purposes of this Third Amended and Restated 1995 Stock Option
Plan are to attract and retain the best available personnel, to provide
additional incentive to Employees and Consultants of the Company and its
Subsidiaries and to promote the success of the Company's business.  Options
granted under the Plan may be incentive stock options (as defined under Section
422 of the Code) or nonstatutory stock options, as determined by the
Administrator at the time of grant of an option and subject to the applicable
provisions of Section 422 of the Code, as amended, and the regulations
promulgated thereunder.

     2.   Definitions.  As used herein, the following definitions shall apply:

          (a)  "Administrator" means the Board or its Committee appointed
pursuant to Section 4 of the Plan.

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

          (c)  "Cause" for termination of an Optionee's Continuous Status as an
Employee or Consultant will exist if the Optionee is terminated for any of the
following reasons:  (i) Optionee's willful failure substantially to perform his
or her duties and responsibilities to the Company or deliberate violation of a
Company policy; (ii) Optionee's commission of any act of fraud, embezzlement,
dishonesty or any other willful misconduct that has caused or is reasonably
expected to result in material injury to the Company; (iii) unauthorized use or
disclosure by Optionee of any proprietary information or trade secrets of the
Company or any other party to whom the Optionee owes an obligation of
nondisclosure as a result of his or her relationship with the Company; or (iv)
Optionee's willful breach of any of his or her obligations under any written
agreement or covenant with the Company.  The determination as to whether an
Optionee is being terminated for Cause shall be made in good faith by the
Company and shall be final and binding on the Optionee.  The foregoing
definition does not in any way limit the Company's ability to terminate a
Optionee's employment or consulting relationship at any time as provided in
Section 5(c) below, and the term "Company" will be interpreted to include any
Subsidiary, Parent, or successor thereto, if appropriate.

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

          (e)  "Committee" means one or more committees or subcommittees of the
Board appointed by the Board in accordance with Section 4 below.

          (f)  "Common Stock" means the Common Stock of the Company.


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          (g)  "Company" means Metawave Communications Corporation, a Delaware
corporation.

          (h)  "Consultant" means any person, including an advisor, who is
engaged by the Company or any Parent or Subsidiary to render services and is
compensated for such services, and any Director of the Company whether
compensated for such services or not.

          (i)  "Continuous Status as an Employee or Consultant" means the
absence of any interruption or termination of service as an Employee or
Consultant. Continuous Status as an Employee or Consultant shall not be
considered interrupted in the case of: (i) sick leave; (ii) military leave;
(iii) any other leave of absence approved by the Administrator, provided that
such leave is for a period of not more than ninety (90) days, unless
reemployment upon the expiration of such leave is guaranteed by contract or
statute, or unless provided otherwise pursuant to Company policy adopted from
time to time; or (iv) in the case of transfers between locations of the Company
or between the Company, its Subsidiaries or their respective successors. For
purposes of this Plan, a change in status from an Employee to a Consultant or
from a Consultant to an Employee will not constitute an interruption of
Continuous Status as an Employee or Consultant.

          (j)  "Control Transaction" means:

               (a)  any merger, consolidation, or statutory or contractual share
exchange in which there is no group of persons who held a majority of the
outstanding Common Stock immediately prior to the transaction who continue to
hold, immediately following the transaction, at least a majority of the combined
voting power of the outstanding shares of that class of capital stock (herein,
"Voting Stock") which ordinarily (and apart from rights accruing under special
circumstances) has the right to vote in the election of Directors of the Company
(or of any other corporation or entity whose securities are issued in such
transaction wholly or partially in exchange for Common Stock);

               (b)  any liquidation or dissolution of the Company;

               (c)  any transaction (or series of related transactions)
involving the sale, lease, exchange or other transfer not in the ordinary course
of business of all, or substantially all, of the assets of the Company; or

               (d)  any transaction (or series of related transactions) in which
any person (including, without limitation, any natural person, any corporation
or other legal entity, and any person as defined in Sections 13(d)(3) and
14(d)(2) of the Exchange Act, other than the Company or any employee benefit
plan sponsored by the Company):

