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                                                                    EXHIBIT 10.2


                                THINAIRAPPS, INC.

                          2000 EQUITY COMPENSATION PLAN

     The purpose of the ThinAirApps, Inc. 2000 Equity Compensation Plan (the
"Plan") is to provide (i) designated employees of ThinAirApps, Inc. (the
"Company") and its subsidiaries, (ii) individuals to whom an offer of employment
has been extended, (iii) certain advisors who perform services for the Company
or its subsidiaries, and (iv) non-employee members of the Board of Directors of
the Company (the "Board") with the opportunity to receive grants of incentive
stock options, nonqualified stock options, stock appreciation rights, restricted
stock, performance units and other stock-based awards. The Company believes that
the Plan will encourage the participants to contribute materially to the growth
of the Company, thereby benefiting the Company's shareholders, and will align
the economic interests of the participants with those of the shareholders.

     1. Administration.
        --------------

        (a) Committee. The Plan shall be administered and interpreted by a
            ---------
committee appointed by the Board (the "Committee"). The Committee shall consist
of two or more persons appointed by the Board, all of whom may be "outside
directors" as defined under section 162(m) of the Internal Revenue Code of 1986,
as amended (the "Code") and related Treasury regulations and may be
"non-employee directors" as defined under Rule 16b-3 under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). Except to the extent
prohibited by applicable law or the applicable rules of a stock exchange, the
Committee may allocate all or any portion of its responsibilities and powers to
any one or more of its members or may delegate all or any part of its
responsibilities and powers to any person or persons selected by it. Any such
allocation or delegation may be revoked by the Committee at any time. If the
Committee does not exist, or for any other reason determined by the Board, the
Board may take any action under the Plan that would otherwise be the
responsibility of the Committee.

        (b) Committee Authority. The Committee shall have the sole authority to
            -------------------
(i) determine the individuals to whom grants shall be made under the Plan, (ii)
determine the type, size and terms of the grants to be made to each such
individual, (iii) determine the time when the grants will be made and the
duration of any applicable exercise or restriction period, including the
criteria for exercisability and the acceleration of exercisability, and (iv)
deal with any other matters arising under the Plan.

        (c) Committee Determinations. The Committee shall have full power and
            ------------------------
authority to administer and interpret the Plan, to make factual determinations
and to adopt or amend such rules, regulations, agreements and instruments for
implementing the Plan and for the conduct of its business as it deems necessary
or advisable, in its sole discretion. The Committee's interpretations of the
Plan and all determinations made by the Committee pursuant to the powers vested
in it hereunder shall be conclusive and binding on all persons having any
interest in the Plan or in any awards granted hereunder. All powers of the
Committee shall be executed in its sole discretion, in the best interest of the
Company, not as a fiduciary, and in keeping with the objectives of the Plan and
need not be uniform as to similarly situated individuals.

     2. Grants.
        ------

        (a) Generally. Awards under the Plan may consist of grants of incentive
            ---------
stock options as described in Section 5 ("Incentive Stock Options"),
nonqualified stock options as described in Section 5 ("Nonqualified Stock
Options") (Incentive Stock Options and Nonqualified Stock Options are
collectively referred to as "Options"), restricted stock as described in Section
6 ("Restricted Stock"), stock appreciation


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rights as described in Section 7 ("SARs"), performance units as described in
Section 8 ("Performance Units"), and other stock-based awards as described in
Section 9 ("Other Stock-Based Grants") (hereinafter collectively referred to as
"Grants"). All Grants shall be subject to the terms and conditions set forth
herein and to such other terms and conditions consistent with this Plan as the
Committee deems appropriate and as are specified in writing by the Committee to
the individual in a grant instrument (the "Grant Instrument") or an amendment to
the Grant Instrument. The Committee shall approve the basic form and provisions
of each Grant Instrument. Grants under a particular Section of the Plan need not
be uniform as among the grantees.

