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                                                               EXHIBIT 10.19


                            INTERNETSTUDIOS.COM, INC.

                        1999 STOCK INCENTIVE PLAN (U.S.)

1.     PURPOSE

The purpose of this 1999 U.S. Stock Incentive Plan of InternetStudios.com, Inc.
(the "Company") is to advance the interests of the Company by encouraging
Eligible Employees (as herein defined) to acquire shares of the Company, thereby
increasing their proprietary interest in the Company, encouraging them to remain
associated with the Company and furnish them with additional incentive to
advance the interests of the Company in the conduct of their affairs.

This Plan is specifically designed for Eligible Employees of the Company who are
residents of the United States and/or subject to taxation in the United States,
although Awards under this Plan may be issued to other Eligible Employees.

2.     DEFINITIONS

As used herein, the following definitions shall apply:

       (a)    "ADMINISTRATOR" means the Board or a Committee of the Board duly
              appointed by the Board as the Administrator hereof;

       (b)    "AFFILIATE" and "ASSOCIATE" shall have the respective meanings
              ascribed to such terms in Rule 12b-2 promulgated under the
              Exchange Act.

       (c)    "APPLICABLE LAWS" means the legal requirements relating to the
              administration of stock incentive plans, if any, under applicable
              provisions of federal securities laws, state corporate and
              securities laws, the Code, the rules of any applicable stock
              exchange or national market system, and the rules of any foreign
              jurisdiction applicable to Awards granted to residents therein.

       (d)    "AWARD" means the grant of an Option, SAR, Restricted Stock or
              other right or benefit under the Plan.

       (e)    "AWARD AGREEMENT" means the written agreement evidencing the grant
              of an Award executed by the Company and the Grantee, including any
              amendments thereto.

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

       (g)    "CAUSE" means, with respect to the termination by the Company or a
              Related Entity of the Grantee's Continuous Service, that such
              termination is for `Cause' as such term is expressly defined in a
              then-effective written agreement between the Grantee and the
              Company or such Related Entity, or in the absence of such
              then-effective written agreement and definition, is based on, in
              the determination of the Administrator, the Grantee's:


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              (i)    refusal or failure to act in accordance with any specific,
                     lawful direction or order of the Company or a Related
                     Entity;

              (ii)   unfitness or unavailability for service or unsatisfactory
                     performance (other than as a result of Disability);

              (iii)  performance of any act or failure to perform any act in bad
                     faith and to the detriment of the Company or a Related
                     Entity;

              (iv)   dishonesty, intentional misconduct or material breach of
                     any agreement with the Company or a Related Entity; or

              (v)    commission of a crime involving dishonesty, breach of
                     trust, or physical or emotional harm to any person.

       (h)    "CHANGE IN CONTROL" means a change in ownership or control of the
              Company effected through either of the following transactions:

              (i)    the direct or indirect acquisition by any person or related
                     group of persons (other than an acquisition from or by the
                     Company or by a Company-sponsored employee benefit plan or
                     by a person that directly or indirectly controls, is
                     controlled by, or is under common control with, the
                     Company) of beneficial ownership (within the meaning of
                     Rule 13d-3 of the Exchange Act) of securities possessing
                     more than fifty percent (50%) of the total combined voting
                     power of the Company's outstanding securities pursuant to a
                     tender or exchange offer made directly to the Company's
                     shareholders which a majority of the Continuing Directors
                     who are not Affiliates or Associates of the offeror do not
                     recommend such shareholders accept, or

              (ii)   a change in the composition of the Board over a period of
                     thirty-six (36) months or less such that a majority of the
                     Board members (rounded up to the next whole number) ceases,
                     by reason of one or more contested elections for Board
                     membership, to be comprised of individuals who are
                     Continuing Directors.

       (i)    "CODE" means the U.S. Internal Revenue Code of 1986, as amended.

       (j)    "COMMITTEE" means any committee appointed by the Board to
              administer the Plan.

       (k)    "COMMON STOCK" means the common stock of the Company.

       (l)    "COMPANY" means InternetStudios.com, Inc., a Nevada corporation.

       (m)    "CONSULTANT" means any person (other than an Employee or, solely
              with respect to rendering services in such person's capacity as a
              Director) who is engaged by the


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              Company or any Related Entity to render consulting or advisory
              services to the Company or such Related Entity.

