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                                                                     EXHIBIT 4.4

     CANDLESTICK NETWORKS, INC. AMENDED AND RESTATED 2000 STOCK OPTION PLAN


     1. PURPOSE. The purpose of the Candlestick Networks, Inc. Amended and
Restated 2000 Stock Option Plan (the "Plan") of Candlestick Networks, Inc, a
Delaware corporation (the "Company"), is to provide incentives to attract,
retain and motivate eligible persons whose present and potential contributions
are important to the success of the Company by offering them an opportunity to
participate in the Company's future performance through awards of Options,
Restricted Stock and Stock Bonuses. Capitalized terms not defined in the text
are defined in Section 23.

     2. SHARES SUBJECT TO THE PLAN.

         2.1 NUMBER OF SHARES AVAILABLE. Subject to Sections 2.2 and 18, the
total number of Shares reserved and available for grant and issuance pursuant to
the Plan shall be Five Million One Hundred Seventy-Seven Thousand Seven Hundred
Seventy-Nine (5,177,779) Shares. Subject to Sections 2.2 and 18, Shares shall
again be available for grant and issuance in connection with future Awards under
the Plan that: (a) are subject to issuance upon exercise of an Option but cease
to be subject to such Option for any reason other than exercise of such Option;
(b) are subject to an Award granted hereunder but are forfeited; or (c) are
subject to an Award that otherwise terminates without Shares being issued. No
individual may receive Awards or more than One Million (1,000,000) Shares
hereunder.

         2.2 ADJUSTMENT OF SHARES. In the event that the number of outstanding
Shares is changed by a stock dividend, recapitalization, stock split, reverse
stock split, subdivision, combination, reclassification or similar change in the
capital structure of the Company without consideration, then (a) the number of
Shares reserved for issuance under the Plan; (b) the Exercise Prices of and
number of Shares subject to outstanding Options; and (c) the number of Shares
subject to other outstanding Awards shall be proportionately adjusted, subject
to any required action by the Board or the stockholders of the Company and
compliance with applicable securities laws; provided, however, that fractions of
a Share shall not be issued but shall either be paid in cash at Fair Market
Value or shall be rounded up to the nearest Share, as determined by the
Committee.

     3. ELIGIBILITY. ISOs (as defined in Section 5 below) may be granted only to
employees (including officers and directors who are also employees) of the
Company, or of a Parent or Subsidiary of the Company. All other Awards may be
granted to employees, officers, directors, consultants and advisors of the
Company or any Parent, Subsidiary or Affiliate of the Company; provided,
however, such consultants and advisors render bona fide services not in
connection with the offer and sale of securities in a capital-raising
transaction. A person may be granted more than one Award under the Plan.

     4. ADMINISTRATION.

         4.1 COMMITTEE AUTHORITY. The Plan shall be administered by the
Committee or the Board acting as the Committee. Subject to the general purposes,
terms and conditions of the Plan, and to the direction of the Board, the
Committee shall have full power to implement and carry out the Plan. The
Committee shall have the authority to:

              (a)    construe and interpret the Plan, any Award Agreement and
                     any other agreement or document executed pursuant to the
                     Plan;


              (b)    prescribe, amend and rescind rules and regulations relating
                     to the Plan;

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              (c)    select persons to receive Awards;

              (d)    determine the form and terms of Awards;

              (e)    determine the number of Shares or other consideration
                     subject to Awards;

              (f)    determine whether Awards will be granted singly, in
                     combination, in tandem with, in replacement of, or as
                     alternatives to, other Awards under the Plan or any other
                     incentive or compensation plan of the Company or any
                     Parent, Subsidiary or Affiliate of the Company;

              (g)    grant waivers of Plan or Award conditions;

              (h)    determine the vesting, exercisability and payment of
                     Awards;

              (i)    correct any defect, supply any omission, or reconcile any
                     inconsistency in the Plan, any Award or any Award
                     Agreement;

              (j)    determine whether an Award has been earned; and

              (k)    make all other determinations necessary or advisable for
                     the administration of the Plan.

         4.2 COMMITTEE DISCRETION. Any determination made by the Committee with
respect to any Award shall be made in its sole discretion at the time of grant
of the Award or, unless in contravention of any express term of the Plan or
Award, at any later time, and such determination shall be final and binding on
the company and all persons having an interest in any Award under the Plan. The
Committee may delegate to one or more officers of the Company the authority to
grant an Award under the Plan to Participants who are not Insiders of the
Company.

         4.3 EXCHANGE ACT REQUIREMENTS. If the Company is subject to the
Exchange Act, the Company will take appropriate steps to comply with the
disinterested director requirements of Section 16(b) of the Exchange Act,
including but not limited to, the appointment by the Board of a Committee
consisting of not less than two (2) persons (who are members of the Board), each
of whom is a Disinterested Person.

     5. OPTIONS. The Committee may grant Options to eligible persons and shall
determine whether such Options shall be Incentive Stock Options within the
meaning of the Code ("ISOs") or Nonqualified Stock Options ("NSOs"), the number
of Shares subject to the Option, the Exercise Price of the Option, the period
during which the Option may be exercised, and all other terms and conditions of
the Option, subject to the following:

         5.1 FORM OF OPTION GRANT. Each Option granted under the Plan shall be
evidenced by an Award Agreement which shall expressly identify the Option as an
ISO or NSO ("Stock Option Agreement"), attached hereto as Exhibit A, and be in
such form and contain such provisions (which need not be the same for each
Participant) as the Committee shall from time to time approve, and which shall
comply with and be subject to the terms and conditions of the Plan.

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         5.2 DATE OF GRANT. The date of grant of an Option shall be the date on
which the Committee makes the determination to grant such Option, unless
otherwise specified by the Committee. The Stock Option Agreement and a copy of
the Plan will be delivered to the Participant within a reasonable time after the
granting of the Option.

         5.3 EXERCISE PERIOD. Options shall be exercisable within the times or
upon the events determined by the Committee as set forth in the Stock Option
Agreement; provided, however, that no Option shall be exercisable after the
expiration of ten (10) years from the date the Option is granted, and provided
further that no Option granted to a person who directly or by attribution owns
more than ten percent (10%) of the total combined voting power of all classes of
stock of the Company or any Parent or Subsidiary of the Company ("Ten Percent
Stockholder") shall be exercisable after the expiration of five (5) years from
the date the Option is granted. The Committee also may provide for the exercise
of Options to become exercisable at one time or from time to time, periodically
or otherwise, in such number or percentage as the Committee determines.

         5.4 EXERCISE PRICE. The Exercise Price shall be determined by the
Committee when the Option is granted and may be not less than eighty-five
percent (85%) of the Fair Market Value of the Shares on the date of grant;
provided that (i) the Exercise Price of an ISO shall be not less than one
hundred percent (100%) of the Fair Market Value of the Shares on the date of
grant; and (ii) the Exercise Price of any ISO granted to a Ten Percent
Stockholder shall not be less than one hundred ten percent (110%) of the Fair
Market Value of the Shares on the date of grant. Payment for the Shares
purchased may be made in accordance with Section 8 of the Plan.

         5.5 METHOD OF EXERCISE. Options may be exercised only by delivery to
the Company of a written stock option exercise agreement (the "Exercise
Agreement") in a form approved by the Committee (which need not be the same for
each Participant), stating the number of Shares being purchased, the
restrictions imposed on the Shares, if any, and such representations and
agreements regarding Participant's investment intent and access to information
and other matters, if any, as may be required or desirable by the Company to
comply with applicable securities laws, together with appropriate payment of the
Exercise Price for the number of Shares being purchased.

         5.6 TERMINATION. Notwithstanding the exercise periods set forth in the
Stock Option Agreement, exercise of an Option shall always be subject to the
following:

              (a)    If the Participant is Terminated for any reason except
                     death or Disability, then Participant may exercise such
                     Participant's ISOs only to the extent that such ISOs would
                     have been exercisable upon the Termination Date no later
                     than three (3) months after the Termination Date (or such
                     shorter time period as may be specified in the Stock Option
                     Agreement). Except as provided in Section (b) below, any
                     ISO that remains exercisable after ninety (90) days after
                     the Termination Date shall be deemed a NSO. No Option may
                     be exercised later than the expiration date of the Options.

              (b)    If the Participant is terminated because of death or
                     Disability (or the Participant dies within three (3) months
                     of such termination), then Participant's Options may be
                     exercised only to the extent that such Options would have
                     been exercisable by Participant on the Termination Date and
                     must be exercised by Participant (or Participant's legal
                     representative or authorized assignee) no later than twelve
                     (12) months after the Termination Date (or such shorter
                     time period as may be specified in the Stock Option
                     Agreement), but in any event no later than

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                     the expiration date of the Options; provided, however, that
                     in the event of termination due to Disability other than as
                     defined in Section 22(e)(3) of the Code, any ISO that
                     remains exercisable after ninety (90) days after the
                     Termination Date shall be deemed a NSO.

         5.7 LIMITATIONS ON EXERCISE. The Committee may specify a reasonable
minimum number of Shares that may be purchased on any exercise of an Option;
provided, however, that such minimum number will not prevent Participant from
exercising the Option for the full number of Shares for which it is then
exercisable.

         5.8 LIMITATIONS ON ISOs. The aggregate Fair Market Value (determined as
of the date of grant) of Shares with respect to which ISOs are exercisable for
the first time by a Participant during any calendar year (under the Plan or
under any other incentive stock option plan of the Company or any Affiliate,
Parent or Subsidiary of the Company) shall not exceed One Hundred Thousand
Dollars ($100,000). If the Fair Market Value of Shares on the date of grant with
respect to which ISOs are exercisable for the first time by a Participant during
any calendar year exceeds One Hundred Thousand Dollars ($100,000), the Options
for the first One Hundred Thousand Dollars ($100,000) worth of Shares to become
exercisable in such calendar year shall be ISOs and the Options for the amount
in excess of One Hundred Thousand Dollars ($100,000) that become exercisable in
that calendar year shall be NSOs. In the event that the Code or the regulations
promulgated thereunder are amended after the Effective Date of the Plan to
provide for a different limit on the Fair Market Value of Shares permitted to be
subject to ISOs, such different limit shall be automatically incorporated herein
and shall apply to any Options granted after the effective date of such
amendment.

         5.9 MODIFICATION, EXTENSION OR RENEWAL. The Committee may modify,
extend or renew outstanding Options and authorize the grant of new Options in
substitution therefor; provided, however, that any such action may not without
the written consent of Participant, impair any of Participant's rights under any
Option previously granted. Any outstanding ISO that is modified, extended,
renewed or otherwise altered shall be treated in accordance with Section 424(h)
of the Code. The Committee may reduce the Exercise Price of outstanding Options
without the consent of Participants affected by a written notice to them;
provided, however, that the Exercise Price may not be reduced below the minimum
Exercise Price that would be permitted under Section 5.4 of the Plan for Options
granted on the date the action is taken to reduce the Exercise Price.