        (b) Stand-Alone, Additional, Tandem, and Substitute Grants. Grants made
            ------------------------------------------------------
under the Plan may, in the discretion of the Committee, be made either alone or
in addition to, in tandem with, or in substitution or exchange for, any other
Grants or any grant made under another plan of the Company, any subsidiary or
affiliate, or any business entity to be acquired by the Company or a subsidiary
or affiliate, or any other right of a Grantee to receive payment from the
Company or any subsidiary or affiliate ("Non-Plan Grants"). Grants made in
addition to or in tandem with other Grants or Non-Plan Grants may be granted
either as of the same time as or a different time from the grant of such other
Grants or Non-Plan Grants. Except as otherwise required by law, the Committee
may determine that, in making a new Grant, the value of any surrendered Grant or
Non-Plan Grant (as determined by the Committee in its sole discretion) may be
applied to reduce the exercise price of any Option, grant price of any SAR, or
purchase price of any other Grant.

        (c) Form and Timing of Payment under Grants; Deferrals. Subject to the
            --------------------------------------------------
terms of the Plan and any applicable Grant document, payments to be made by the
Company or a subsidiary or affiliate upon the exercise of an Option or other
Grant or settlement of a Grant may be made in such forms as the Committee shall
determine, including, without limitation, cash, Company Stock (hereinafter
defined), other Grants or other property, and may be made in a single payment or
transfer, in installments, or on a deferred basis. The settlement of any Grant
may be accelerated, and cash paid in lieu of Company Stock in connection with
such settlement, in the discretion of the Committee or upon occurrence of one or
more specified events. Installment or deferred payments may be required by the
Committee or permitted at the election of the Grantee on terms and conditions
established by the Committee. Payments may include, without limitation,
provisions for the payment or crediting of reasonable interest on installment or
deferred payments or the grant or crediting of dividend equivalents, other
rights or other amounts in respect of installment or deferred payments
denominated in Company Stock.

     3. Shares Subject to the Plan.
        --------------------------

        (a) Shares Authorized. Subject to the adjustment specified below, the
            -----------------
aggregate number of shares of common stock of the Company ("Company Stock") that
may be issued or transferred under the Plan is 5,133,400 shares. The maximum
aggregate number of shares of Company Stock that shall be subject to Grants made
under the Plan to any individual during any calendar year shall be 750,000
shares. The shares may be authorized but unissued shares of Company Stock or
reacquired shares of Company Stock, including shares purchased by the Company on
the open market for purposes of the Plan. If and to the extent Options or SARs
granted under the Plan terminate, expire, or are canceled, forfeited, exchanged
or surrendered without having been exercised, or if any shares of Restricted
Stock, Performance Units or Other Stock-Based Grants are forfeited, the shares
subject to such Grants shall again be available for purposes of the Plan.

        (b) Adjustments. If there is any change in the number or kind of shares
            -----------
of Company Stock outstanding (i) by reason of a stock dividend, spinoff,
recapitalization, stock split or combination or exchange of shares, (ii) by
reason of a merger, reorganization or consolidation in which the Company is the
surviving corporation, (iii) by reason of a reclassification or change in par
value, or (iv) by reason of any other extraordinary or unusual event affecting
the outstanding Company Stock as a class without the Company's receipt of
consideration, or if the value of outstanding shares of Company Stock is
substantially reduced as a


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result of a spinoff or the Company's payment of an extraordinary dividend or
distribution (as may be determined from time to time by the Committee), the
maximum number of shares of Company Stock available for Grants, the maximum
number of shares of Company Stock that any individual participating in the Plan
may be granted in any year, the number of shares covered by outstanding Grants,
the kind of shares issued under the Plan, and the price per share or the
applicable market value of such Grants shall be appropriately adjusted by the
Committee to reflect any increase or decrease in the number of, or change in the
kind or value of, issued shares of Company Stock to preclude, to the extent
practicable, the enlargement or dilution of rights and benefits under such
Grants; provided, however, that any fractional shares resulting from such
adjustment shall be eliminated by rounding any portion of a share equal to .5 or
greater up, and any portion of a share equal to less than .5 down, in each case
to the nearest whole number. Any adjustments determined by the Committee shall
be conclusive and binding on all persons having any interest in the Plan or in
any awards granted hereunder.