       (n)    "CONTINUING DIRECTORS" means members of the Board who either (i)
              have been Board members continuously for a period of at least
              thirty-six (36) months or (ii) have been Board members for less
              than thirty-six (36) months and were elected or nominated for
              election as Board members by at least a majority of the Board
              members described in clause (i) who were still in office at the
              time such election or nomination was approved by the Board.

       (o)    "CONTINUOUS SERVICE" means that the provision of services to the
              Company or a Related Entity in any capacity of Employee, Director
              or Consultant, is not interrupted or terminated. Continuous
              Service shall not be considered interrupted in the case of (i) any
              approved leave of absence, (ii) transfers between locations of the
              Company or among the Company, any Related Entity, or any
              successor, in any capacity of Employee, Director or Consultant, or
              (iii) any change in status as long as the individual remains in
              the service of the Company or a Related Entity in any capacity of
              Employee, Director or Consultant (except as otherwise provided in
              the Award Agreement). An approved leave of absence shall include
              sick leave, military leave, or any other authorized personal
              leave. For purposes of Options, no such leave may exceed ninety
              (90) days, unless reemployment upon expiration of such leave is
              guaranteed by statute or contract.

       (p)    "CORPORATE TRANSACTION" means any of the following transactions:

              (i)    a merger or consolidation in which the Company is not the
                     surviving entity, except for a transaction the principal
                     purpose of which is to change the jurisdiction in which the
                     Company is organized;

              (ii)   the sale, transfer or other disposition of all or
                     substantially all of the assets of the Company (including
                     the capital stock of the Company's subsidiary corporations)
                     in connection with the complete liquidation or dissolution
                     of the Company; or

              (iii)  any reverse merger in which the Company is the surviving
                     entity but in which securities possessing more than fifty
                     percent (50%) of the total combined voting power of the
                     Company's outstanding securities are transferred to a
                     person or persons different from those who held such
                     securities immediately prior to such merger.

       (q)    "COVERED EMPLOYEE" means an Employee who is a "covered employee"
              under Section 162(m)(3) of the Code.

       (r)    "DIRECTOR" means a member of the Board or the board of directors
              of any Related Entity.

       (s)    "DISABILITY" means that a Grantee is unable to carry out the
              responsibilities and functions of the position held by the Grantee
              by reason of any medically


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              determinable physical or mental impairment. A Grantee will not
      be considered to have incurred a Disability unless he or she
      furnishes proof of such impairment sufficient to satisfy the
      Administrator in its discretion.

       (t)    "ELIGIBLE EMPLOYEE" means any person who is an Officer, a
              Director, an Employee or a Consultant.

       (u)    "EMPLOYEE" means any person, including an Officer or Director, who
              is a full-time or part-time employee of the Company or any Related
              Entity.

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

       (w)    "FAIR MARKET VALUE" means, as of any date, the value of Common
              Stock determined as follows:

              (i)    Where there exists a public market for the Common Stock,
                     the Fair Market Value shall be (A) the closing price for a
                     Share for the last market trading day prior to the time of
                     the determination (or, if no closing price was reported on
                     that date, on the last trading date on which a closing
                     price was reported) on the stock exchange determined by the
                     Administrator to be the primary market for the Common Stock
                     or the Nasdaq National Market, whichever is applicable or
                     (B) if the Common Stock is not traded on any such exchange
                     or national market system, the average of the closing bid
                     and asked prices of a Share on the Nasdaq Small Cap Market
                     for the day prior to the time of the determination (or, if
                     no such prices were reported on that date, on the last date
                     on which such prices were reported), in each case, as
                     reported in THE WALL STREET JOURNAL or such other source as
                     the Administrator deems reliable; or

              (ii)   In the absence of an established market for the Common
                     Stock of the type described in paragraph2.(w)(i), above,
                     the Fair Market Value thereof shall be determined by the
                     Administrator in good faith.

       (x)    "GRANTEE" means an Eligible Employee who receives an Award
              pursuant to an Award Agreement under the Plan.

       (y)    "INCENTIVE STOCK OPTION" means an Option within the meaning of
              Section 422 of the Code.