                    (i)  purchases any Common Stock (or securities convertible
into Common Stock) for cash, securities or any other consideration pursuant to a
tender offer or exchange offer subject to the requirements of the Exchange Act,
or

                    (ii) directly or indirectly becomes the "beneficial owner"
(as defined in Rule 13d-3 under the Exchange Act) of securities of the Company
which, when


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aggregated with such person's beneficial ownership prior to such transaction,
either (x) represent 30% or more (50% or more if the Company is not then subject
to the requirements of the Exchange Act) (the "Control Percentage") of the
combined voting power of the then outstanding Voting Stock of the Company, or
(y) if such person's beneficial ownership prior to such transaction already
exceeded the applicable Control Percentage, result in an increase in such
holder's beneficial ownership percentage (all such percentages being calculated
as provided in Rule 13d-3(d) under the Exchange Act with respect to rights to
acquire the Company's securities).

          All references in this definition to specific sections of or rules
promulgated under the Exchange Act shall apply whether or not the Company is
then subject to the requirements of the Exchange Act.

          (k)  "Director" means a member of the Board.

          (l)  "Employee" means any person, including officers and Directors,
employed by the Company or any Parent or Subsidiary of the Company, with the
status of employment determined based upon such minimum number of hours or
periods worked as shall be determined by the Administrator in its discretion,
subject to any requirements of the Code.  The payment of a director's fee to a
Director shall not be sufficient to constitute "employment" of such Director by
the Company.

          (m)  "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

          (n)  "Fair Market Value" means, as of any date, the fair market value
of the Common Stock, as determined by the Administrator in good faith on such
basis as it deems appropriate and applied consistently with respect to Plan
participants.  Whenever possible, the determination of Fair Market Value shall
be based upon the closing price for the Shares as reported in the Wall Street
Journal for the applicable date.

          (o)  "Incentive Stock Option" means an Option intended to qualify as
an incentive stock option within the meaning of Section 422 of the Code, as
designated in the applicable written option agreement.

          (p)  "Involuntary Termination" means termination of an Optionee's
Continuous Status as an Employee or Consultant under the following
circumstances:  (i) termination without Cause by the Company or a Subsidiary,
Parent, or successor thereto, as appropriate; or (ii) voluntary termination by
the Optionee within 60 days following (A) a material reduction in the Optionee's
job responsibilities, provided that neither a mere change in title alone nor
reassignment following a Control Transaction to a position that is substantially
similar to the position held prior to the Control Transaction shall constitute a
material reduction in job responsibilities; (B) relocation by the Company or a
Subsidiary, Parent, or successor thereto, as appropriate, of the Optionee's work
site to a facility or location more than 50 miles from the Optionee's principal
work site for the Company at the time of the Control Transaction; or (C) a
reduction in Optionee's then-current total compensation by at least 15%,
provided that an across-the-board reduction in the salary level of all other
employees or consultants in positions similar


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to the Optionee's by the same percentage amount as part of a general salary
level reduction shall not constitute such a salary reduction.

          (q)  "Listed Security" means any security of the Company that is
listed or approved for listing on a national securities exchange or designated
or approved for designation as a national market system security on an
interdealer quotation system by the National Association of Securities Dealers,
Inc.

          (r)  "Nonstatutory Stock Option" means an Option not intended to
qualify as an Incentive Stock Option, as designated in the applicable written
option agreement.

          (s)  "Option" means a stock option granted pursuant to the Plan.

          (t)  "Optioned Stock" means the Common Stock subject to an Option.

          (u)  "Optionee" means an Employee or Consultant who receives an
Option.

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

          (w)  "Plan" means this Third Amended and Restated 1995 Stock Option
Plan.

          (x)  "Reporting Person" means an officer, Director, or greater than
ten percent stockholder of the Company within the meaning of Rule 16a-2 under
the Exchange Act, who is required to file reports pursuant to Rule 16a-3 under
the Exchange Act.

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

          (z)  "Share" means a share of the Common Stock, as adjusted in
accordance with Section 11 of the Plan.

          (aa) "Stock Exchange" means any stock exchange or consolidated stock
price reporting system on which prices for the Common Stock are quoted at any
given time.

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

          (cc) "Ten Percent Holder" means a person who owns stock representing
more than ten percent (10%) of the voting power of all classes of stock of the
Company or any Parent or Subsidiary.