     4. Eligibility for Participation.
        -----------------------------

        (a) Eligible Persons. All employees of the Company and its subsidiaries
            ----------------
("Employees"), including Employees who are officers or members of the Board,
individuals to whom an offer of employment has been extended ("New Hire"), and
members of the Board who are not Employees ("Non-Employee Directors") shall be
eligible to participate in the Plan. Advisors who perform services at the
Company's request ("Key Advisors") shall be eligible to participate in the Plan
if the Key Advisors render bona fide services to the Company and its
subsidiaries or business ventures in which the Company has a significant
interest, such services are not in connection with the offer or sale of
securities in a capital-raising transaction, and the Key Advisors do not
directly or indirectly promote or maintain a market for the Company's
securities.

        (b) Selection of Grantees. The Committee shall select the Employees, New
            ---------------------
Hires, Non-Employee Directors and Key Advisors to receive Grants and shall
determine the number of shares of Company Stock subject to a particular Grant in
such manner as the Committee determines. Employees, New Hires, Key Advisors, and
Non-Employee Directors who receive Grants under this Plan shall hereinafter be
referred to as "Grantees."

     5. Granting of Options.
        -------------------

        (a) Number of Shares. The Committee shall determine the number of shares
            ----------------
of Company Stock that will be subject to each Grant of Options to Employees, New
Hires, Non-Employee Directors, and Key Advisors.

        (b) Type of Option and Price.
            ------------------------

            (i) The Committee may grant Incentive Stock Options that are
intended to qualify as "incentive stock options" within the meaning of section
422 of the Code, Nonqualified Stock Options that are not intended so to qualify,
or any combination of Incentive Stock Options and Nonqualified Stock Options,
all in accordance with the terms and conditions set forth herein. Incentive
Stock Options may be granted only to Employees who have actually commenced
employment with the Company. Nonqualified Stock Options may be granted to
Employees, New Hires, Non-Employee Directors, and Key Advisors.

            (ii) The purchase price (the "Exercise Price") of Company Stock
subject to an Option shall be determined by the Committee and may be equal to,
greater than, or less than the Fair Market Value (as defined below) of a share
of Company Stock on the date the Option is granted, provided, however, that (x)
the Exercise Price of an Incentive Stock Option shall be equal to, or greater
than, the Fair Market Value of a share of Company Stock on the date the
Incentive Stock Option is granted and (y) an Incentive Stock Option may not be
granted to an Employee who, at the time of grant, owns stock possessing more
than



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10 percent of the total combined voting power of all classes of stock of the
Company or any parent or subsidiary of the Company, unless the Exercise Price
per share is not less than 110% of the Fair Market Value of Company Stock on the
date of grant.

            (iii) If the Company Stock is publicly traded, then, except as
otherwise determined by the Committee, the following rules regarding the
determination of Fair Market Value per share apply:

                (x) if the principal trading market for the Company Stock is a
national securities exchange or the Nasdaq National Market, the mean between the
highest and lowest quoted selling prices on the relevant date or (if there were
no trades on that date) the latest preceding date upon which a sale was
reported, or

                (y) if the Company Stock is not principally traded on such
exchange or market, the mean between the last reported "bid" and "asked" prices
of Company Stock on the relevant date, as reported on Nasdaq or, if not so
reported, as reported by the National Daily Quotation Bureau, Inc. or as
reported in a customary financial reporting service, as applicable and as the
Committee determines. If the Company Stock is not publicly traded or, if
publicly traded, is not subject to reported transactions or "bid" or "asked"
quotations as set forth above, the Fair Market Value per share shall be as
determined by the Committee.

        (c) Option Term. The Committee shall determine the term of each Option.
            -----------
The term of any Option shall not exceed ten years from the date of grant.
However, an Incentive Stock Option that is granted to an Employee who, at the
time of grant, owns stock possessing more than 10 percent of the total combined
voting power of all classes of stock of the Company, or any parent or subsidiary
of the Company, may not have a term that exceeds five years from the date of
grant.