       (z)    "INSIDER" means:

              (i)    a Director or Senior Officer of the Company;

              (ii)   a Director or Senior Officer of a person that is itself an
                     Insider or Subsidiary of the Company;

              (iii)  a person that has:


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                     A.     direct or indirect beneficial ownership of,

                     B.     control or direction over, or

                     C.     a combination of direct or indirect beneficial
                            ownership of and control or direction over
                            securities of the Company carrying more than 10% of
                            the voting rights attached to all the Company's
                            outstanding voting securities, excluding, for the
                            purpose of the calculation of the percentage held,
                            any securities held by the person as underwriter in
                            the course of a distribution, or

              (iv)   the Company itself, if it has purchased, redeemed or
                     otherwise acquired any securities of its own issue, for so
                     long as it continues to hold those securities.

       (aa)   "NON-QUALIFIED STOCK OPTION" means an Option which is not an
              Incentive Stock Option.

       (bb)   "OFFICER" means a person who is an officer, including a Senior
              Officer, of the Company or a Related Entity within the meaning of
              Section 16 of the Exchange Act and the rules and regulations
              promulgated thereunder.

       (cc)   "OPTION" means an option to purchase Shares pursuant to an Award
              Agreement granted under the Plan.

       (dd)   "PARENT" means a "parent corporation", whether now or hereafter
              existing, as defined in Section 424(e) of the Code.

       (ee)   "PERFORMANCE - BASED COMPENSATION" means compensation qualifying
              as "performance-based compensation" under Section 162(m) of the
              Code.

       (ff)   "PERFORMANCE SHARES" means Shares or an Award denominated in
              Shares which may be earned in whole or in part upon attainment of
              performance criteria established by the Administrator.

       (gg)   "PERFORMANCE UNITS" means an Award which may be earned in whole or
              in part upon attainment of performance criteria established by the
              Administrator and which may be settled for cash, Shares or other
              securities or a combination of cash, Shares or other securities as
              established by the Administrator.

       (hh)   "PLAN" means this 1999 Stock Incentive Plan.

       (ii)   "RELATED ENTITY" means any Parent, Subsidiary and any business,
              corporation, partnership, limited liability company or other
              entity in which the Company, a Parent or a Subsidiary holds a
              substantial ownership interest, directly or indirectly.


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       (jj)   "RESTRICTED STOCK" means Shares issued under the Plan to the
              Grantee for such consideration, if any, and subject to such
              restrictions on transfer, rights of first refusal, repurchase
              provisions, forfeiture provisions, and other terms and conditions
              as established by the Administrator.

       (kk)   "SAR" means a stock appreciation right entitling the Grantee to
              Shares or cash compensation, as established by the Administrator,
              measured by appreciation in the value of Common Stock.

       (ll)   "SENIOR OFFICER" means:

              (i)    the chair or vice chair of the Board, the president, a
                     vice-president, the secretary, the treasurer or the general
                     manager of the Company;

              (ii)   any individual who performs functions for a person similar
                     to those normally performed by an individual occupying any
                     office specified in paragraph 2.(ll)(i) above, and

              (iii)  the five (5) highest paid employees of the Company,
                     including any individual referred to in paragraph 2.(ll)(i)
                     or 2.(ll)(ii) and excluding a commissioned salesperson who
                     does not act in a managerial capacity.

       (mm)   "SHARE" means a share of the Common Stock.

       (nn)   "SUBSIDIARY" means a "subsidiary corporation", whether now or
              hereafter existing, as defined in Section 424(f) of the Code.

       (oo)   "RELATED ENTITY DISPOSITION" means the sale, distribution or other
              disposition by the Company of all or substantially all of the
              Company's interests in any Related Entity effected by a sale,
              merger or consolidation or other transaction involving that
              Related Entity or the sale of all or substantially all of the
              assets of that Related Entity.

3.     STOCK SUBJECT TO THE PLAN

Subject to the provisions of Section 10, below, the maximum aggregate number of
Shares which may be issued pursuant to all Awards (including Options) is
1,000,000 Shares. The Shares to be issued pursuant to Awards may be authorized,
but unissued, or reacquired Common Stock.

Any Shares covered by an Award (or portion of an Award) which is forfeited or
cancelled, expires or is settled in cash, shall be deemed not to have been
issued for purposes of determining the maximum aggregate number of Shares which
may be issued under the Plan. Shares that actually have been issued under the
Plan pursuant to an Award shall not be returned to the Plan and shall not become
available for future issuance under the Plan, except that if Shares are
forfeited or repurchased by the Company at their original purchase price, such
Shares shall become available for future grant under the Plan.