         5.10 NO DISQUALIFICATION. Notwithstanding any other provision in the
Plan, no term of the Plan relating to ISOs shall be interpreted, amended or
altered, nor shall any discretion or authority granted under the Plan be
exercised, so as to disqualify the Plan under Section 422 of the Code or,
without the consent of the Participant affected, to disqualify any ISO under
Section 422 of the Code.

     6. RESTRICTED STOCK. A Restricted Stock Award is an offer by the Company to
sell to an eligible person Shares that are subject to restrictions. The
Committee shall determine to whom an offer will be made, the number of Shares
the person may purchase, the price to be paid (the "Purchase Price"), the
restrictions to which the Shares shall be subject, and all other terms and
conditions of the Restricted Stock Award, subject to the following:

         6.1 FORM OF RESTRICTED STOCK AWARD. All purchases under a Restricted
Stock Award made pursuant to the Plan shall be evidenced by an Award Agreement
("Restricted Stock Purchase Agreement") that shall be in such form (which need
not be the same for each Participant) as the Committee shall from time to time
approve, and shall comply with and be subject to the terms and conditions of the
Plan. The offer of Restricted Stock shall be accepted by the Participant's
execution and delivery of the Restricted Stock Purchase Agreement and full
payment for the shares to the Company


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within thirty (30) days from the date the Restricted Stock Purchase Agreement is
delivered to the person. If such person does not execute and deliver the
Restricted Stock Purchase Agreement along with full payment for the Shares to
the Company within thirty (30) days, then the offer shall terminate, unless
otherwise determined by the Committee.

         6.2 PURCHASE PRICE. The Purchase Price of Shares sold pursuant to a
Restricted Stock Award shall be determined by the Committee and shall be at
least eighty-five percent (85%) of the Fair Market Value of the Shares on the
date the Restricted Stock Award is granted, except in the case of a sale to a
Ten Percent Stockholder, in which case the Purchase Price shall be one hundred
and ten percent (110%) of the Fair Market Value. Payment of the Purchase Price
may be made in accordance with Section 8 of the Plan.

         6.3 RESTRICTIONS. Restricted Stock Awards shall be subject to such
restrictions as the Committee may impose. The Committee may provide for the
lapse of such restrictions in installments and may accelerate or waive such
restrictions, in whole or in part, based on length of service, performance or
such other factors or criteria as the Committee may determine. Restricted Stock
Awards which the Committee intends to qualify under Code section 162(m) shall be
subject to a performance-based goal. Restrictions on such stock shall lapse
based on one or more of the following performance goals: stock price, market
share, sales increases, earning per share, return on equity, cost reductions, or
any other similar performance measure established by the Committee. Such
performance measures shall be established by the Committee, in writing, no later
than the earlier of (a) ninety (90) days after the commencement of the
performance period with respect to which the Restricted Stock award is made and
(b) the date as of which twenty-five percent (25%) of such performance period
has elapsed.

     7. STOCK BONUSES.

         7.1 AWARDS OF STOCK BONUSES. A Stock Bonus is an award of Shares (which
may consist of Restricted Stock) for services rendered to the Company or any
Parent, Subsidiary or Affiliate of the Company. A Stock Bonus may be awarded for
past services already rendered to the Company, or any Parent, Subsidiary or
Affiliate of the Company pursuant to an Award Agreement (the "Stock Bonus
Agreement") that shall be in such form (which need not be the same for each
Participant) as the Committee shall from time to time approve, and shall comply
with and be subject to the terms and conditions of the Plan subject to Section
7.2 herein, a Stock Bonus may be awarded upon satisfaction of such performance
goals as are set out in advance in Participant's individual Award Agreement (the
"Performance Stock Bonus Agreement") that shall be in such form (which need not
be the same for each Participant) as the Committee shall from time to time
approve, and shall comply with and be subject to the terms and conditions of the
Plan. Stock Bonuses may vary from Participant to Participant and between groups
of Participants, and may be based upon such other criteria as the Committee may
determine.

         7.2 CODE SECTION 162(m). A Stock Bonus that the Committee intends to
qualify for the performance-based exception under Code section 162(m) shall only
be awarded based upon the attainment of one or more of the following performance
goals: stock price, market share, sales increases, earning per share, return on
equity, cost reductions, or any other similar performance measure established by
the Committee. Such performance measures shall be established by the Committee,
in writing, no later than the earlier of: (a) ninety (90) days after the
commencement of the performance period with respect to which the Stock Bonus
award is made; and (b) the date as of which twenty-five percent (25%) of such
performance period has elapsed.


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         7.3 TERMS OF STOCK BONUSES. The Committee shall determine the number of
Shares to be awarded to the Participant and whether such Shares shall be
Restricted Stock. If the Stock Bonus is being earned upon the satisfaction of
performance goals pursuant to a Performance Stock Bonus Agreement, then the
Committee shall determine: (a) the nature, length and starting date of any
period during which performance is to be measured (the "Performance Period") for
each Stock Bonus; (b) the performance goals and criteria to be used to measure
the performance, if any; (c) the number of Shares that may be awarded to the
Participant; and (d) the extent to which such Stock Bonuses have been earned.
Performance Periods may overlap and Participants may participate simultaneously
with respect to Stock Bonuses that are subject to different Performance Periods
and different performance goals and other criteria. The number of Shares may be
fixed or may vary in accordance with such performance goals and criteria as may
be determined by the Committee. The Committee may adjust the performance goals
applicable to the Stock Bonuses to take into account changes in law and
accounting or tax rules and to make such adjustments as the Committee deems
necessary or appropriate to reflect the impact of extraordinary or unusual
items, events or circumstances to avoid windfalls or hardships.

         7.4 FORM OF PAYMENT. The earned portion of a Stock Bonus may be paid
currently or on a deferred basis with such interest or dividend equivalent, if
any, as the Committee may determine. Payment may be made in the form of cash,
whole Shares, including Restricted Stock, or a combination thereof, either in a
lump sum payment or in installments, all as the Committee shall determine.

         7.5 TERMINATION DURING PERFORMANCE PERIOD. If a Participant is
Terminated during a Performance Period for any reason, then such Participant
shall be entitled to payment (whether in Shares, cash or otherwise) with respect
to the Stock Bonus only to the extent earned as of the date of Termination in
accordance with the Performance Stock Bonus Agreement, unless the Committee
shall determine otherwise.

     8. PAYMENT FOR SHARE PURCHASES.

         8.1 PAYMENT. Payment for Shares purchased pursuant to the Plan may be
made in cash (by check) or, where expressly approved for the Participant by the
Committee and where permitted by law:

              (a)    by cancellation of indebtedness of the Company to the
                     Participant;

              (b)    by surrender of Shares that either (1) have been owned by
                     Participant for more than six (6) months and have been paid
                     for within the meaning of SEC Rule 144 (and, if such shares
                     were purchased from the Company by use of a promissory
                     note, such note has been fully paid with respect to such
                     Shares); or (2) were obtained by Participant in the public
                     market;

              (c)    by tender of a promissory note constituting legal
                     consideration and having such terms as may be approved by
                     the Committee and bearing interest at a rate sufficient to
                     avoid imputation of income under Sections 483 and 1274 of
                     the Code.

              (d)    by waiver of compensation due or accrued to Participant for
                     services rendered;

              (e)    by tender of property;

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              (f)    with respect only to purchases upon exercise of an Option,
                     and provided that a public market for the Company's stock
                     exists:

                     (1)    through a "same day sale" commitment from
                            Participant and a broker-dealer that is a member of
                            the National Association of Securities Dealers (an
                            "NASD Dealer") whereby the Participant irrevocably
                            elects to exercise the Option and to sell a portion
                            of the Shares so purchased to pay for the Exercise
                            Price, and whereby the NASD Dealer irrevocably
                            commits upon receipt of such Shares to forward the
                            Exercise Price directly to the Company; or

                     (2)    through a "margin" commitment from Participant and
                            an NASD Dealer whereby Participant irrevocably
                            elects to exercise the Option and to pledge the
                            Shares so purchased to the NASD Dealer in a margin
                            account as security for a loan from the NASD Dealer
                            in the amount of the Exercise Price, and whereby the
                            NASD Dealer irrevocably commits upon receipt of such
                            Shares to forward the exercise price directly to the
                            Company; or

              (g)    with respect only to purchases upon exercise of an Option:

                     (1)    In the event that the Option is exercised
                            immediately prior to the closing by the Company of a
                            "corporate transaction" as defined in Section 18.1
                            below, or the closing of the initial public offering
                            of the Company's Common Stock pursuant to a
                            registration statement under the Securities Act (the
                            "Initial Public Offering"), in lieu of exercising
                            the Option in the manner provided above, the
                            Participant may elect to receive shares equal to the
                            value of the Option (or the portion thereof being
                            canceled) by surrender of the Option at the
                            principal office of the Company together with notice
                            of such election in which event the Company shall
                            issue to holder a number of shares of Common Stock
                            computed using the following formula:

                    X =  Y (A - B)
                         ---------
                             A

       Where        X = The number of shares of Common Stock to be issued to
               the Participant.

                    Y = The number of shares of Common Stock purchasable under
               the Option (at the date of such calculation).

                    A = The fair market value of one share of Common Stock (at
               the date of such calculation).

                    B = The Purchase Price (as adjusted to the date of such
               calculation).

                     (2)    For purposes of this Section (g), the fair market
                            value of the Company's Common Stock shall be the
                            price per share which the Company receives for a
                            single share of Common Stock in the

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                            corporate transaction, or, if the Option is
                            exercised in connection with the Initial Public
                            Offering, the fair market value of the Company's
                            Common Stock shall be equal to the mid-price of the
                            range of prices set forth in the registration
                            statement relating to the Initial Public Offering
                            or, if a subsequent amendment thereto sets forth a
                            different range of prices (other than a "pricing
                            amendment" setting forth a single, final price) then
                            the mid-price of the range of prices set forth in
                            such amendment; or

              (h)    by any combination of the foregoing.

         8.2 LOAN GUARANTIES. The Committee may help the Participant pay for
Shares purchased under the Plan by authorizing a guaranty by the Company of a
third-party loan to the Participant.

     9. WITHHOLDING TAXES.

         9.1 WITHHOLDING GENERALLY. Whenever Shares are to be issued in
satisfaction of Awards granted under the Plan, the Company may require the
Participant to remit to the Company an amount sufficient to satisfy federal,
state and local withholding tax requirements prior to the delivery of any
certificate or certificates for such Shares. Whenever, under the Plan, payments
in satisfaction of Awards are to be made in cash, such payment shall be net of
an amount sufficient to satisfy federal, state, and local withholding tax
requirements.