        (d) Exercisability of Options.
            -------------------------

            (i) Options shall become exercisable in accordance with such terms
and conditions, consistent with the Plan, as may be determined by the Committee
and specified in the Grant Instrument or an amendment to the Grant Instrument.
The Committee may accelerate the exercisability of any or all outstanding
Options at any time for any reason.

            (ii) Notwithstanding the foregoing, the Option may, but need not,
include a provision whereby the Grantee may elect at any time while an Employee,
Non-Employee Director, or Key Advisor to exercise the Option as to any part or
all of the shares subject to the Option prior to the full vesting of the Option.
Any unvested shares so purchased shall be subject to a repurchase right in favor
of the Company (which the Company shall have the right, but not the obligation,
to exercise), with the repurchase price to be equal to the original purchase
price, and any other restrictions the Committee determines to be appropriate.

        (e) Termination of Employment, Disability or Death.
            ----------------------------------------------

            (i) Except as provided below, an Option may only be exercised while
the Grantee is employed by, or providing service to, the Company as an Employee,
Key Advisor or member of the Board. In the event that a Grantee ceases to be
employed by, or providing service to the Company for any reason other than
voluntary termination, Disability, death or termination for Cause, any Option
which is otherwise exercisable by the Grantee shall terminate unless exercised
within 90 days after the date on which the Grantee ceases to be employed by, or
providing service to, the Company (or within such other period of time as may be
specified by the Committee), but in any event no later than the date of
expiration of the Option term. Except as otherwise provided by the Committee,
any of the Grantee's Options that are not otherwise


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exercisable as of the date on which the Grantee ceases to be employed by, or
providing service to, the Company shall terminate as of such date.

            (ii) In the event the Grantee ceases to be employed by, or providing
service to, the Company on account of a termination for Cause by the Company,
any Option held by the Grantee shall terminate as of the date the Grantee ceases
to be employed by, or providing service to, the Company. In addition,
notwithstanding any other provisions of this Section 5, if the Committee
determines that the Grantee has engaged in conduct that constitutes Cause at any
time while the Grantee is employed by, or providing service to, the Company or
after the Grantee's termination of employment or service, any Option held by the
Grantee shall immediately terminate, and the Grantee shall automatically forfeit
all shares underlying any exercised portion of an Option for which the Company
has not yet delivered the share certificates, upon refund by the Company of the
Exercise Price paid by the Grantee for such shares. Upon any exercise of an
Option, the Company may withhold delivery of share certificates pending
resolution of an inquiry that could lead to a finding resulting in a forfeiture.

            (iii) In the event the Grantee ceases to be employed by, or
providing service to, the Company because the Grantee incurs a Disability, any
Option which is otherwise exercisable by the Grantee shall terminate unless
exercised within one year after the date on which the Grantee ceases to be
employed by, or provide service to, the Company (or within such other period of
time as may be specified by the Committee), but in any event no later than the
date of expiration of the Option term. Except as otherwise provided by the
Committee, any of the Grantee's Options which are not otherwise exercisable as
of the date on which the Grantee ceases to be employed by, or providing service
to, the Company shall terminate as of such date.

            (iv) If the Grantee dies while employed by, or providing service to,
the Company or within 90 days after the date on which the Grantee ceases to be
employed or providing service on account of a termination specified in Section
5(e)(i) above (or within such other period of time as may be specified by the
Committee), any Option that is otherwise exercisable by the Grantee shall
terminate unless exercised within one year after the date on which the Grantee
ceases to be employed by, or providing service to, the Company (or within such
other period of time as may be specified by the Committee), but in any event no
later than the date of expiration of the Option term. Except as otherwise
provided by the Committee, any of the Grantee's Options that are not otherwise
exercisable as of the date on which the Grantee ceases to be employed by, or
providing service to, the Company shall terminate as of such date.