No Insider of the Company is eligible to receive an Award where:


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       (a)    Insiders are not Directors or Senior Officers of the Company and
              receiving Options as Consultants of the Company;

       (b)    any Award, together with all of the Company's other previously
              established or proposed Awards could result at any time in:

              (i)    the number of Shares reserved for issuance pursuant to
                     Options granted to Insiders exceeding 10% of the
                     outstanding issue of Common Stock; or

              (ii)   the issuance to Insiders, within a one year period of a
                     number of Shares exceeding 10% of the outstanding issue of
                     the Common Stock;

provided, however, that this restriction on the eligibility of Insiders to
receive an Award will cease to apply if it is no longer required under any
Applicable Laws.

4.     ADMINISTRATION

       (a)    Plan Administrator

              (i)    ADMINISTRATION WITH RESPECT TO ELIGIBLE EMPLOYEES. With
                     respect to grants of Awards to Eligible Employees, the Plan
                     shall be administered by (A) the Board or (B) a Committee
                     designated by the Board, which Committee shall be
                     constituted in such a manner as to satisfy the Applicable
                     Laws. Once appointed, such Committee shall continue to
                     serve in its designated capacity until otherwise directed
                     by the Board.

              (ii)   ADMINISTRATION WITH RESPECT TO COVERED EMPLOYEES.
                     Notwithstanding the foregoing, grants of Awards to any
                     Covered Employee intended to qualify as Performance-Based
                     Compensation shall be made only by a Committee (or
                     subcommittee of a Committee) which is comprised solely of
                     two or more Directors eligible to serve on a committee
                     making Awards qualifying as Performance-Based Compensation.
                     In the case of such Awards granted to Covered Employees,
                     references to the "Administrator" or to a "Committee" shall
                     be deemed to be references to such Committee or
                     subcommittee.

              (iii)  ADMINISTRATION ERRORS. In the event an Award is granted in
                     a manner inconsistent with the provisions of this
                     subsection 4.(a), such Award shall be presumptively valid
                     as of its grant date to the extent permitted by the
                     Applicable Laws.

       (b)    POWERS OF THE ADMINISTRATOR. Subject to Applicable Laws and the
              provisions of the Plan (including any other powers given to the
              Administrator hereunder), and except as otherwise provided by the
              Board, the Administrator shall have the authority, in its
              discretion:

              (i)    to select the Eligible Employees to whom Awards may be
                     granted from time to time hereunder;


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              (ii)   to determine whether and to what extent Awards are granted
                     hereunder;

              (iii)  to determine the number of Shares or the amount of other
                     consideration to be covered by each Award granted
                     hereunder;

              (iv)   to approve forms of Award Agreements for use under the
                     Plan;

              (v)    to determine the terms and conditions of any Award granted
                     hereunder;

              (vi)   to amend the terms of any outstanding Award granted under
                     the Plan, including a reduction in the exercise price (or
                     base amount on which appreciation is measured) of any Award
                     to reflect a reduction in the Fair Market Value of the
                     Common Stock since the grant date of the Award, provided
                     that any amendment that would adversely affect the
                     Grantee's rights under an outstanding Award shall not be
                     made without the Grantee's written consent;

              (vii)  the Administrator shall have the right to suspend the right
                     of a holder to exercise all or part of a stock option for
                     any reason that the Administrator considers in the best
                     interest of the Company;

              (viii) to establish additional terms, conditions, rules or
                     procedures to accommodate the rules or laws of applicable
                     foreign jurisdictions and to afford Grantees favourable
                     treatment under such laws; provided, however, that no Award
                     shall be granted under any such additional terms,
                     conditions, rules or procedures with terms or conditions
                     which are inconsistent with the provisions of the Plan; and

              (ix)   to take such other action, not inconsistent with the terms
                     of the Plan, as the Administrator deems appropriate.

       (c)    EFFECT OF ADMINISTRATOR'S DECISION. All decisions, determinations
              and interpretations of the Administrator shall be conclusive and
              binding on all persons.

5.     ELIGIBILITY

Options and Awards other than Options may be granted to Eligible Employees. An
Eligible Employee who has been granted an Award may, if otherwise eligible, be
granted additional Awards.