     3.   Stock Subject to the Plan.  Subject to the provisions of Section 11 of
the Plan, the maximum aggregate number of shares that may be optioned and sold
under the Plan is 2,766,666 shares of Common Stock.  The shares may be
authorized, but unissued, or reacquired Common Stock.  If an Option should
expire or become unexercisable for any reason without having been exercised in
full, the unpurchased Shares that were subject thereto shall, unless the


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Plan shall have been terminated, become available for future grant under the
Plan. In addition, any shares of Common Stock which are retained by the Company
upon exercise of an Option in order to satisfy any withholding taxes due with
respect to such exercise shall be treated as not issued and shall continue to be
available under the Plan. Shares repurchased by the Company pursuant to any
repurchase right which the Company may have shall not be available for future
grant under the Plan.

     4.   Administration of the Plan.

          (a)  General.  The Plan shall be administered by the Board or a
Committee, or a combination thereof, as determined by the Board.  The Plan may
be administered by different administrative bodies with respect to different
classes of participants and, if permitted by the Applicable Laws, the Board may
authorize one or more officers to make awards under the Plan.

          (b)  Committee Composition.  If a Committee has been appointed
pursuant to this Section 4, such Committee shall continue to serve in its
designated capacity until otherwise directed by the Board. From time to time the
Board may increase the size of any Committee and appoint additional members
thereof, remove members (with or without cause) and appoint new members in
substitution therefor, fill vacancies (however caused) and remove all members of
a Committee and thereafter directly administer the Plan, all to the extent
permitted by the Applicable Laws and, in the case of a Committee administering
the Plan in accordance with the requirements of Rule 16b-3 or Section 162(m) of
the Code, to the extent permitted or required by such provisions.

          (c)  Powers of the Administrator.  Subject to the provisions of the
Plan and in the case of a Committee, the specific duties delegated by the Board
to such Committee, and subject to the approval of any relevant authorities,
including the approval, if required, of any Stock Exchange, the Administrator
shall have the authority, in its discretion:

               (i)   to determine the Fair Market Value of the Common Stock, in
accordance with Section 2(n) of the Plan;

               (ii)  to select the Consultants and Employees to whom Options may
from time to time be granted hereunder;

               (iii) to determine whether and to what extent Options or any
combination thereof are granted hereunder;

               (iv)  to determine the number of shares of Common Stock to be
covered by each such option granted hereunder;

               (v)   to approve forms of agreement for use under the Plan;

               (vi) to determine the terms and conditions, not inconsistent
with the terms of the Plan, of any option granted hereunder;


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               (vii)  to determine whether and under what circumstances an
Option may be settled in cash under Section 9(f) instead of Common Stock;

               (viii) to reduce the exercise price of any Option to the then
current Fair Market Value if the Fair Market Value of the Common Stock covered
by such Option shall have declined since the date the Option was granted;

               (ix)   to construe and interpret the terms of the Plan and
Options granted under the Plan; and

               (x)    in order to fulfill the purposes of the Plan and without
amending the Plan, to modify grants of Options to participants who are foreign
nationals or employed outside of the United States in order to recognize
differences in local law, tax policies or customs.

          (d)  Effect of Administrator's Decision.  All decisions,
determinations and interpretations of the Administrator shall be final and
binding on all holders of Options.

     5.   Eligibility.

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

          (b)  Type of Option.  Each Option shall be designated in the written
option agreement as either an Incentive Stock Option or a Nonstatutory Stock
Option.  However, notwithstanding such designations, to the extent that the
aggregate Fair Market Value of the Shares with respect to which Options
designated as Incentive Stock Options are exercisable for the first time by any
Optionee during any calendar year (under all plans of the Company or any Parent
or Subsidiary) exceeds $100,000, such excess Options shall be treated as
Nonstatutory Stock Options.  For purposes of this Section 5(b), Incentive Stock
Options shall be taken into account in the order in which they were granted, and
the Fair Market Value of the Shares subject to an Incentive Stock Option shall
be determined as of the date of the grant of such Option.