         9.2 STOCK WITHHOLDING. When, under applicable tax laws, a Participant
incurs tax liability in connection with the grant, exercise or vesting of any
Award that is subject to tax withholding and the Participant is obligated to pay
the Company the amount required to be withheld, the Committee may allow the
Participant to satisfy the minimum withholding tax obligation by electing to
have the Company withhold from the Shares to be issued that number of Shares
having a Fair Market Value equal to the minimum amount required to be withheld,
determined on the date that the amount of tax to be withheld is to be determined
(the "Tax Date"). All elections by a Participant to have Shares withheld for
this purpose shall be made in writing in a form acceptable to the Committee 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, then except as provided below, the election
                     shall be irrevocable as to the particular Shares as to
                     which the election is made;

              (c)    all elections shall be subject to the consent or
                     disapproval of the Committee;

              (d)    if the Participant is an Insider and if the Company is
                     subject to Section 16(b) of the Exchange Act: (1) the
                     election may not be made within six (6) months of the date
                     of grant of the Award, except as otherwise permitted by SEC
                     Rule 16b-3(e) under the Exchange Act, and (2) either (A)
                     the election to use stock withholding must be irrevocably
                     made at least six (6) months prior to the Tax Date
                     (although such election may be revoked at any time at least
                     six (6) months prior to the Tax Date), or (B) the exercise
                     of the Option or election to use stock withholding must be
                     made in the ten (10) day period beginning on the third day
                     following the

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                     release of the Company's quarterly or annual summary
                     statement of sales or earnings; and

              (E)    in the event that the Tax Date is deferred under Section 83
                     of the Code, the Participant shall receive the full number
                     of Shares with respect to which the exercise occurs, but
                     such Participant shall be unconditionally obligated to
                     tender back to the Company the proper number of Shares on
                     the Tax Date.

     10. PRIVILEGES OF STOCK OWNERSHIP.

         10.1 VOTING AND DIVIDENDS. No Participant shall have any of the rights
of a stockholder with respect to any Shares until the Shares are issued to the
Participant. After Shares are issued to the Participant, the Participant shall
be a stockholder and have all the rights of a stockholder with respect to such
Shares, including the right to vote and receive all dividends or other
distributions made or paid with respect to such Shares; provided, however, that
if such Shares are Restricted Stock, then any new, additional or different
securities the Participant may become entitled to receive with respect to such
Shares by virtue of a stock dividend, stock split or any other change in the
corporate or capital structure of the Company shall be subject to the same
restrictions as the Restricted Stock.

         10.2 FINANCIAL STATEMENTS. The Company shall provide financial
statements to each Participant prior to such Participant's purchase of Shares
under the Plan, and to each Participant annually during the period such
Participant has Awards outstanding; provided, however, the Company shall not be
required to provide such financial statements to Participants whose services in
connection with the Company assure them access to equivalent information.

     11. TRANSFERABILITY. Awards granted under the Plan, and any interest
therein, shall not be transferable or assignable by Participant, and may not be
made subject to execution, attachment or similar process, otherwise than by will
or by the laws of descent and distribution or as consistent with the specific
Plan and Award Agreement provisions relating thereto. During the lifetime of the
Participant an Award shall be exercisable only by the Participant, and any
elections with respect to an Award, may be made only by the Participant.

     12. RESTRICTIONS ON SHARES. At the discretion of the Committee, the Company
may reserve to itself and/or its assignee(s) in the Award Agreement a right of
first refusal to purchase all Shares that a Participant (or a subsequent
transferee) may propose to transfer to a third party.

     13. CERTIFICATES. All certificates for Shares or other securities delivered
under the Plan shall be subject to such stock transfer orders, legends and other
restrictions as the Committee may deem necessary or advisable, including
restrictions under any applicable federal, state or foreign securities law, or
any rules, regulations and other requirements of the SEC or any stock exchange
or automated quotation system upon which the Shares may be listed.

     14. ESCROW; PLEDGE OF SHARES. To enforce any restrictions on a
Participant's Shares, the Committee may require the Participant to deposit all
certificates representing Shares, together with stock powers or other
instruments of transfer approved by the Committee, appropriately endorsed in
blank, with the Company or an agent designated by the Company to hold in escrow
until such restrictions have lapsed or terminated, and the Committee may cause a
legend or legends referencing such restrictions to be placed on the
certificates. Any Participant who is permitted to execute a promissory note as
partial or full consideration for the purchase of Shares under the Plan shall be
required to place and deposit with the Company all or part of the Shares so
purchased as collateral to secure the payment of Participant's


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obligation to the Company under the promissory note; provided, however, that the
Committee may require or accept other or additional forms of collateral to
secure the payment of such obligation and, in any event, the Company shall have
full recourse against the Participant under the promissory note notwithstanding
any pledge of the Participant's Shares or other collateral. In connection with
any pledge of the Shares, Participant shall be required to execute and deliver a
written pledge agreement in such form as the Committee shall from time to time
approve. The Shares purchased with the promissory note may be released from the
pledge on a pro rata basis as the promissory note is paid.

     15. EXCHANGE AND BUYOUT OF AWARDS. The Committee may, at any time or from
time to time, authorize the Company, with the consent of the respective
Participants, to issue new Awards in exchange for the surrender and cancellation
of any or all outstanding Awards. The Committee may at any time buy from a
Participant an Award previously granted with payment in cash, Shares (including
Restricted Stock) or other consideration, based on such terms and conditions as
the Committee and the Participant shall agree.

     16. SECURITIES LAW AND OTHER REGULATORY COMPLIANCE. An Award shall not be
effective unless such Award is in compliance with all applicable federal and
state securities laws, rules and regulations of any governmental body, and the
requirements of any stock exchange or automated quotation system upon which the
Shares may then be listed, as they are in effect on the date of grant of the
Award and also on the date of exercise or other issuance. Notwithstanding any
other provision in the Plan, the Company shall have no obligation to issue or
deliver certificates for Shares under the Plan prior to (a) obtaining any
approvals from governmental agencies that the Company determines are necessary
or advisable, and/or (b) completion of any registration or other qualification
of such shares under any state or federal law or ruling of any governmental body
that the Company determines to be necessary or advisable. The Company shall be
under no obligation to register the Shares with the SEC or to effect compliance
with the registration, qualification or listing requirements of any state
securities laws, stock exchange or automated quotation system, and the Company
shall have no liability for any inability or failure to do so.

     17. NO OBLIGATION TO EMPLOY. Nothing in the Plan or any Award granted under
the Plan shall confer or be deemed to confer on any Participant any right to
continue in the employ of, or to continue any other relationship with, the
Company or any Parent, Subsidiary or Affiliate of the Company or limit in any
way the right of the Company or any Parent, Subsidiary or Affiliate of the
Company to terminate Participant's employment or other relationship at any time,
with or without cause.

                                                                         Page 10


<PAGE>


     18. CORPORATE TRANSACTIONS.

         18.1 ASSUMPTION OR REPLACEMENT OF AWARDS BY SUCCESSOR. Unless otherwise
approved by the Committee, in the event of (a) a merger or consolidation in
which the Company is not the surviving corporation (other than a merger or
consolidation with a wholly-owned subsidiary, a reincorporation of the Company
in a different jurisdiction, or other transaction in which there is no
substantial change in the stockholders of the company and the Awards granted
under the Plan are assumed or replaced by the successor corporation, which
assumption shall be binding on all Participants); (b) a dissolution or
liquidation of the Company; (c) the sale of substantially all of the assets of
the Company; or (d) any other transaction which qualifies as a "corporate
transaction" under Section 424(a) of the Code wherein the stockholders of the
Company give up all of their equity interest in the Company (except for the
acquisition, sale or transfer of all or substantially all of the outstanding
shares of the Company), any or all outstanding Awards may be assumed or replaced
by the successor corporation (if any), which assumption or replacement shall be
binding on all Participants. In the alternative, the successor corporation may
substitute equivalent Awards or provide substantially similar consideration to
Participants as was provided to stockholders (after taking into account the
existing provisions of the Awards). The successor corporation may also issue, in
place of outstanding Shares of the Company held by the Participant,
substantially similar shares or other property subject to repurchase
restrictions no less favorable to the Participant.

         Unless otherwise set forth in an employment or other agreement by and
between the Company and the Participant (which provisions shall replace and
supercede this Section 18), in the event such successor corporation (if any)
refuses to assume or substitute Options, as provided above, pursuant to a
transaction described in this Subsection 18.1, the vesting of any unvested
Options shall accelerate, and the holders thereof shall be provided notice of
such acceleration and an opportunity to exercise the Options in full in the
transaction, and such Options shall expire in such transaction at such time and
on such conditions as the Board shall determine.

         18.2 OTHER TREATMENT OF AWARDS. Subject to any greater rights granted
to Participants under the foregoing provisions of this Section 18, in the event
of the occurrence of any transaction described in Section 18.1, any outstanding
Awards shall be treated as provided in the applicable agreement or plan of
merger, consolidation, dissolution, liquidation, sale of assets or other
"corporate transaction."

         18.3 ASSUMPTION OF AWARDS BY THE COMPANY. The Company, from time to
time, also may substitute or assume outstanding awards granted by another
company, whether in connection with an acquisition of such other company or
otherwise, by either (a) granting an Award under the Plan in substitution of
such other company's award; or (b) assuming such award as if it had been granted
under the Plan if the terms of such assumed award could be applied to an Award
granted under the Plan. Such substitution or assumption shall be permissible if
the holder of the substituted or assumed award would have been eligible to be
granted an Award under the Plan if the other company had applied the rules of
the Plan to such grant. In the event the Company assumes an award granted by
another company, the terms and conditions of such award shall remain unchanged
(except that the exercise price and the number and nature of Shares issuable
upon exercise of any such option will be adjusted approximately pursuant to
Section 424(a) of the Code). In the event the Company elects to grant a new
Option rather than assuming an existing option, such new Option may be granted
with a similarly adjusted Exercise Price.

     19. ADOPTION AND STOCKHOLDER APPROVAL. The Plan shall become effective on
the date that it is adopted by the Board (the "Effective Date"). The Plan shall
be approved by the stockholders of the Company (excluding Shares issued pursuant
to this Plan), consistent with applicable laws, within twelve


                                                                         Page 11

<PAGE>


months before or after the Effective Date. Upon the Effective Date, the Board
may grant Awards pursuant to the Plan; provided, however, that: (a) no Option
may be exercised prior to initial stockholder approval of the Plan; (b) no
Option granted pursuant to an increase in the number of Shares approved by the
Board shall be exercised prior to the time such increase has been approved by
the stockholders of the Company; and (c) in the event that stockholder approval
is not obtained within the time period provided herein, all Awards granted
hereunder shall be cancelled, any Shares issued pursuant to any Award shall be
cancelled and any purchase of Shares hereunder shall be rescinded. After the
Company becomes subject to Section 16(b) of the Exchange Act, the Company will
comply with the requirements of Rule 16b-3 (or its successor), as amended, with
respect to stockholder approval.

     20. TERM OF PLAN. The Plan will terminate ten (10) years from the Effective
Date or, if earlier, the date of stockholder approval of the Plan.