            (v) In the event the Grantee ceases to be employed by, or providing
service to, the Company on account of the Grantee's voluntary termination of
employment or service with the Company, any Option held by the Grantee shall
terminate as of the date the Grantee ceases to be employed by, or providing
service to, the Company.

            (vi) For purposes of Sections 5(e), 6, 7, 8 and 9:

                (A) "Company," when used in the phrase "employed by the
Company," shall mean the Company and its parent, subsidiary corporations, and
any business venture in which the Company has a significant interest or other
entities, as determined by the Committee.

                (B) "Employed by, or providing service to, the Company" shall
mean employment or service as an Employee of the Company or any subsidiary or
business venture in which the Company has a significant interest, Key Advisor,
or member of the Board (so that, for purposes of exercising Options and SARs and
satisfying conditions with respect to Restricted Stock, Performance Units and
Other Stock-Based Grants, a Grantee shall not be considered to have terminated
employment or service until the Grantee ceases to be an Employee of the Company
or any subsidiary or business venture in which the Company has a significant
interest, Key Advisor, and member of the Board), unless the Committee determines
otherwise.


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The Committee's determination as to a participant's employment or other
provision of services, termination of employment or cessation of the provision
of services, leave of absence, or reemployment shall be conclusive on all
persons unless determined to be incorrect.

                (C) "Disability" shall mean a Grantee's becoming disabled within
the meaning of section 22(e)(3) of the Code.

                (D) "Cause" shall mean the determination of the Committee that
any one or more of the following events has occurred:

                    (1) the Grantee's conviction of any act which constitutes a
felony under applicable federal or state law, either in connection with the
performance of the Grantee's obligations on behalf of the Company or which
affects the Grantee's ability to perform his or her obligations as an employee,
board member or advisor of the Company or under any employment agreement,
non-competition agreement, confidentiality agreement or like agreement or
covenant between the Grantee and the Company (any such agreement or covenant
being herein referred to as an "Employment Agreement");

                    (2) the Grantee's willful misconduct in connection with the
performance of his or her duties and responsibilities as an employee, board
member or advisor of the Company or under any Employment Agreement, which
willful misconduct is not cured by the Grantee within 10 days of his or her
receipt of written notice thereof from the Committee;

                    (3) the Grantee's commission of an act of embezzlement,
fraud or dishonesty which results in a loss, damage or injury to the Company;

                    (4) the Grantee's substantial and continuing neglect, gross
negligence or inattention in the performance of his or her duties as an
employee, board member or advisor of the Company or under any Employment
Agreement which is not cured by the Grantee within 10 days of his or her receipt
of written notice thereof from the Committee;

                    (5) the Grantee's unauthorized use or disclosure or any
trade secret or confidential information of the Company which adversely affects
the business of the Company, provided that any disclosure of any trade secret or
confidential information of the Company to a third party in the ordinary course
of business who signs a confidentiality agreement shall not be deemed a breach
of this subparagraph;

                    (6) the Grantee's material breach of any of the provisions
of any Employment Agreement, which material breach is not cured by the Grantee
within 10 days of his or her receipt of a written notice from the Company
specifying such material breach; or

                    (7) the Grantee has voluntarily terminated his or her
employment or service with the Company and breaches his or her noncompetition
agreement with the Company.

        (f) Exercise of Options. A Grantee may exercise an Option that has
            -------------------
become exercisable, in whole or in part, by delivering a notice of exercise to
the Company with payment of the Exercise Price. The Grantee shall pay the
Exercise Price for an Option as specified by the Committee:

            (i) in cash,

            (ii) by delivering shares of Company Stock owned by the Grantee for
the period necessary to avoid a charge to the Company's earnings for financial
reporting purposes (including Company Stock acquired in connection with the
exercise of an Option, subject to such restrictions as the Committee deems
appropriate) and having a Fair Market Value on the date of exercise equal to the
Exercise Price,


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            (iii) by payment through a broker in accordance with procedures
permitted by Regulation T of the Federal Reserve Board, or

            (iv) by such other method of payment as the Committee may approve.