          (c)  Employment Relationship.  The Plan shall not confer upon any
Optionee any right with respect to continuation of employment or consulting
relationship with the Company, nor shall it interfere in any way with such
Optionee's right or the Company's right to terminate his or her employment or
consulting relationship at any time, with or without cause.

     6.   Term of Plan.  The Plan shall become effective upon the earlier to
occur of its adoption by the Board of Directors or its approval by the
stockholders of the Company as described in Section 18 of the Plan.  It shall
continue in effect for a term of ten (10) years unless sooner terminated under
Section 14 of the Plan.

     7.   Term of Option.  The term of each Option shall be the term stated in
the Option Agreement; provided, however, that the term shall be no more than ten
(10) years from the date


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of grant thereof or such shorter term as may be provided in the Option
Agreement. However, in the case of an Incentive Stock Option granted to an
Optionee who, at the time the Option is granted, is a Ten Percent Holder, the
term of the Option shall be five (5) years from the date of grant thereof or
such shorter term as may be provided in the Option Agreement.

     8.   Option Exercise Price and Consideration.

          (a)  The per share exercise price for the Shares to be issued pursuant
to exercise of an Option shall be such price as is determined by the Board, but
shall be subject to the following:

               (i)  In the case of an Incentive Stock Option that is:

                    (A) granted to an Employee who, at the time of the grant of
such Incentive Stock Option, is a Ten Percent Holder, the per Share exercise
price shall be no less than 110% of the Fair Market Value per Share on the date
of grant.

                    (B) granted to any other Employee, the per Share exercise
price shall be no less than 100% of the Fair Market Value per Share on the date
of grant.

               (ii) In the case of a Nonstatutory Stock Option that is granted
prior to the date, if any, on which the Common Stock becomes a Listed Security:

                    (A) to a person who, at the time of the grant of such
Option, is a Ten Percent Holder, the per Share exercise price shall be no less
than 110% of the Fair Market Value per Share on the date of the grant.

                    (B) to any other person, the per Share exercise price shall
be at least 85% of the Fair Market Value as of the date of grant.

               (iii) In the case of a Nonstatutory Stock Option that is granted
on or after the date, if any, on which the Common Stock becomes a Listed
Security to any person the per Share exercise price shall be such price as is
determined by the Administrator.

          (b)  The consideration to be paid for the Shares to be issued upon
exercise of an Option, including the method of payment, shall be determined by
the Administrator (and, in the case of an Incentive Stock Option, shall be
determined at the time of grant) and may consist entirely of (1) cash; (2)
check; (3) promissory note (subject to the provisions of Section 153 of the
Delaware General Corporation Law); (4) other Shares that (x) in the case of
Shares acquired upon exercise of an Option, have been owned by the Optionee for
more than six months on the date of surrender or such other period as may be
required to avoid a charge to the Company's earnings, and (y) have a Fair Market
Value on the date of surrender equal to the aggregate exercise price of the
Shares as to which such Option shall be exercised; (5) delivery of a properly
executed exercise notice together with such other documentation as the
Administrator and the broker, if applicable, shall require to effect an exercise
of the Option and delivery to the Company of the sale or loan proceeds required
to pay the exercise price and any applicable income or employment taxes; (6)
delivery of an irrevocable subscription agreement for the


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Shares that irrevocably obligates the option holder to take and pay for the
Shares not more than twelve months after the date of delivery of the
subscription agreement; or (7) any combination of the foregoing methods of
payment. In making its determination as to the type of consideration to accept,
the Administrator shall consider if acceptance of such consideration may be
reasonably expected to benefit the Company.

     9.   Exercise of Option.

          (a)  Procedure for Exercise; Rights as a Stockholder.  Any Option
granted hereunder shall be exercisable at such times and under such conditions
as determined by the Administrator, including vesting requirements and/or
performance criteria with respect to the Company and/or the Optionee, and as
shall be permissible under the terms of the Plan; provided that prior to the
date, if any, on which the Common Stock becomes a Listed Security, Options
granted to California residents shall become exercisable at the rate of at least
twenty-five percent (25%) per year over four (4) years from the date the Option
is granted.  In the event that any of the Shares issued upon exercise of an
Option granted to a California resident prior to the date, if any, on which the
Common Stock becomes a Listed Security should be subject to a right of
repurchase in the Company's favor, such repurchase right shall lapse at the rate
of at least twenty-five percent (25%) per year over four (4) years from the date
the Option is granted.