     21. AMENDMENT OR TERMINATION OF PLAN. The Board may at any time terminate
or amend the Plan in any respect, including without limitation amendment of any
form of Award Agreement or instrument to be executed pursuant to the Plan;
provided, however, that the Board shall not, without the approval of the
stockholders of the Company, amend the Plan in any manner that requires such
stockholder approval pursuant to the Code or the regulations promulgated
thereunder as such provisions apply to ISO plans or pursuant to the Exchange Act
or Rule 16b-3 (or its successor), as amended, thereunder. Any amendment,
suspension or termination of the Plan 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 Participant and the Company, which agreement must be in writing and signed
by the Participant and the Company.

     22. NONEXCLUSIVITY OF THE PLAN. Neither the adoption of the Plan by the
Board, the submission of the Plan to the stockholders of the Company for
approval, nor any provision of the Plan shall be construed as creating any
limitations on the power of the Board to adopt such additional compensation
arrangements as it may deem desirable, including, without limitation, the
granting of stock options and bonuses otherwise than under the Plan, and such
arrangements may be either generally applicable or applicable only in specific
cases.

     23. DEFINITIONS. As used in the Plan, the following terms shall have the
following meanings:

         "AFFILIATE" means any corporation that directly, or indirectly through
one or more intermediaries, controls or is controlled by, or is under common
control with, another corporation, where "control" (including the terms
"controlled by" and "under common control with") means the possession, direct or
indirect, of the power to cause the direction of the management and policies of
the corporation, whether through the ownership of voting securities, by contract
or otherwise.

         "AWARD" means any award under the Plan, including any Option,
Restricted Stock or Stock Bonus.

         "AWARD AGREEMENT" means, with respect to each Award, the signed written
agreement between the Company and the Participant setting forth the terms and
conditions of the Award.

         "BOARD" means the Board of Directors of the Company.

         "CODE" means the Internal Revenue Code of 1986, as amended.

         "COMMITTEE" means the committee appointed by the Board to administer
the Plan, or if no committee is appointed, the Board.


                                                                         Page 12

<PAGE>



         "COMPANY" means Candlestick Networks, Inc., a corporation organized
under the laws of the State of Delaware, or any successor corporation.

         "DISABILITY" means a disability, whether temporary or permanent,
partial or total, as determined by the Committee.

         "DISINTERESTED PERSON" means a director who has not, during the period
that person is a member of the Committee and for one (1) year prior to service
as a member of the Committee, been granted or awarded equity securities pursuant
to the Plan or any other plan of the Company or any Parent, Subsidiary or
Affiliate of the Company, except in accordance with the requirements set forth
in Rule 16b-3(c)(2)(i) (and any successor regulation thereto) as promulgated by
the SEC under Section 16(b) of the Exchange Act, as such rule is amended from
time to time and as interpreted by the SEC.

         "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

         "EXERCISE PRICE" means the price at which a holder of an Option may
purchase the Shares issuable upon exercise of the Option.

         "FAIR MARKET VALUE" means, as of any date, the value of a share of the
Company's Common Stock determined as follows:

              (a)    if such Common Stock is then quoted on the Nasdaq National
                     Market, its last reported sale price on the Nasdaq National
                     Market or, if no such reported sale takes place on such
                     date, the average of the closing bid and asked prices;

              (b)    if such Common Stock is publicly traded and is then listed
                     on a national securities exchange, the last reported sale
                     price or, if no such reported sale takes place on such
                     date, the average of the closing bid and asked prices on
                     the principal national securities exchange on which the
                     Common Stock is listed or admitted to trading;

              (c)    if such Common Stock is publicly traded but is not quoted
                     on the Nasdaq National Market nor listed or admitted to
                     trading on a national securities exchange, the average of
                     the closing bid and asked prices on such date, as reported
                     by The Wall Street Journal, for the over-the-counter
                     market; or

              (d)    if none of the foregoing is applicable, by the Board of
                     Directors of the Company in good faith.

         "INSIDER" means an officer or director of the Company or any other
person whose transactions in the Company's Common Stock are subject to Section
16 of the Exchange Act.

         "OPTION" means an award of an option to purchase Shares pursuant to
Section 5.

         "PARENT" means any corporation (other than the Company) in an unbroken
chain of corporations ending with the Company, if at the time of the granting of
an Award under the Plan, each of such corporations other than the Company owns
stock possessing fifty percent (50%), or more, of the total combined voting
power of all classes of stock in one of the other corporations in such chain.

                                                                         Page 13


<PAGE>



         "PARTICIPANT" means a person who receives an Award under the Plan.

         "PLAN" means this Candlestick Networks, Inc. Amended and Restated 2000
Stock Option Plan, as amended from time to time.

         "RESTRICTED STOCK AWARD" means an award of Shares pursuant to
Section 6.

         "SEC" means the Securities and Exchange Commission.

         "SECURITIES ACT" means the Securities Act of 1933, as amended.

         "SHARES" means shares of the Company's Common Stock reserved for
issuance under the Plan, as adjusted pursuant to Sections 2 and 18, and any
successor security.

         "STOCK BONUS" means an award of Shares, or cash in lieu of Shares,
pursuant to Section 7.

         "SUBSIDIARY" means any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company if, at the time of
granting of the Award, each of the corporations other than the last corporation
in the unbroken chain owns stock possessing fifty percent (50%), or more, of the
total combined voting power of all classes of stock in one of the other
corporations in such claim.

         "TERMINATION" or "TERMINATED" means, for purposes of the Plan with
respect to a Participant, that the Participant has ceased to provide services as
an employee, director, consultant or adviser, to the Company or a Parent,
Subsidiary or Affiliate of the Company, except in the case of sick leave,
military leave, or any other leave of absence approved by the Committee;
provided, however, that such leave is for a period of not more than ninety (90)
days, or reinstatement upon the expiration of such leave is guaranteed by
contract or statute. The Committee shall have sole discretion to determine
whether a Participant has ceased to provide services and the effective date on
which the Participant ceased to provide services (the "Termination Date").


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                                                                        Page 14

<PAGE>

                                    EXHIBIT A

THE SECURITY REPRESENTED BY THIS CERTIFICATE HAS BEEN ACQUIRED FOR INVESTMENT
AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF.
NO SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION
STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY
THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR ANY STATE LAW.

                           CANDLESTICK NETWORKS, INC.

                             STOCK OPTION AGREEMENT

         Pursuant to the Candlestick Networks, Inc. Amended and Restated
                      2000 Stock Option Plan (The "Plan")

NOTICE OF STOCK OPTION GRANT

         Optionee's Name and Address:

         (Optionee)


         ----------------------------


         ----------------------------


You have been granted an option to purchase shares of Common Stock of
Candlestick Networks, Inc. (the "Company"), subject to the terms and conditions
of the Plan and this Option Agreement, as follows:

Grant Number:

         Date of Grant                      __/__/__
         Vesting Commencement Date          __/__/__
         Exercise Price per Share           $____.__
         Total Number of Shares Granted     _____ (the "SHARES")
         Total Exercise Price               $____.__
         Type of Option                     Incentive Stock Option
         Term/Expiration Date:              __/__/__


AGREEMENT

     1. VESTING SCHEDULE: Subject to other limitations set forth in this
Agreement, this Option may be exercised, in whole or in part, in accordance with
the following schedule: 1/4th of the Shares will vest at the end of one year
following the Vesting Commencement Date, and thereafter 1/48th of the Shares
shall vest in

<PAGE>

equal amounts over the following 36 months on the day of the month corresponding
to the Vesting Commencement Date (or if there is no corresponding day in any
such month, on the last day of such month), until fully vested, unless vesting
ceases as set forth in the Plan or this Stock Option Agreement, and subject to
the Optionee's right to exercise the Option prior to full vesting as set forth
herein. If the Fair Market Value on the date of grant of the shares that vest in
any one year hereunder exceeds $100,000, then to the extent of the Shares
covered thereby in excess of the foregoing limitation, this Option shall
constitute a Non-Qualified Stock Option, regardless of its designation above.

     2. TERMINATION PERIOD. This Option may be exercised for Sixty days after
termination of the Optionee's employment or consulting relationship, or such
longer period as may be applicable upon death or disability of Optionee as
provided in the Agreement ("TERMINATION PERIOD"). In the event of the Optionee's
change in status from Employee to Consultant or Consultant to Employee, this
Option Agreement shall remain in effect; provided, however, that in the event of
a change in status from Employee to Consultant, Optionee's Incentive Stock
Option shall cease to be treated as an Incentive Stock Option and shall be
treated as a Non-Qualified Stock Option on the first day following the Sixty-day
period after such change in status. In no event shall this Option be exercised
later than the Term/Expiration Date as provided above.

     3. GRANT OF OPTION. Candlestick Networks, Inc., a Delaware corporation (the
"COMPANY"), hereby grants to the Optionee named in the Notice of Stock Option
Grant (the "OPTIONEE"), an option (the "OPTION") to purchase the total number of
shares of Common Stock (the "SHARES") set forth in the Notice of Stock Option
Grant, at the exercise price per share set forth in the Notice of Stock Option
Grant (the "EXERCISE PRICE") subject to the terms, definitions and provisions of
the Company's Amended and Restated 2000 Stock Option Plan (the "PLAN") adopted
by the Company, which is incorporated herein by reference. Unless otherwise
defined herein, the terms defined in the Plan shall have the same defined
meanings in this Option Agreement.

IF DESIGNATED IN THE NOTICE OF STOCK OPTION GRANT AS AN INCENTIVE STOCK OPTION,
THIS OPTION IS INTENDED TO QUALIFY AS AN INCENTIVE STOCK OPTION AS DEFINED IN
SECTION 422 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").
NEVERTHELESS, TO THE EXTENT THAT IT EXCEEDS THE ONE HUNDRED THOUSAND DOLLAR
($100,000) ANNUAL VESTING LIMITATION OF SECTION 422(D) OF THE CODE, THIS OPTION
SHALL BE TREATED AS A NON-QUALIFIED STOCK OPTION.

     4.   EXERCISE OF OPTION.

          a. RIGHT TO EXERCISE. This Option shall be exercisable during its term
     in accordance with the Vesting Schedule set out in the Notice of Stock
     Option Grant and with the applicable provisions of the Plan and this Option
     Agreement. In the event of termination of Optionee's Continuous Status as
     an Employee, Director or Consultant, this Option shall be exercisable in
     accordance with the applicable provisions of the Plan and this Option
     Agreement. This Option shall be subject to the provisions of Section 18 of
     the Plan relating to the exercisability or termination of the Option in the
     event of certain corporate transactions such as mergers, reorganizations
     and the like.

          b. METHOD OF EXERCISE. This Option shall be exercisable only by
     delivery of an Exercise Notice (attached as Exhibit A) which shall state
     the election to exercise the Option, the whole number of Shares in respect
     of which the Option is being exercised, such other representations and
     agreements as to the holder's investment intent with respect to such Shares
     and such other provisions as may be required by the Administrator. Such
     Exercise Notice shall be signed by the Optionee and

                                       2

<PAGE>

     shall be delivered in person or by certified mail to the Secretary of the
     Company accompanied by payment of the Exercise Price. The Option shall be
     deemed to be exercised upon receipt by the Company of such written notice
     accompanied by the Exercise Price.