6.     TERMS AND CONDITIONS OF AWARDS

       (a)    TYPE OF AWARDS. The Administrator is authorized under the Plan to
              award any type of arrangement to an Eligible Employee that is not
              inconsistent with the provisions of the Plan and that by its terms
              involves or might involve the issuance of (i) Shares, (ii) an
              Option, (iii) a SAR or similar right with a fixed or variable
              price related to the Fair Market Value of the Shares and with an
              exercise or


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              conversion privilege related to the passage of time, the
              occurrence of one or more events, or the satisfaction of
              performance criteria or other conditions, or (iv) any other
              security with the value derived from the value of the Shares.
              Such awards include, without limitation, Options, SARs, sales
              or bonuses of Restricted Stock, Performance Units or
              Performance Shares, and an Award may consist of one such
              security or benefit, or two (2) or more of them in any
              combination or alternative.

       (b)    DESIGNATION OF AWARD. Each Award shall be designated in the Award
              Agreement. In the case of an Option, the Option shall be
              designated as either an Incentive Stock Option or a Non-Qualified
              Stock Option. However, notwithstanding such designation, to the
              extent that the aggregate Fair Market Value of Shares subject to
              Options designated as Incentive Stock Options which become
              exercisable for the first time by a Grantee during any calendar
              year (under all plans of the Company or any Parent or Subsidiary)
              exceeds $100,000, such excess Options, to the extent of the Shares
              covered thereby in excess of the foregoing limitation, shall be
              treated as Non-Qualified Stock Options. For this purpose, Options
              shall be taken into account in the order in which they were
              granted, and the Fair Market Value of the Shares shall be
              determined as of the date the Option with respect to such Shares
              is granted.

       (c)    CONDITIONS OF AWARD. Subject to the terms of the Plan, the
              Administrator shall determine the provisions, terms, and
              conditions of each Award including, but not limited to, the Award
              vesting schedule, repurchase provisions, rights of first refusal,
              forfeiture provisions, form of payment (cash, Shares, or other
              consideration) upon settlement of the Award, payment
              contingencies, and satisfaction of any performance criteria. The
              performance criteria established by the Administrator may be based
              on any one of, or combination of, increase in share price,
              earnings per share, total shareholder return, return on equity,
              return on assets, return on investment, net operating income, cash
              flow, revenue, economic value added, personal management
              objectives, or other measures of performance selected by the
              Administrator. Partial achievement of the specified criteria may
              result in a payment or vesting corresponding to the degree of
              achievement as specified in the Award Agreement.

       (d)    ACQUISITIONS AND OTHER TRANSACTIONS. The Administrator may issue
              Awards under the Plan in settlement, assumption or substitution
              for, outstanding awards or obligations to grant future awards in
              connection with the Company or a Related Entity acquiring another
              entity, an interest in another entity or an additional interest in
              a Related Entity whether by merger, stock purchase, asset purchase
              or other form of transaction.

       (e)    DEFERRAL OF AWARD PAYMENT. The Administrator may establish one or
              more programs under the Plan to permit selected Grantees the
              opportunity to elect to defer receipt of consideration upon
              exercise of an Award, satisfaction of performance criteria, or
              other event that absent the election would entitle the Grantee to
              payment or receipt of Shares or other consideration under an
              Award. The Administrator may establish the election procedures,
              the timing of such


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              elections, the mechanisms for payments of, and accrual of
      interest or other earnings, if any, on amounts, Shares or other
      consideration so deferred, and such other terms, conditions,
      rules and procedures that the Administrator deems advisable for
      the administration of any such deferral program.

       (f)    AWARD EXCHANGE PROGRAMS. The Administrator may establish one or
              more programs under the Plan to permit selected Grantees to
              exchange an Award under the Plan for one or more other types of
              Awards under the Plan on such terms and conditions as determined
              by the Administrator from time to time.

       (g)    SEPARATE PROGRAMS. The Administrator may establish one or more
              separate programs under the Plan for the purpose of issuing
              particular forms of Awards to one or more classes of Grantees on
              such terms and conditions as determined by the Administrator from
              time to time.

       (h)    INDIVIDUAL OPTION AND SAR LIMIT. The maximum number of Shares with
              respect to which Options and SARs may be granted to any Employee
              in any fiscal year of the Company shall be 300,000 Shares. The
              foregoing limitation shall be adjusted proportionately in
              connection with any change in the Company's capitalization
              pursuant to Section 10, below.