     An Option may not be exercised for a fraction of a Share.

     An Option shall be deemed to be exercised when written notice of such
exercise has been given to the Company in accordance with the terms of the
Option by the person entitled to exercise the Option and the Company has
received full payment for the Shares with respect to which the Option is
exercised.  Full payment may, as authorized by the Board, consist of any
consideration and method of payment allowable under Section 8(b) of the Plan.
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 Shares, no
right to vote or receive dividends or any other rights as a stockholder shall
exist with respect to the Optioned Stock, not withstanding the exercise of the
Option.  The Company shall issue (or cause to be issued) such stock certificate
promptly upon exercise of the Option.  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 11 of the Plan.

     Exercise of an Option in any manner shall result in a decrease in the
number of Shares that thereafter may be available, both for purposes of the Plan
and for sale under the Option, by the number of Shares as to which the Option is
exercised.

          (b)  Termination of Employment or Consulting Relationship.  Subject to
Section 9(c), in the event of termination of an Optionee's Continuous Status as
an Employee or Consultant with the Company, such Optionee may, but only within
three (3) months (or such other period of time not less than thirty (30) days as
is determined by the Administrator, with such determination in the case of an
Incentive Stock Option being made at the time of grant of the Option and not
exceeding three (3) months) after the date of such termination (but in no event
later than the expiration date of the term of such Option as set forth in the
Option Agreement),


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exercise his or her Option to the extent that the Optionee was entitled to
exercise it at the date of such termination. To the extent that Optionee was not
entitled to exercise the Option at the date of such termination, or if Optionee
does not exercise such Option to the extent so entitled within the time
specified herein, the Option shall terminate. No termination shall be deemed to
occur and this Section 9(b) shall not apply if (i) the Optionee is a Consultant
who becomes an Employee; or (ii) the Optionee is an Employee who becomes a
Consultant.

          (c)  Disability of Optionee.

               (i)  Notwithstanding Section 9(b) above, in the event of
termination of an Optionee's Continuous Status as an Employee or Consultant as a
result of his or her total and permanent disability (within the meaning of
Section 22(e)(3) of the Code), Optionee may, but only within twelve (12) months
from the date of such termination (but in no event later than the expiration
date of the term of such Option as set forth in the Option Agreement), exercise
the Option to the extent otherwise entitled to exercise it at the date of such
termination. To the extent that Optionee was not entitled to exercise the Option
at the date of termination, or if Optionee does not exercise such Option to the
extent so entitled within the time specified herein, the Option shall terminate.

               (ii) In the event of termination of an Optionee's Continuous
Status as an Employee or Consultant as a result of a disability which does not
fall within the meaning of total and permanent disability (as set forth in
Section 22(e)(3) of the Code), Optionee may, but only within six (6) months from
the date of such termination (but in no event later than the expiration date of
the term of such Option as set forth in the Option Agreement), exercise the
Option to the extent otherwise entitled to exercise it at the date of such
termination. However, to the extent that such Optionee fails to exercise an
Option which is an Incentive Stock Option ("ISO") (within the meaning of Section
422 of the Code) within three (3) months of the date of such termination, the
Option will not qualify for ISO treatment under the Code. To the extent that
Optionee was not entitled to exercise the Option at the date of termination, or
if Optionee does not exercise such Option to the extent so entitled within six
months (6) from the date of termination, the Option shall terminate.

          (d)  Death of Optionee.  In the event of the death of an Optionee
during the period of Continuous Status as an Employee or Consultant since the
date of grant of the Option, or within thirty (30) days following termination of
Optionee's Continuous Status as an Employee or Consultant, the Option may be
exercised, at any time within six (6) months following the date of death (but in
no event later than the expiration date of the term of such Option as set forth
in the Option Agreement), by Optionee's estate or by a person who acquired the
right to exercise the Option by bequest or inheritance, but only to the extent
of the right to exercise that had accrued at the date of death or, if earlier,
the date of termination of Optionee's Continuous Status as an Employee or
Consultant.  To the extent that Optionee was not entitled to exercise the Option
at the date of death or termination, as the case may be, or if Optionee does not
exercise such Option to the extent so entitled within the time specified herein,
the Option shall terminate.