NO SHARES WILL BE ISSUED PURSUANT TO THE EXERCISE OF THE OPTION UNLESS SUCH
ISSUANCE AND SUCH EXERCISE SHALL COMPLY WITH ALL APPLICABLE LAWS. ASSUMING SUCH
COMPLIANCE, FOR INCOME TAX PURPOSES, THE SHARES SHALL BE CONSIDERED TRANSFERRED
TO THE OPTIONEE ON THE DATE ON WHICH THE OPTION IS EXERCISED WITH RESPECT TO
SUCH SHARES.

          c. TAXES. No Shares will be issued to the Optionee or other person
     pursuant to the exercise of the Option until the Optionee or other person
     has made arrangements acceptable to the Administrator for the satisfaction
     of foreign, federal, state and local income and employment tax withholding
     obligations.

     5. METHOD OF PAYMENT. Payment of the Exercise Price shall be by any of the
following, or a combination thereof, at the election of the Optionee, provided,
however, that such exercise method does not then violate an Applicable Law:

          a. cash;

          b. check;

          c. 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.

          d. If at the time of exercise the Company's Common Stock is publicly
     traded and quoted regularly in the Wall Street Journal, payment of the
     exercise price, to the extent permitted by applicable statutes and
     regulations, may be made by delivery of already owned shares of Common
     Stock, or a combination of cash and already owned Common Stock. Such Common
     Stock shall be valued at its Fair Market Value (as defined in the Plan) on
     its date of exercise, and (ii) if originally acquired from the Company,
     must have been owned by Optionee for at least six months and be owned free
     and clear of any liens, claims, encumbrances or security interests.

          e. (1) In the event that the Option is exercised immediately prior to
     the closing by the Company of a "CORPORATE TRANSACTION" as defined in
     Section 18.1 of the Plan, or the closing of the initial public offering of
     the Company's Common Stock pursuant to a registration statement under the
     Securities Act (the "INITIAL PUBLIC OFFERING"), in lieu of exercising the
     Option in the manner provided above, the Optionee may elect to receive
     shares equal to the value of the Option (or the portion thereof being
     canceled) by surrender of this Option at the principal office of the
     Company together with notice of such election in which event the Company
     shall issue to holder a number of shares of Common Stock computed using the
     following formula:

                                    X =  Y (A - B)
                                         ---------
                                              A

          Where   X = The number of shares of Common Stock to be issued to the
                      Participant.

                                       3
<PAGE>

                  Y = The number of shares of Common Stock purchasable
                      under the Option (at the date of such calculation).

                  A = The fair market value of one share of Common Stock
                      (at the date of such calculation).

                  B = The Purchase Price (as adjusted to the date of such
                      calculation).

          (2) For purposes of this Section (e), the fair market value of the
     Company's Common Stock shall be the price per share which the Company
     receives for a single share of Common Stock in the corporate transaction,
     or, if the Option is exercised in connection with the Initial Public
     Offering, the fair market value of the Company's Common Stock shall be
     equal to the mid-price of the range of prices set forth in the registration
     statement relating to the Initial Public Offering or, if a subsequent
     amendment thereto sets forth a different range of prices (other than a
     "pricing amendment" setting forth a single, final price) then the mid-price
     of the range of prices set forth in such amendment.

     6. OPTIONEE'S REPRESENTATIONS. By receipt of this Option, by its execution,
and by its exercise in whole or in part, Optionee represents to the Company
that:

     a.   Optionee acknowledges that both this Option and any Shares purchased
          upon its exercise are securities, the issuance by the Company of which
          requires compliance with federal and state securities laws;

     b.   Optionee acknowledges that these securities are made available to
          Optionee only on the condition that Optionee makes the representations
          contained in this Section to the Company;

     c.   Optionee has made a reasonable investigation of the affairs of the
          Company sufficient to be well informed as to the rights and the value
          of these securities;

     d.   Optionee understands that the securities have not been registered
          under the Securities Act of 1933, as amended, (the "ACT"), or any
          applicable state law in reliance upon one or more specific exemptions
          contained in the Act and any applicable state law, which may include
          reliance on Rule 701 promulgated under the Act, if available, or which
          may depend upon (i) Optionee's bona fide investment intention in
          acquiring these securities; (ii) Optionee's intention to hold these
          securities in compliance with federal and state securities laws; (iii)
          Optionee having no present intention of selling or transferring any
          part thereof (recognizing that the Option is not transferable) in
          violation of applicable federal and state securities laws; and (iv)
          there being certain restrictions on transfer of the Shares subject to
          the Option;

     e.   Optionee understands that the Shares subject to this Option, in
          addition to other restrictions on transfer, must be held indefinitely
          unless subsequently registered under the Act and any applicable state
          law, or unless an exemption from registration is available; that Rule
          144, the usual exemption from registration under the Act, is only
          available after the satisfaction of certain holding periods and in the
          presence of a public market for the Shares; that there is no certainty
          that a public market for the Shares will exist, and that otherwise it
          will be necessary that the Shares be sold pursuant to another
          exemption from registration which may be difficult to satisfy; and

                                       4
<PAGE>

     f.   Optionee understands that the certificate representing the Shares will
          bear a legend prohibiting their transfer in the absence of their
          registration or the opinion of counsel for the Company that
          registration is not required.

     7. RESTRICTIONS ON EXERCISE. This Option, if an Incentive Stock Option, may
not be exercised until such time as the Plan has been approved by the
stockholders of the Company. In addition, this Option may not be exercised if
the issuance of the Shares subject to the Option upon such exercise would
constitute a violation of any Applicable Laws. In addition, the minimum number
of Shares with respect to which this Option may be exercised at any one time is
one hundred except (a) if the amount of Shares then vested (including any vested
Shares already purchased) is greater than zero but fewer than one hundred
Shares, in which case, the number of Shares vested shall be the minimum number
of Shares exercisable for so long as that number is less than one hundred, and
(b) no such minimum shall apply to the final exercise of all Shares available
for purchase under this Option.

     8. TERMINATION OF RELATIONSHIP. In the event the Optionee's Continuous
Status as an Employee, Director or Consultant terminates, the Optionee may, to
the extent otherwise so entitled at the date of such termination (the
"TERMINATION DATE"), exercise this Option during the Termination Period. Except
as provided in the following Sections concerning death and disability, to the
extent that the Optionee was not entitled to exercise this Option on the
Termination Date, or if the Optionee does not exercise this Option within the
Termination Period, the Option shall terminate.

     9. DISABILITY OF OPTIONEE. In the event the Optionee's Continuous Status as
an Employee, Director or Consultant terminates as a result of his or her
disability, the Optionee may, but only within twelve (12) months from the
Termination Date (and in no event later than the Term/Expiration Date), exercise
the Option to the extent otherwise entitled to exercise it on the Termination
Date; provided, however, that if such disability is not a "disability" as such
term is defined in Section 22(e)(3) of the Code and the Option is an Incentive
Stock Option, such Incentive Stock Option shall cease to be treated as an
Incentive Stock Option and shall be treated as a Non-Qualified Stock Option on
the ninety-first (91st) day following the Termination Date. To the extent that
the Optionee was not entitled to exercise the Option on the Termination Date, or
if the Optionee does not exercise such Option to the extent so entitled within
the time specified herein, the Option shall terminate.

     10. DEATH OF OPTIONEE. In the event of the Optionee's death, the Option may
be exercised at any time within twelve (12) months following the date of death
(and in no event later than the Term/Expiration Date), by the Optionee's estate
or by a person who acquired the right to exercise the Option by bequest or
inheritance, but only to the extent the Optionee could exercise the Option at
the date of death.

     11. TRANSFERABILITY OF OPTION. This Option, if an Incentive Stock Option,
may not be transferred in any manner otherwise than by will or by the laws of
descent or distribution and may be exercised during the lifetime of the Optionee
only by the Optionee. This Option, if a Non-Qualified Stock Option, may be
transferred by the Optionee only in a manner and to the extent acceptable to the
Administrator as evidenced by a writing signed by the Administrator on behalf of
the Company and the Optionee consenting to such transfer, which consent may be
withheld in the sole discretion of the Administrator. The terms of this Option
shall be binding upon the executors, administrators, heirs and successors of the
Optionee.

                                       5
<PAGE>

     12. TERM OF OPTION. This Option may be exercised only within the term set
out in the Notice of Stock Option Grant, and may be exercised during such term
only in accordance with the Plan and the terms of this Option Agreement.

     13. TAX CONSEQUENCES. Set forth below is a brief summary as of the date of
this Option Agreement of some of the federal tax consequences of exercise of
this Option and disposition of the Shares.

THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE
SUBJECT TO CHANGE. OPTIONEE SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THIS
OPTION OR DISPOSING OF THE SHARES.

     a.   INCENTIVE STOCK OPTIONS.

          i. EXERCISE OF INCENTIVE STOCK OPTION. If this Option qualifies as an
     Incentive Stock Option, there will be no regular federal income tax
     liability upon the exercise of the Option, although the excess, if any, of
     the Fair Market Value of the Shares on the date of exercise over the
     Exercise Price will be treated as an adjustment to alternative minimum
     taxable income for federal tax purposes and may subject the Optionee to the
     alternative minimum tax in the year of exercise.

          ii. EXERCISE OF INCENTIVE STOCK OPTION FOLLOWING DISABILITY. If the
     Optionee's Continuous Status as an Employee, Director or Consultant
     terminates as a result of disability that is not total and permanent
     disability as defined in Section 22(e)(3) of the Code, to the extent
     permitted on the date of termination, the Optionee must exercise an
     Incentive Stock Option within 90 days of such termination for the Incentive
     Stock Option to be qualified as an Incentive Stock Option.

          iii. DISPOSITION OF SHARES. In the case of an Incentive Stock Option,
     if Shares received on exercise of the Option are held for at least one year
     after receipt of the Shares and for at least two years after the Date of
     Grant, any gain realized on disposition of the Shares would be treated as
     long-term capital gain for federal income tax purposes. If Shares purchased
     under an Incentive Stock Option are disposed of within the one-year or
     two-year periods described above, then under federal tax law any gain
     realized on such disposition would be treated as compensation income
     taxable at ordinary income rates to the extent of the difference between
     the Exercise Price and the lesser of (i) the Fair Market Value of the
     Shares on the date of exercise or (ii) the sale price of the Shares.

     b.   NON-QUALIFIED STOCK OPTIONS.

          i. EXERCISE OF NON-QUALIFIED STOCK OPTIONS. There may be a regular
     federal income tax liability upon the exercise of a Non-Qualified Stock
     Option. The Optionee would generally recognize compensation income (taxable
     at ordinary income tax rates) equal to the excess, if any, of the Fair
     Market Value of the Shares on the date of exercise over the Exercise Price.
     If Optionee is an Employee or a former Employee, the Company will be
     required to withhold from Optionee's compensation or collect from Optionee
     and pay to the applicable taxing authorities an amount in cash equal to a
     percentage of this compensation income at the time of exercise, and may
     refuse to honor the exercise and refuse to deliver Shares if such
     withholding amounts are not delivered at the time of exercise.