       (i)    EARLY EXERCISE. The Award Agreement may, but need not, include a
              provision whereby the Grantee may elect at any time while an
              Eligible Employee to exercise any part or all of the Award prior
              to full vesting of the Award. Any unvested Shares received
              pursuant to such exercise may be subject to a repurchase right in
              favour of the Company or a Related Entity or to any other
              restriction the Administrator determines to be appropriate.

       (j)    TERM OF AWARD. The term of each Award shall be the term stated in
              the Award Agreement, provided, however, that the term of an Option
              shall be no more than ten (10) years from the date of grant
              thereof. However, in the case of an Incentive Stock Option granted
              to a Grantee who, at the time the Option is granted, 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,
              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 Award
              Agreement.

       (k)    TRANSFERABILITY OF AWARDS. 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, during the lifetime of the Grantee, only by the
              Grantee; provided, however, that the Grantee may designate a
              beneficiary of the Grantee's Option in the event of the Grantee's
              death on a beneficiary designation form provided by the
              Administrator. Other Awards shall be transferable to the extent
              provided in the Award Agreement.

       (l)    TIME OF GRANTING AWARDS. The date of grant of an Award shall for
              all purposes be the date on which the Administrator makes the
              determination to grant such


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              Award, or such other date as is determined by the
              Administrator. Notice of the grant determination shall be given
              to each Employee, Director or Consultant to whom an Award is so
              granted within a reasonable time after the date of such grant.

7.     AWARD EXERCISE OR PURCHASE PRICE, CONSIDERATION, TAXES AND RELOAD OPTIONS

       (a)    EXERCISE OR PURCHASE PRICE. The exercise or purchase price, if
              any, for an Award shall be as follows:

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

                     A.     granted to an Eligible Employee who, at the time of
                            the grant of such Option 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, the per Share exercise price shall be
                            not less than one hundred ten percent (110%) of the
                            Fair Market Value per Share on the date of grant; or

                     B.     granted to any Eligible Employee other than an
                            Eligible Employee described in the preceding
                            paragraph, the per Share exercise price shall be not
                            less than one hundred percent (100%) of the Fair
                            Market Value per Share on the date of grant.

              (ii)   In the case of a Non-Qualified Stock Option, the per Share
                     exercise price shall be not less than one hundred percent
                     (100%) of the Fair Market Value per Share on the date of
                     grant unless otherwise determined by the Administrator.

              (iii)  In the case of Awards intended to qualify as
                     Performance-Based Compensation, the exercise or purchase
                     price, if any, shall be not less than one hundred percent
                     (100%) of the Fair Market Value per Share on the date of
                     grant.

              (iv)   In the case of other Awards, such price as is determined by
                     the Administrator.

       (b)    CONSIDERATION. Subject to Applicable Laws, the consideration to be
              paid for the Shares to be issued upon exercise or purchase of an
              Award including the method of payment, shall be determined by the
              Administrator (and, in the case of an Option, shall be determined
              at the time of grant). In addition to any other types of
              consideration the Administrator may determine, the Administrator
              is authorized to accept as consideration for Shares issued under
              the Plan the following:

              (i)    cash;

              (ii)   check;


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              (iii)  surrender of Shares or delivery of a properly executed form
                     of attestation of ownership of Shares as the Administrator
                     may require (including withholding of Shares otherwise
                     deliverable upon exercise of the Award) which have a Fair
                     Market Value on the date of surrender or attestation equal
                     to the aggregate exercise price of the Shares as to which
                     said Award shall be exercised (but only to the extent that
                     such exercise of the Award would not result in an
                     accounting compensation charge with respect to the Shares
                     used to pay the exercise price unless otherwise determined
                     by the Administrator); or

              (iv)   any combination of the foregoing methods of payment.

       (c)    TAXES. No Shares shall be delivered under the Plan to any Grantee
              or other person until such Grantee or other person has made
              arrangements acceptable to the Administrator for the satisfaction
              of any foreign, federal, state, or local income and employment tax
              withholding obligations, including, without limitation,
              obligations incident to the receipt of Shares or the disqualifying
              disposition of Shares received on exercise of an Option. Upon
              exercise of an Award, the Company shall withhold or collect from
              Grantee an amount sufficient to satisfy such tax obligations.