          (e)  Extension of Exercise Period.  The Administrator shall have full
power and authority to extend the period of time for which an Option is to
remain exercisable following


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termination of an Optionee's Continuous Status as an Employee or Consultant from
the periods set forth in Sections 9(b), 9(c) and 9(d) above or in written option
agreement to such greater time as the Administrator shall deem appropriate,
provided that in no event shall such Option be exercisable later than the date
of expiration of the term of such Option as set forth in the written option
agreement.

          (f)  Buyout Provisions. The Administrator may at any time offer to buy
out for a payment in cash or Shares, an Option previously granted, based on such
terms and conditions as the Administrator shall establish and communicate to the
Optionee at the time that such offer is made.

     10.  Stock Withholding to Satisfy Withholding Tax Obligations.  At the
discretion of the Administrator, Optionees may satisfy withholding obligations
as provided in this paragraph.  When an Optionee incurs tax liability in
connection with an Option, which tax liability is subject to tax withholding
under applicable tax laws, and the Optionee is obligated to pay the Company an
amount required to be withheld under applicable tax laws, the Optionee may
satisfy the withholding tax obligation by one or some combination of the
following methods:  (a) by cash payment, or (b) out of Optionee's current
compensation, (c) if permitted by the Administrator, in its discretion, by
surrendering to the Company Shares that (i) in the case of Shares previously
acquired from the Company, have been owned by the Optionee for more than six
months on the date of surrender, and (ii) have a fair market value on the date
of surrender equal to or less than the amount required to be withheld in
connection with Optionee's exercise of the Option, or (d) by electing to have
the Company withhold from the Shares to be issued upon exercise of the Option,
if any, that number of Shares having a fair market value equal to the amount
required to be withheld.  If the Administrator allows the withholding or
surrender of Shares to satisfy an Optionee's withholding obligations under this
Section 10, the Administrator shall not allow Shares to be withheld or
surrendered in an amount that exceeds the minimum statutory withholding rates
for federal and state tax purposes, including payroll taxes.  For this purpose,
the Fair Market Value of the Shares to be withheld shall be determined on the
date that the amount of tax to be withheld is to be determined (the "Tax Date").

     Any surrender by a Reporting Person of previously owned Shares to satisfy
tax withholding obligations arising upon exercise of this Option must comply
with the applicable provisions of Rule 16b-3.

     All elections by an Optionee to have Shares withheld to satisfy tax
withholding obligations shall be made in writing in a form acceptable to the
Administrator and shall be subject to the following restrictions:

          (a)  the election must be made on or prior to the applicable Tax Date;

          (b)  once made, the election shall be irrevocable as to the particular
Shares of the Option as to which the election is made; and

          (c)  all elections shall be subject to the consent or disapproval of
the Administrator.


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     In the event the election to have Shares withheld is made by an Optionee
and the Tax Date is deferred under Section 83 of the Code because no election is
filed under Section 83(b) of the Code, the Optionee shall receive the full
number of Shares with respect to which the Option is exercised but such Optionee
shall be unconditionally obligated to tender back to the Company the proper
number of Shares on the Tax Date.

     11.  Adjustments Upon Changes in Capitalization, Merger or Certain Other
Transactions.

          (a)  Changes in Capitalization.  Subject to any required action by the
stockholders of the Company, the number of Shares of Common Stock covered by
each outstanding Option, and the number of Shares of Common Stock that have been
authorized for issuance under the Plan but as to which no Options have yet been
granted or that have been returned to the Plan upon cancellation or expiration
of an Option, as well as the price per Share of Common Stock covered by each
such outstanding Option, shall be proportionately adjusted for any increase or
decrease in the number of issued Shares of Common Stock resulting from a stock
split, reverse stock split, stock dividend, combination, recapitalization or
reclassification of the Common Stock, or any other increase or decrease in the
number of issued Shares of Common Stock effected without receipt of
consideration by the Company; provided, however, that conversion of any
convertible securities of the Company shall not be deemed to have been "effected
without receipt of consideration."  Such adjustment shall be made by the
Administrator, whose determination in that respect shall be final, binding and
conclusive.  Except as expressly provided herein, no issuance by the Company of
shares of stock of any class, or securities convertible into shares of stock of
any class, shall affect, and no adjustment by reason thereof shall be made with
respect to, the number or price of Shares of Common Stock subject to an Option.