                                       6
<PAGE>

          ii. DISPOSITION OF SHARES. In the case of a Non-Qualified Stock
     Option, if Shares are held for more than 12 months, any gain realized on
     disposition of the Shares will be treated as long-term capital gain for
     federal income tax purposes.

     14.  TRANSFER RESTRICTIONS

          a. RESTRICTION ON TRANSFER. Upon exercise of the Option, Optionee
     shall not transfer, assign, encumber, or otherwise dispose of any of the
     Shares which are subject to any restrictions or repurchase rights contained
     herein.

          b. TRANSFEREE OBLIGATIONS. Each person (other than the Company) to
     whom the Shares are transferred by means of one of the permitted transfers
     specified in paragraph 14.a. hereof must, as a condition precedent to the
     validity of such transfer, be required to acknowledge in writing to the
     Company that such person is bound by the provisions of this Agreement to
     the same extent that such shares would be so subject if retained by the
     Optionee.

     15.  RIGHT OF FIRST REFUSAL

          a. GRANT. The Company is hereby granted the right of first refusal
     (the "FIRST REFUSAL RIGHT"), exercisable in connection with any proposed
     sale or other transfer of the Shares. For purposes of this Section, the
     term "TRANSFER" shall include any assignment, pledge, encumbrance or other
     disposition for value of the Shares intended to be made by the Owner, but
     shall not include any of the transfers expressly permitted above.

          b. NOTICE OF INTENDED DISPOSITION. In the event the Owner desires to
     accept a bona fide third-party offer for any or all of the Shares (the
     shares subject to such offer to be hereinafter called, for purposes of this
     Section, the "TARGET SHARES"), the Owner shall promptly (i) deliver to the
     Secretary of the Company written notice (the "DISPOSITION NOTICE") of the
     offer and the basic terms and conditions thereof, including the proposed
     purchase price, and (ii) provide satisfactory proof that the disposition of
     the Target Shares to the third-party offeror would not contravene the
     provisions of this Agreement.

          c. EXERCISE OF RIGHT. The Company (or its assignees) shall, for a
     period of ten (10) days following receipt of the Disposition Notice, have
     the right to repurchase all or any portion of the Target Shares specified
     in the Disposition Notice upon substantially the same terms and conditions
     specified therein. Such right shall be exercisable by written notice (the
     "EXERCISE NOTICE") delivered to the Owner prior to the expiration of the
     ten (10) day exercise period. The Company (or its assignees) shall effect
     the repurchase of the Target Shares, including payment of the purchase
     price, not more than five (5) business days after delivery of the Exercise
     Notice; and at such time the Owner shall deliver to the Company the
     certificates representing the Target Shares to be repurchased, properly
     endorsed for transfer (unless already in the possession of the Company).
     The Target Shares so purchased shall thereupon be canceled and cease to be
     issued and outstanding shares of the Company's Common Stock.

          d. NON-CASH CONSIDERATION. Should the purchase price specified in the
     Disposition Notice be payable in property other than cash or evidences of
     indebtedness, the Company (or its assignees) shall have the right to pay
     the purchase price in the form of cash equal in amount to the value of such
     property as determined by the Company in good faith. If the Owner notifies
     the Company in writing


                                       7
<PAGE>

     that it does not agree with the valuation proposed by the Company within
     sixty days after the Company's proposed valuation, the valuation shall be
     made in the manner Fair Market Value is determined hereunder by an
     appraiser of recognized standing selected by the Owner and the Company (or
     its assignees), or, if they cannot agree on an appraiser within sixty days
     after the Company's receipt of the Disposition Notice, each shall select an
     appraiser of recognized standing and the two appraisers shall designate a
     third appraiser of recognized standing, whose appraisal shall be
     determinative of such value. The cost of such appraisal shall be shared
     equally by the Owner and the Company. The closing shall then be held on the
     latter of (i) the fifth business day following delivery of the Exercise
     Notice or (ii) the 15th day after such cash valuation shall have been made.

          e. NON-EXERCISE OF RIGHT. In the event the Exercise Notice is not
     given to the Owner within ten (10) days following the date of the Company's
     receipt of the Disposition Notice, the Owner shall have a period of thirty
     (30) days thereafter, in which to sell or otherwise dispose of any or all
     of the Target Shares upon terms and conditions (including the purchase
     price) no more favorable to the third-party purchaser than those specified
     in the Disposition Notice; provided that any such sale or disposition must
     not the restrictions imposed hereunder to comply with applicable law.

          f. THIRD PARTY OBLIGATIONS. The third-party purchaser shall acquire
     the Target Shares subject to all the terms and provisions of this Agreement
     (including the Company's First Refusal Right hereunder). If the Owner does
     not sell or otherwise dispose of the Target Shares within the specified ten
     day period, the Company's First Refusal Right shall continue to apply to
     any subsequent disposition of the Target Shares by the Owner until such
     right lapses in accordance with Section h below.

          g. RECAPITALIZATION. In the event of any stock dividend, stock split,
     recapitalization or other transaction affecting the Company's outstanding
     Common Stock as a class effected without receipt of consideration, then any
     new, substituted or additional securities or other property which is by
     reason of such transaction distributed with respect to the Shares shall be
     immediately subject to the Company's First Refusal Right hereunder, but
     only to the extent the Shares are at the time covered by such right.

          h. LAPSE. The First Refusal Right under this Article shall lapse and
     cease to have effect upon the earliest to occur of (i) the determination by
     the Company's Board of Directors that a public market exists for the
     outstanding shares of the Company's Common Stock, or (ii) the first sale of
     Common Stock of the Company to the general public pursuant to a
     registration statement filed with and declared effective by the Securities
     and Exchange Commission under the Act.

For purposes of this Option, the term "OWNER" shall include Optionee and all
subsequent holders of the Shares who derive their chain of ownership through a
transfer from Optionee expressly permitted hereunder.

     16. REPURCHASE RIGHT. Any Shares purchased under this Option are subject to
the terms of any repurchase right set forth in the form of exercise notice
attached hereto.

     17. MARKET STANDOFF. In connection with any underwritten public offering by
the Company of its equity securities pursuant to an effective registration
statement filed under the Act, a person shall not sell, or make any short sale
of, loan, hypothecate, pledge, grant any option for the purchase of, or
otherwise dispose or transfer for value or otherwise agree to engage in any of
the foregoing transactions with respect to, any


                                       8
<PAGE>

Shares issued pursuant to an Option granted under the Plan without the prior
written consent of the Company or its underwriters. The Company and its
underwriters may request such additional written agreements in furtherance of
such standoff in the form reasonably satisfactory to the Company and such
underwriters. Any Shares issued under this Option shall be stamped or otherwise
imprinted with a legend substantially in the following form:

THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE SUBJECT TO CERTAIN LOCK-UP
RESTRICTIONS ON TRANSFER SET FORTH IN THAT CERTAIN STOCK OPTION AGREEMENT
BETWEEN THE ORIGINAL HOLDER HEREOF AND THE COMPANY.

     18. ENTIRE AGREEMENT: GOVERNING LAW. The Plan is incorporated herein by
reference. Capitalized terms in this Option Agreement shall, unless otherwise
specifically indicated, have the same meanings assigned to such terms in the
Plan. The Plan and this Option Agreement constitute the entire agreement of the
parties with respect to the subject matter hereof and supersede in their
entirety all prior undertakings and agreements of the Company and the Optionee
with respect to the subject matter hereof, and may not be modified adversely to
the Optionee's interest except by means of a writing signed by the Company and
Optionee. This agreement is governed by California law as it applies to
contracts entered into and to be performed entirely within that state.

     19. HEADINGS. The captions used in this Option are inserted for convenience
and shall not be deemed a part of this Option for construction or
interpretation.


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                       9
<PAGE>


20. INTERPRETATION. Any dispute regarding the interpretation of this Option
Agreement shall be submitted by the Optionee or by the Company forthwith to the
Board or the Administrator that administers the Plan, which shall review such
dispute at its next regular meeting. The resolution of such dispute by the Board
or the Administrator shall be final and binding on all persons.

                                    CANDLESTICK NETWORKS, INC.


                                    By:
                                       -----------------------------------------
                                         Pravat Mishra, President and CEO


                                       10
<PAGE>

OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE
OPTION HEREOF IS EARNED ONLY BY CONTINUING CONSULTANCY OR EMPLOYMENT AT THE WILL
OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR
ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT
NOTHING IN THIS AGREEMENT, NOR IN THE COMPANY'S AMENDED AND RESTATED 2000 STOCK
OPTION PLAN WHICH IS INCORPORATED HEREIN BY REFERENCE, SHALL CONFER UPON
OPTIONEE ANY RIGHT WITH RESPECT TO CONTINUATION OF EMPLOYMENT OR CONSULTANCY BY
THE COMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH OPTIONEE'S RIGHT OR THE
COMPANY'S RIGHT TO TERMINATE OPTIONEE'S EMPLOYMENT OR CONSULTANCY AT ANY TIME,
WITH OR WITHOUT CAUSE.

Optionee acknowledges receipt of a copy of the Plan and represents that he is
familiar with the terms and provisions thereof, and hereby accepts this Option
Agreement subject to all of the terms and provisions thereof. Optionee has
reviewed the Plan and this Option Agreement in their entirety, has had an
opportunity to obtain the advice of counsel prior to executing this Option
Agreement and fully understands all provisions of the Option Agreement. Optionee
hereby agrees to accept as binding, conclusive and final all decisions or
interpretations of the Administrator upon any questions arising under the Plan
or this Option Agreement. Optionee further agrees to notify the Company upon any
change in the residence address indicated below.

Optionee acknowledges that this Option Agreement is in lieu of and supercedes
and replaces all previous commitments, undertakings or promises with regard to
the option granted hereby.

Dated: ________________________     Signed: ____________________________________

                                    Residence Address:  ________________________

                                                        ________________________

                                                        ________________________


                                       11
<PAGE>

                                    EXHIBIT A

                           CANDLESTICK NETWORKS, INC.
                   Amended and Restated 2000 Stock Option Plan

                                 EXERCISE NOTICE

CANDLESTICK NETWORKS, INC.
70 Las Colinas Lane
San Jose, CA 95119

1.   Exercise of Option. Effective as of today, , _____, the undersigned,
     ("PURCHASER"), hereby elects to purchase ( ) shares (the "SHARES") of the
     Common Stock of CANDLESTICK NETWORKS, INC., a Delaware corporation (the
     "COMPANY"), under and pursuant to the Company's Amended and Restated 2000
     Stock Option Plan (the "PLAN"), and the Stock Option Agreement dated
     ____________, 2000 (the "OPTION AGREEMENT"). The purchase price per share
     for the Shares shall be $_.__ per share for an aggregate purchase price of
     $______________, as required by the Option Agreement.