       (d)    RELOAD OPTIONS. In the event the exercise price or tax withholding
              of an Option is satisfied by the Company or the Grantee's employer
              withholding Shares otherwise deliverable to the Grantee, the
              Administrator may issue the Grantee an additional Option, with
              terms identical to the Award Agreement under which the Option was
              exercised, but at an exercise price as determined by the
              Administrator in accordance with the Plan.

8.     EXERCISE OF AWARD

       (a)    PROCEDURE FOR EXERCISE; RIGHTS AS A SHAREHOLDER.

              (i)    Any Award granted hereunder shall be exercisable at such
                     times and under such conditions as determined by the
                     Administrator under the terms of the Plan and specified in
                     the Award Agreement.

              (ii)   An Award 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 Award by the person
                     entitled to exercise the Award and full payment for the
                     Shares with respect to which the Award is received by the
                     Company. Until the issuance (as evidenced by the
                     appropriate entry on the books of the Company or of a duly
                     authorized transfer agent of the Company) of the stock
                     certificate evidencing such Shares, no right to vote or
                     receive dividends or any other rights as a shareholder
                     shall exist with respect to Shares subject to an Award,
                     notwithstanding the exercise of an Option or other Award.
                     The Company shall issue (or cause to be issued) such stock
                     certificate promptly upon exercise of the Award. No


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                     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 the Award
                     Agreement or Section 10, below.

       (b)    EXERCISE OF AWARD FOLLOWING TERMINATION OF CONTINUOUS SERVICE.

              (i)    An Award may not be exercised after the termination date of
                     such Award set forth in the Award Agreement and may be
                     exercised following the termination of a Grantee's
                     Continuous Service only to the extent provided in the Award
                     Agreement.

              (ii)   Where the Award Agreement permits a Grantee to exercise an
                     Award following the termination of the Grantee's Continuous
                     Service for a specified period, the Award shall terminate
                     to the extent not exercised on the last day of the
                     specified period or the last day of the original term of
                     the Award, whichever occurs first.

              (iii)  Any Award designated as an Incentive Stock Option to the
                     extent not exercised within the time permitted by law for
                     the exercise of Incentive Stock Options following the
                     termination of a Grantee's Continuous Service shall convert
                     automatically to a Non-Qualified Stock Option and
                     thereafter shall be exercisable as such to the extent
                     exercisable by its terms for the period specified in the
                     Award Agreement.

       (c)    BUYOUT PROVISIONS. The Administrator may at any time offer to buy
              out for a payment in cash or Shares, an Award previously granted,
              based on such terms and conditions as the Administrator shall
              establish and communicate to the Grantee at the time that such
              offer is made.

9.     CONDITIONS UPON ISSUANCE OF SHARES

       (a)    Shares shall not be issued pursuant to the exercise of an Award
              unless the exercise of such Award and the issuance and delivery of
              such Shares pursuant thereto shall comply with all Applicable
              Laws, and shall be further subject to the approval of counsel for
              the Company with respect to such compliance.

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

10.    ADJUSTMENTS UPON CHANGES IN CAPITALIZATION

Subject to any required action by the shareholders of the Company, the number of
Shares covered by each outstanding Award, and the number of Shares which have
been authorized for issuance under the Plan but as to which no Awards have yet
been granted or which have been returned to the Plan, the exercise or purchase
price of each such outstanding Award, as well as


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<PAGE>


any other terms that the Administrator determines require adjustment shall be
proportionately adjusted for (i) any increase or decrease in the number of
issued Shares resulting from a stock split, reverse stock split, stock
dividend, combination or reclassification of the Shares, (ii) any other
increase or decrease in the number of issued Shares effected without receipt
of consideration by the Company, or (iii) as the Administrator may determine
in its discretion, any other reorganization transaction with respect to
Common Stock to which Section 424(a) of the Code applies; 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 and its determination shall be
final, binding and conclusive. Except as the Administrator determines, 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 hereof shall be made with respect to, the number or
price of Shares subject to an Award.