          (b)  Dissolution or Liquidation.  In the event of the proposed
dissolution or liquidation of the Company, the Board shall notify the Optionee
at least fifteen (15) days prior to such proposed action.  To the extent it has
not been previously exercised, the Option will terminate immediately prior to
the consummation of such proposed action.

          (c)  Control Transaction.

               (i)  The Company shall provide each Optionee with notice of the
pendency of any Control Transaction (i) at least thirty (30) days prior to the
expected date of consummation of a Control Transaction that has been approved or
recommended by the Board, or (ii) promptly after the Board becomes aware of the
pendency or occurrence of a proposed or completed Control Transaction that has
not been approved or recommended by the Board.

               (ii) Each Optionee shall be entitled to exercise the vested
portion of the Option at any time prior to consummation of a Control
Transaction. If the terms of the Option prescribe a time-based vesting schedule,
the Optionee shall, conditioned upon consummation of the Control Transaction and
upon the Optionee's remaining employed by the Company through the date of such
consummation, be entitled to accelerated vesting credit equal to either twelve
months or twenty-four months of additional vesting beyond that otherwise
scheduled, based on


<PAGE>

whether he or she has been employed by the Company less than two years, or two
years or more, respectively, as of the date of such consummation; provided,
however, that the acceleration provided for above shall not apply with respect
to any Option which is assumed by or as to which the acquiring person or the
surviving corporation, as the case may be (the "Successor"), provides for the
substitution of a new option on terms which are, as nearly as practicable, the
financial equivalent of the Option (taking into account the consideration for
which the Common Stock is to be exchanged in the Control Transaction).

               (iii) Any exercise may be made contingent upon consummation of a
Control Transaction if so elected by the Optionee in his or her notice of
exercise, and must be made contingent upon such consummation with respect to the
exercise of any portion of an Option entitled to accelerated vesting under the
second sentence of Section 11(c)(ii) above.

               (iv)  Upon consummation of a Control Transaction that has been
approved or recommended by the Board, all unexercised Options shall expire,
except to the extent that they are assumed or replaced with equivalent awards
pursuant to the second sentence of Section 11(c)(ii) above.

               (v)   Following a Control Transaction in which outstanding awards
were assumed or substituted with equivalent awards by the Successor, in the
event an Optionee's service relationship with the Company and or the Successor
is involuntarily terminated without Cause in connection with, or within 6 months
following consummation of, the transaction, then the vesting and exercisability
(or lapse of any applicable repurchase right) applicable to any assumed or
substituted Option held by such Optionee at the time of termination shall
accelerate as to the number of Shares that would otherwise have vested and been
exercisable (or as to which the repurchase right would have lapsed) as of the
date 12 months, in the case of an Optionee who has been in a service
relationship with the Company and/or the Successor for less than 2 years from
the date of termination of that relationship, or 24 months, in the case of an
Optionee who has been in a service relationship with the Company and/or the
Successor for at least 2 years as of such date, in each case assuming the
Optionee had remained in Continuous Status as an Employee or Consultant for such
12 or 24 month period; provided that the vesting and exercisability (or lapse of
any repurchase right) of assumed or substituted awards held by a person who was
a Reporting Person immediately prior to consummation of the Control Transaction
shall accelerate in full without regard to the length of such person's service
relationship with the Company and/or the Successor if that relationship is
Involuntarily Terminated in connection with, or within 6 months following
consummation of, the Control Transaction. The acceleration of vesting and lapse
of repurchase rights provided for in the previous sentence shall occur
immediately prior to the effective date of the Optionee's termination.