2.   Delivery of Payment. Purchaser herewith delivers to the Company the full
     purchase price for the Shares. I hereby elect to pay the exercise price by
     the method marked below:

     a. ___ Cash

     b. ___ Check

     c. ___ Same day exercise and sale

     d. ___ Delivery of already owned shares of Common Stock


3.   Broker Instructions. In the event I have elected to exercise options via
     the same day exercise and sale method, you are hereby authorized to
     instruct ___________________ (the "BROKER") to accept the proceeds deriving
     from the sale of the Shares, and to take the following actions: (i) to
     deduct from the proceeds of the sale any Company expenses; (ii) to deduct
     from the proceeds any tax withholding requested by the Company and to
     request in writing from the Company a statement of the tax amounts to be
     withheld, if no request has been given by the Company; (iii) to deliver the
     above amounts so deducted to the Company; and (iv) to deliver the remaining
     proceeds to me as I shall direct the Broker.

     These instructions shall be construed as authorizing the Broker and the
     Company to take any other actions reasonably necessary to effect the
     purposes hereof and the Broker and the Company may rely upon any statements
     and undertakings made herein by the undersigned, as if said statements and
     undertakings were made directly to the Broker and the Company.

I further acknowledge that I shall bear sole responsibility for any commissions
and fees relating to the performance of these instructions by the Broker or the
Company, and any other banking activities and will, upon demand, indemnify and
defend the Broker or the Company against any amounts which may be owing in this
regard.


                                       1
<PAGE>

4.   Repurchase Right.

     a.   Grant. The Company is hereby granted the right (the "REPURCHASE
          RIGHT"), exercisable at any time during the thirty (30)-day period
          following the date the Optionee ceases for any reason to be a Service
          Provider to the Company to repurchase at the Purchase Price all or any
          portion of the Shares in which the Optionee has not acquired a vested
          interest in accordance with the vesting provisions hereof (such shares
          to be hereinafter called the "UNVESTED SHARES").

               Exercise of the Repurchase Right. The Repurchase Right shall be
          exercisable by written notice delivered to the Optionee prior to the
          expiration of the thirty (30)-day period after the Optionee ceases to
          be a Service Provider for any reason. The notice shall indicate the
          number of Unvested Shares and Vested Shares to be repurchased and the
          date on which the repurchase is to be effected, such date to be not
          more than thirty (30) days after the date of notice. The Company
          shall, concurrently with the receipt of the stock certificates from
          escrow in accordance herewith, pay to Optionee in cash or cash
          equivalents (including the cancellation of any purchase-money
          indebtedness), (i) an amount equal to the Purchase Price previously
          paid for the Unvested Shares which are to be repurchased by the
          Company and (ii) the Fair Market Value per share for the Vested Shares
          which are to be repurchased by the Company. The "FAIR MARKET VALUE"
          per share shall be determined in good faith by the Company's Board of
          Directors unless Optionee delivers written notice of disagreement with
          the Board's determination within ten (10) business days after receipt
          of notice of such determination. The Company, through a designated
          representative, shall thereafter promptly contact Optionee to discuss
          such valuation and the parties will attempt in good faith to reach an
          agreement concerning the purchase price within ten (10) business days
          after the Company's receipt of Optionee's notice of disagreement. If
          the parties are unable to agree upon a purchase price, Optionee shall
          thereafter obtain, at Optionee's sole cost and expense, a written
          appraisal of the per-share fair market value, which Optionee shall
          deliver to the Company within forty-five (45) days after the date that
          the Company receives the notice of disagreement. If the Company agrees
          with the appraised value in Optionee's appraisal report, it shall
          complete the purchase within five (5) business days after its receipt
          of the appraisal. If the Company disagrees with the appraised value in
          Optionee's appraisal report and the parties are not successful in
          resolving the disagreement through further discussion, the Company may
          do any of the following: (1) it may obtain its own appraisal report,
          which it may use as a basis for further discussion, mediation, or
          arbitration with Optionee, all as described in this Section, or (2)
          require the Optionee to submit to nonbinding mediation, or (3) only
          after nonbinding mediation fails to result in a resolution of the
          disagreement, seek binding arbitration of the matter The Company's
          notice to Optionee of its disagreement with Optionee's appraisal shall
          be in writing and shall be made within ten (10) business days after
          the Company receives Optionee's notice of disagreement. If the Company
          obtains an appraisal report and its appraisal falls within twenty
          percent of the determination of fair market value in Optionee's
          appraisal report, the per-share price shall equal the sum of the
          appraised fair market value in each appraisal report divided by two.
          If the difference between the appraised value in each report is
          greater than twenty percent and the parties are unable to agree on a
          purchase price through informal discussion or mediation, the purchase
          shall take place at a price established through binding arbitration.
          The parties shall use their diligent efforts to resolve all
          disagreements and to consummate the purchase within ninety days after
          the date that Company delivers written notice of its disagreement to
          Optionee, provided that if such date is extended through the mediation
          and, if necessary, the arbitration process,

                                       2
<PAGE>

          the purchase shall in all events be consummated within five (5)
          business days after the parties agree upon a purchase price in the
          case of mediation or, in the case of arbitration, the arbitrator's
          decision.

               Termination of the Repurchase Right/Vesting. The Repurchase Right
          shall terminate with respect to any Shares for which it is not timely
          exercised hereunder. In addition, the Repurchase Right shall
          terminate, and cease to be exercisable, with respect to any and all
          Shares in which Optionee vests in accordance with the schedule below.
          Accordingly, Optionee shall acquire a vested interest in, and the
          Repurchase Right shall lapse with respect to, the Shares in accordance
          with the following provisions: the Shares will vest at the rate of one
          forty-eighth (1/48th) per month on the day of the relevant month
          corresponding to the Vesting Commencement Date (or if there is no
          corresponding day in any such month, on the last day of such month),
          until fully vested, unless vesting ceases as set forth in this
          Agreement.

               Fractional Shares. No fractional shares shall be repurchased by
          the Company. Accordingly should the Repurchase Right extend to a
          fractional share at the time the Optionee ceases to be a Service
          Provider, then such fractional share shall be added to any fractional
          share in which the Optionee is at such time vested in order to make
          one whole vested share no longer subject to the Repurchase Right.

               Additional Shares or Substituted Securities. In the event of any
          stock dividend, stock split, recapitalization, or other change
          affecting the Company's outstanding Common Stock as a class effected
          without receipt of consideration, then any new, substituted, or
          additional securities or other property (including money paid other
          than as a regular cash dividend) which is by reason of any such
          transaction distributed with respect to the Shares shall be
          immediately subject to the Repurchase Right, but only to the extent
          the Shares are at the time covered by such right. Appropriate
          adjustments to reflect the distribution of such securities or property
          shall be made to the number of Shares hereunder and to the price per
          share to be paid upon the exercise of the Repurchase Right in order to
          reflect the effect of any such transaction upon the Company's capital
          structure; provided, however, that the aggregate purchase price shall
          remain the same.

               Corporate Transaction. Unless otherwise approved by the Board of
          Directors or the Committee, or set forth in an employment agreement or
          other agreement by and between the Company and Optionee (which
          provisions shall replace and supercede this Section 4.f.), in the
          event of any of the following transactions (a "CORPORATE
          TRANSACTION"):

                    i. a merger or acquisition in which the Company is not the
               surviving entity, except for a transaction the principal purpose
               of which is to change the State in which the Company is
               incorporated;

                    ii. the sale, transfer or other disposition of all or
               substantially all of the assets of the Company; or

                    iii. any reverse merger in which the Company is the
               surviving entity but in which fifty percent (50%) or more of the
               Company's outstanding voting stock is transferred to holders
               different from those who held the stock immediately prior to such
               merger; then the Repurchase Right shall automatically lapse in
               its entirety, and the Optionee shall acquire a vested interest in
               all the Shares, upon the consummation of such Corporate


                                       3
<PAGE>

               Transaction, unless the acquiror of such assets or capital stock
               or successor corporation agrees that all consideration paid to or
               exchanged for any Unvested Shares shall continue to be subject to
               the option vesting schedule set forth herein based on the
               Optionee's continued employment with such acquiror or successor
               corporation on the same terms and conditions as set forth herein.

               Assignment. In the event the Company for any reason elects not to
          exercise the Repurchase Right pursuant to this Article, the Company
          may assign it, provided that the Repurchase Right shall not extend
          beyond the thirty (30)-day period described herein. In the event that
          the Company and such assignees do not elect to exercise the Repurchase
          Right as to all of the shares of stock subject to it, the Repurchase
          Right shall expire as to all shares which the Company and such
          assignees have not elected to purchase.

5.   Escrow for Shares

          b. Deposit. Upon issuance, the certificate for any shares subject to
     repurchase rights hereunder shall be deposited in escrow with the Company
     to be held in accordance with the provisions of this Section. Such
     deposited certificate shall be accompanied by a duly executed Assignment
     Separate from Certificate in the form of Exhibit A attached hereto. The
     deposited certificate, together with any other assets or securities from
     time to time deposited with the Company pursuant to the requirements of
     this Agreement, shall remain in escrow until such time or times as the
     certificate (or other assets and securities) shall be released or otherwise
     surrendered for cancellation in accordance herewith.

          c. Recapitalization. Any cash dividends on the Shares (or other
     securities at the time held in escrow) shall be paid directly to the
     Purchaser and shall not be held in escrow. However, in the event of any
     stock dividend, stock split, recapitalization, or other change affecting
     the Company's outstanding Common Stock as a class effected without receipt
     of consideration, any new, substituted, or additional securities or other
     property which is by reason of such event distributed with respect to the
     Shares shall be immediately delivered to the Company to be held in escrow
     under this Section 6, but only to the extent the Shares are at the time
     subject to the escrow requirements of paragraph 6.(a).

          d. Release/Surrender. The Shares, together with any other assets or
     securities held in escrow hereunder, shall be subject to the following
     terms and conditions relating to their release from escrow or their
     surrender to the Company for repurchase and cancellation:

               i. Should the Company (or its assignees) elect to exercise the
          Repurchase Right with respect to any Unvested Shares, then the
          escrowed certificates for such Unvested Shares (together with any
          other assets or securities issued with respect thereto) shall be
          delivered to the Company for cancellation, concurrently with the
          payment to the Purchaser, in cash or cash equivalent (including the
          cancellation of any purchase-money indebtedness), of an amount equal
          to the aggregate Purchase Price for such Unvested Shares, and the
          Purchaser shall cease to have any further rights or claims with
          respect to such Unvested Shares (or other assets or securities).

               ii. As the interest of the Purchaser in the Shares (or any other
          assets or securities issued with respect thereto) vests in accordance
          with the provisions of the Option Agreement, the certificates for such
          vested Shares (as well as all other vested assets and securities)
          shall


                                       4
<PAGE>

          be released from escrow and delivered to the Purchaser upon the
          request of the Purchaser, but in no event more frequently than every 3
          months.

               iii. All Shares (or other assets or securities) released from
          escrow in accordance with the above provisions shall nevertheless
          remain subject to all other restrictions applicable thereto (whether
          under this Agreement or otherwise), until such provisions terminate in
          accordance with their terms.