11.    CORPORATE TRANSACTIONS/CHANGES IN CONTROL/RELATED ENTITY DISPOSITIONS

Except as may be provided in an Award Agreement:

       (a)    The Administrator shall have the authority, exercisable either in
              advance of any actual or anticipated Corporate Transaction, Change
              in Control or Related Entity Disposition or at the time of an
              actual Corporate Transaction, Change in Control or Related Entity
              Disposition and exercisable at the time of the grant of an Award
              under the Plan or any time while an Award remains outstanding, to
              provide for the full automatic vesting and exercisability of one
              or more outstanding unvested Awards under the Plan and the release
              from restrictions on transfer and repurchase or forfeiture rights
              of such Awards in connection with a Corporate Transaction, Change
              in Control or Related Entity Disposition, on such terms and
              conditions as the Administrator may specify. The Administrator
              also shall have the authority to condition any such Award vesting
              and exercisability or release from such limitations upon the
              subsequent termination of the Continuous Service of the Grantee
              within a specified period following the effective date of the
              Corporate Transaction, Change in Control or Related Entity
              Disposition. The Administrator may provide that any Awards so
              vested or released from such limitations in connection with a
              Change in Control or Related Entity Disposition, shall remain
              fully exercisable until the expiration or sooner termination of
              the Award. Effective upon the consummation of a Corporate
              Transaction, all outstanding Awards under the Plan shall terminate
              unless assumed by the successor company or its parent.

       (b)    The portion of any Option accelerated under this Section 11 in
              connection with a Corporate Transaction, Change in Control or
              Related Entity Disposition shall remain exercisable as an
              Incentive Stock Option under the Code only to the extent the
              $100,000 dollar limitation of Section 422(d) of the Code is not
              exceeded. To the extent such dollar limitation is exceeded, the
              accelerated excess portion of such Option shall be exercisable as
              a Non-Qualified Stock Option.


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<PAGE>


12.    EFFECTIVE DATE AND TERM OF PLAN

The Plan shall become effective upon the earlier to occur of its adoption by the
Board or its approval by the shareholders of the Company. It shall continue in
effect for a term of ten (10) years unless sooner terminated. Subject to Section
17, below, and Applicable Laws, Awards may be granted under the Plan upon its
becoming effective.

13.    AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN

       (a)    The Board may at any time amend, suspend or terminate the Plan. To
              the extent necessary to comply with Applicable Laws, the Company
              shall obtain shareholder approval of any Plan amendment in such a
              manner and to such a degree as required.

       (b)    No Award may be granted during any suspension of the Plan or after
              termination of the Plan.

       (c)    Any amendment, suspension or termination of the Plan (including
              termination of the Plan under Section13.(a), above) shall not
              affect Awards already granted, and such Awards shall remain in
              full force and effect as if the Plan had not been amended,
              suspended or terminated, unless mutually agreed otherwise between
              the Grantee and the Administrator, which agreement must be in
              writing and signed by the Grantee and the Company.

14.    RESERVATION OF SHARES

       (a)    The Company, during the term of the Plan, will at all times
              reserve and keep available such number of Shares as shall be
              sufficient to satisfy the requirements of the Plan.

       (b)    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.

15.    NO EFFECT ON TERMS OF EMPLOYMENT/CONSULTING RELATIONSHIP

The Plan shall not confer upon any Grantee any right with respect to the
Grantee's Continuous Service, nor shall it interfere in any way with his or her
right or the Company's right to terminate the Grantee's Continuous Service at
any time, with or without cause.

16.    NO EFFECT ON RETIREMENT AND OTHER BENEFIT PLANS

Except as specifically provided in a retirement or other benefit plan of the
Company or a Related Entity, Awards shall not be deemed compensation for
purposes of computing benefits or contributions under any retirement plan of the
Company or a Related Entity, and shall not affect any benefits under any other
benefit plan of any kind or any benefit plan subsequently instituted


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<PAGE>


under which the availability or amount of benefits is related to level of
compensation. The Plan is not a "Retirement-Plan" or "Welfare Plan" under the
Employee Retirement Income Security Act of 1974, as amended.

17.    SHAREHOLDER APPROVAL

The Plan shall be subject to the Plan's approval by the shareholders of the
Company within twelve (12) months from the date the Plan is adopted by the
Company's Board of Directors. Such shareholder approval shall be obtained in the
degree and manner required under Applicable Laws. The Administrator may grant
Awards under the Plan prior to approval by the shareholders, but until such
approval is obtained, no such Award shall be exercisable. In the event that
shareholder approval is not obtained within the twelve (12) month period
provided above, all Awards previously granted under the Plan shall be cancelled
and of no force or effect.

18.    GOVERNING LAW

The Plan shall be governed by the laws of California.


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