               (vi)  For purposes of this Section 11(c), an Option shall be
considered assumed, without limitation, if, at the time of issuance of the stock
or other consideration upon a Control Transaction, each Optionee would be
entitled to receive upon exercise of an Option the same number and kind of
shares of stock or the same amount of property, cash or securities as such
Optionee would have been entitled to receive upon the occurrence of the
transaction if the Optionee had been, immediately prior to such transaction, the
holder of the number of Shares of


<PAGE>

Common Stock covered by the Option at such time (after giving effect to any
adjustments in the number of Shares covered by the Option as provided for in
this Section 11); provided that if such consideration received in the
transaction is not solely common stock of the Successor, the Administrator may,
with the consent of the Successor, provide for the consideration to be received
upon exercise of the Option to be solely common stock of the Successor equal to
the Fair Market Value of the per Share consideration received by holders of
Common Stock in the transaction.

          (d)  Certain Distributions.  In the event of any distribution to the
Company's stockholders of securities of any other entity or other assets (other
than dividends payable in cash or stock of the Company) without receipt of
consideration by the Company, the Administrator may, in its discretion,
appropriately adjust the price per share of Common Stock covered by each
outstanding Option to reflect the effect of such distribution.

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

     13.  Time of Granting Options.  The date of grant of an Option shall, for
all purposes, be the date on which the Administrator makes the determination
granting such Option, or such other date as is determined by the Board; provided
however that in the case of any Incentive Stock Option, the grant date shall be
the later of the date on which the Administrator makes the determination
granting such Incentive Stock Option or the date of commencement of the
Optionee's employment relationship with the Company.  Notice of the
determination shall be given to each Employee or Consultant to whom an Option is
so granted within a reasonable time after the date of such grant.

     14.  Amendment and Termination of the Plan.

          (a)  Authority to Amend or Terminate. The Board may at any time amend,
alter, suspend or discontinue the Plan, but no amendment, alteration, suspension
or discontinuation shall be made that would impair the rights of any Optionee
under any grant theretofore made, without his or her consent. In addition, to
the extent necessary and desirable to comply with Rule 16b-3 or with Section 422
of the Code (or any other applicable law or regulation, including the
requirements of any Stock Exchange), the Company shall obtain stockholder
approval of any Plan amendment in such a manner and to such a degree as
required.

          (b)  Effect of Amendment or Termination.  No amendment or termination
of the Plan shall adversely affect Options already granted, unless mutually
agreed otherwise between the Optionee and the Board, which agreement must be in
writing and signed by the Optionee and the Company.

     15.  Conditions Upon Issuance of Shares.  Shares shall not be issued
pursuant to the exercise of an Option 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


<PAGE>

limitation, the Securities Act of 1933, as amended, the Exchange Act, the rules
and regulations promulgated thereunder, and the requirements of any Stock
Exchange.

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

     16.  Reservation of Shares.  The Company, during the term of this Plan,
will at all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan.  The inability of the
Company to obtain authority from any regulatory body having jurisdiction, which
authority is deemed by the Company's counsel to be necessary to the lawful
issuance and sale of any Shares hereunder, shall relieve the Company of any
liability in respect of the failure to issue or sell such Shares as to which
such requisite authority shall not have been obtained.

     17.  Agreements.  Options shall be evidenced by written agreements in such
form as the Administrator shall approve from time to time.

     18.  Stockholder Approval.  Continuance of the Plan shall be subject to
approval by the stockholders of the Company within twelve (12) months before or
after the date the Plan is adopted.  Such stockholder approval shall be obtained
in the degree and manner required under applicable state and federal law and the
rules of any Stock Exchange upon which the Common Stock is listed.  All Options
issued under the Plan shall become void in the event such approval is not
obtained.

     19.  Information and Documents to Optionees.  Until such date, if any, upon
which the Common Stock becomes a Listed Security, the Company shall provide
financial statements at least annually to each Optionee during the period such
Optionee has one or more Options outstanding, and in the case of an individual
who acquired Shares pursuant to the Plan, during the period such individual owns
such Shares.  The Company shall not be required to provide such information if
the issuance of Options under the Plan is limited to key employees whose duties
in connection with the Company assure their access to equivalent information.
In addition, at the time of issuance of any securities under the Plan, the
Company shall provide to the Optionee a copy of the Plan and a copy of any
agreement(s) pursuant to which securities granted under the Plan are issued.