6.   Section 83(b) Election. The Purchaser understands that under Section 83 of
     the Internal Revenue Code of 1986, as amended (the "CODE"), the excess of
     the fair market value of the Shares on the date any forfeiture restrictions
     applicable to such shares lapse over the Purchase Price paid for such
     shares will be reportable as ordinary income at that time. For this
     purpose, the term "FORFEITURE RESTRICTIONS" includes the right of the
     Company to repurchase a portion of the Shares pursuant to this Agreement.
     Purchaser understands, however, that Purchaser may elect to be taxed at the
     time such Shares are acquired hereunder, rather than when and as such
     Shares cease to be subject to such forfeiture restrictions, by filing an
     election under Section 83(b) of the Code with the Internal Revenue Service
     within thirty (30) days after the date of this Agreement. Even if the fair
     market value of the Shares at the date of this Agreement equals the
     Purchase Price paid (and thus no tax is payable), the election must be made
     to avoid adverse tax consequences in the future. The form for making this
     election is attached as Exhibit B hereto. Purchaser understands that
     failure to make this filing within the thirty (30) day period will result
     in the recognition of ordinary income by the Purchaser as the forfeiture
     restrictions lapse. PURCHASER ACKNOWLEDGES THAT IT IS PURCHASER'S SOLE
     RESPONSIBILITY, AND NOT THE COMPANY'S, TO FILE A TIMELY ELECTION UNDER
     SECTION 83(b), EVEN IF PURCHASER REQUESTS THE COMPANY OR ITS
     REPRESENTATIVES TO MAKE THIS FILING ON HIS/HER BEHALF.

7.   Representations of Purchaser. Purchaser acknowledges that Purchaser has
     received, read and understood the Plan and the Option Agreement, and agrees
     to abide by and be bound by their terms and conditions.

8.   Rights as Stockholder. 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 Stockholder shall exist
     with respect to the Shares, notwithstanding the exercise of the Option. In
     the event Purchaser has not sold the Shares in a same day exercise and
     sale, a share certificate for the number of Shares so acquired shall be
     issued to the Purchaser as soon as practicable after 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 the Plan.

9.   Tax Consultation; Payment of Taxes. Purchaser understands that Purchaser
     may suffer adverse tax consequences as a result of Purchaser's purchase or
     disposition of the Shares. Purchaser represents that Purchaser has
     consulted with any tax consultants Purchaser deems advisable in connection
     with the purchase or disposition of the Shares and that Purchaser is not
     relying on the Company for any tax advice.

     Purchaser agrees to satisfy all applicable federal, state and local income
     and employment tax withholding obligations with respect to the exercise of
     the Option and, if applicable, the sale of the Shares and will, upon
     demand, indemnify and defend the Company and, if applicable, the Broker,
     against any amounts


                                       5
<PAGE>

     which may be owing in this regard. Purchaser also agrees, as partial
     consideration for the designation of the Option as an Incentive Stock
     Option, if applicable, to notify the Company in writing within thirty (30)
     days of any disposition of any Shares acquired by exercise of the Option if
     such disposition occurs within two (2) years from the Date of Grant or
     within one (1) year from the date the Shares were transferred to Purchaser.
     If the Company is required to satisfy any federal, state or local income or
     employment tax withholding obligations as a result of such an early
     disposition, Purchaser agrees to satisfy the amount of such withholding in
     a manner that the Administrator prescribes.

10.  Entire Agreement. The Plan and Option Agreement are incorporated herein by
     reference. This Agreement, the Plan and the Option Agreement constitute the
     entire agreement of the parties and supersede in their entirety all prior
     undertakings and agreements of the Company and Purchaser with respect to
     the subject matter hereof.

11.  Successors and Assigns. The Company may assign any of its rights under this
     Exercise Notice to single or multiple assignees, and this Agreement shall
     inure to the benefit of the successors and assigns of the Company. This
     Exercise Notice shall be binding upon Purchaser and his or her heirs,
     executors, administrators, successors and assigns.

12.  Headings. The captions used in this Agreement are inserted for convenience
     and shall not be deemed a part of this Agreement for construction or
     interpretation.

13.  Interpretation. Any dispute regarding the interpretation of this Exercise
     Notice shall be submitted by Purchaser or by the Company forthwith to the
     Company's Board of Directors or the Administrator that administers the
     Plan, which shall review such dispute at its next regular meeting. The
     resolution of such a dispute by the Board or Administrator shall be final
     and binding on all persons.

14.  Governing Law; Severability. This Agreement shall be governed by and
     construed in accordance with the laws of the State of California as it
     applies to contracts entered into and to be performed entirely within that
     state. Should any provision of this Agreement be determined by a court of
     law to be illegal or unenforceable, the other provisions shall nevertheless
     remain effective and shall remain enforceable.

15.  Notices. Any notice required or permitted hereunder shall be given in
     writing and shall be deemed effectively given upon personal delivery or
     upon deposit in the United States mail by certified mail, with postage and
     fees prepaid, addressed to the other party at its address as shown below
     beneath its signature, or to such other address as such party may designate
     in writing from time to time to the other party.

16.  Further Instruments. The parties agree to execute such further instruments
     and to take such further action as may be reasonably necessary to carry out
     the purposes and intent of this agreement.

                             Signature Page Follows


                                       6
<PAGE>


Submitted by:                            Accepted by:
PURCHASER:                               CANDLESTICK NETWORKS, INC.:

By:                                      By:
   ----------------------------------       ------------------------------------
             (Signature)                                (Signature)

-------------------------------------    ---------------------------------------
             (Print Name)                         (Print Name and Title)

Address:                                 Address:

-------------------------------------    70 Las Colinas Lane
                                         San Jose,  CA 95119
-------------------------------------

                                       7
<PAGE>



                                    EXHIBIT A

                      ASSIGNMENT SEPARATE FROM CERTIFICATE

         FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto ___________________________ ( ) shares of the Common Stock of Candlestick
Networks, Inc. (the "COMPANY") standing in the undersigned's name on the books
of the Company represented by Certificate No. __________ herewith and do hereby
irrevocably constitutes and appoints the Secretary of the Company as the
Attorney-in-fact to transfer such Common Stock on the books of the within named
Company with full power of substitution in the premises.

     Dated: ___________



                                         ---------------------------------------
                                         (Signature)

                                         ---------------------------------------
                                         (Printed Name)

                                         ---------------------------------------
                                         (Spouse's Signature, if applicable)

                                         ---------------------------------------
                                         (Printed Name)



<PAGE>


                                    EXHIBIT B

                 PROTECTIVE SPECIAL ELECTION UNDER SECTION 83(B)
                      OF THE INTERNAL REVENUE CODE OF 1986

     The undersigned, (Optionee) (the "TAXPAYER"), hereby makes the election
under Section 83(b) of the Internal Revenue Code of 1986, as amended (the
"CODE"), with respect to shares of common stock of Candlestick Networks, Inc.
(the "SHARES" or "PROPERTY") acquired by the undersigned pursuant to the
exercise of an "INCENTIVE STOCK OPTION" during the taxable year.

     The following information with respect to such election is provided below:

     1.   NAME, ADDRESS AND SOCIAL SECURITY NUMBER OF THE TAXPAYER:

          (Optionee)
          -----------------------------------

          -----------------------------------

          -----------------------------------

           Social Security Number: ____________________


     2.   A DESCRIPTION OF EACH PROPERTY WITH RESPECT TO WHICH THE ELECTION IS
          BEING MADE:

          ______________ common stock shares of Candlestick Networks, Inc., a
          Delaware corporation.

     3.   DATE ON WHICH THE PROPERTY WAS TRANSFERRED AND THE TAXABLE YEAR FOR
          WHICH THE ELECTION IS MADE:

          Date of Transfer:     __________________

          Taxable Year:         __________________   Calendar Year

     4.   NATURE OF THE RESTRICTIONS TO WHICH THE PROPERTY IS SUBJECT:

          The Taxpayer is required to sell the Shares back to Candlestick
          Networks, Inc., a Delaware corporation, at its original purchase price
          if the Taxpayer's employment with Candlestick Networks, Inc. is
          terminated before the Taxpayer's rights to the Shares have vested. The
          Shares will vest as follows: 1/4th of the Shares will vest at the end
          of one year following the Vesting Commencement Date, and thereafter
          1/48th of the Shares shall vest in equal amounts over the following 36
          months on the day of the month corresponding to the Vesting
          Commencement Date (or if there is no corresponding day in any such
          month, on the last day of such month), until fully vested, unless
          vesting ceases as set forth in the Amended and Restated 2000 Stock
          Option Plan



<PAGE>

          of Candlestick Networks, Inc. or the Stock Option Agreement under
          which the Shares were acquired. The Vesting Commencement Date is
          ______________.

     5.   FAIR MARKET VALUE AT THE TIME OF TRANSFER OF THE PROPERTY:

          $___ .___ per share.


     6.   THE AMOUNT PAID FOR THE PROPERTY:

          $___ .___ per share

     7.   ADDITIONAL COPIES OF ELECTION:

          A copy of this election has been furnished to Candlestick Networks,
          Inc., a Delaware corporation, the entity for which services were
          performed.

     8.   LIMITED NATURE OF ELECTION:

          Because the Property is shares of Common Stock of Candlestick
          Networks, Inc. acquired by exercise of an incentive stock option
          (within the meaning of Section 422 of the Code), the undersigned will
          not recognize income upon exercise of the option. Therefore this
          election is protective only, is made solely to bar application of
          Section 83(a) of the Code and is not made to cause the undersigned
          actually to recognize income which apart from this election qualifies
          for nonrecognition treatment under Sections 421 and 422 of the Code.

     9.   ALTERNATIVE MINIMUM TAX:

          The Taxpayer intends that this election will be an effective election
          under Section 83(b) of the Code for all purposes of the Alternative
          Minimum Tax, and in particular for purposes of computing the
          adjustment described in Section 56(b)(3) of the Code.

     10.  PERFORMANCE OF SERVICES AND BENEFICIAL TRANSFEREE.

          The Taxpayer performed the services in connection with the transfer of
          the Property and is the beneficial transferee of the Property.

                                     *  *  *


<PAGE>



         The undersigned understands that the foregoing election may not be
revoked except with the consent of the Commissioner.

Dated:  _____________                    TAXPAYER:

                                         ---------------------------------------
                                         (Optionee)

                                         TAXPAYER'S SPOUSE'S CONSENT:

                                         ---------------------------------------