     Shares of Company Stock used to exercise an Option shall have been held by
the Grantee for the requisite period of time to avoid adverse accounting
consequences to the Company with respect to the Option. The Grantee shall pay
the Exercise Price and the amount of any withholding tax due (pursuant to
Section 11) at the time of exercise.

        (g) Limits on Incentive Stock Options. Each Incentive Stock Option shall
            ---------------------------------
provide that if the aggregate Fair Market Value of the stock on the date of the
grant with respect to which Incentive Stock Options are exercisable for the
first time by a Grantee during any calendar year, under the Plan or any other
stock option plan of the Company or a parent or subsidiary, exceeds $100,000,
then the option, as to the excess, shall be treated as a Nonqualified Stock
Option. An Incentive Stock Option shall not be granted to any person who is not
an Employee of the Company or a parent or subsidiary (within the meaning of
section 424(f) of the Code).

        (h) Reload Options. In the event that shares of Company Stock are used
            --------------
to exercise an Option, the terms of such Option may provide for a Grant of
additional Options, or the Committee may grant additional Options, to purchase a
number of shares of Company Stock equal to the number of whole shares used to
exercise the Option and the number of whole shares, if any, withheld in payment
of any taxes. Such Options shall be granted with an Exercise Price equal to the
Fair Market Value of the Company Stock at the date of grant of such additional
Options, or at such other Exercise Price as the Committee may establish, for a
term not longer than the unexpired term of the exercised option and on such
other terms as the Committee shall determine.

            (i) Grants to Non-Exempt Employees. Notwithstanding the foregoing,
                ------------------------------
Options granted to persons who are non-exempt employees under the Fair Labor
Standards Act of 1938, as amended, shall have an Exercise Price not less than
85% of the Fair Market Value of the Company Stock on the date of grant, and may
not be exercisable for at least six months after the date of grant (except that
such Options may become exercisable, as determined by the Board, upon the
Grantee's death, Disability, or retirement, or upon a Change of Control or other
circumstances permitted by applicable regulations).

     6. Restricted Stock Grants.
        -----------------------

     The Committee may issue or transfer shares of Company Stock to a Grantee
under a Grant of Restricted Stock upon such terms as the Committee deems
appropriate. The following provisions are applicable to Restricted Stock:

        (a) General Requirements. Shares of Company Stock issued or transferred
            --------------------
pursuant to Restricted Stock Grants may be issued or transferred for
consideration or for no consideration, as determined by the Committee. The
Committee may establish conditions under which restrictions on shares of
Restricted Stock shall lapse over a period of time or according to such other
criteria as the Committee deems appropriate. The period of time during which the
Restricted Stock will remain subject to restrictions will be designated in the
Grant Instrument as the "Restriction Period."

        (b) Number of Shares. The Committee shall determine the number of shares
            ----------------
of Company Stock to be issued or transferred pursuant to a Restricted Stock
Grant and the restrictions applicable to such shares.


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        (c) Requirement of Employment or Service. If the Grantee ceases to be
            ------------------------------------
employed by, or providing services to, the Company (as defined in Section 5(e))
during a period designated in the Grant Instrument as the Restriction Period, or
if other specified conditions are not met, the Restricted Stock Grant shall
terminate as to all shares covered by the Grant as to which the restrictions
have not lapsed, and those shares of Company Stock must be immediately returned
to the Company. The Committee may, however, provide for complete or partial
exceptions to this requirement as it deems appropriate.

        (d) Restrictions on Transfer and Legend on Stock Certificate. During the
            --------------------------------------------------------
Restriction Period, a Grantee may not sell, assign, transfer, pledge or
otherwise dispose of the shares of Restricted Stock except to a Successor
Grantee under Section 13(a). Each certificate for a share of Restricted Stock
shall contain a legend giving appropriate notice of the restrictions in the
Grant. The Grantee shall be entitled to have the legend removed from the stock
certificate covering the shares subject to restrictions when all restrictions on
such shares have lapsed. The Committee may determine that the Company will not
issue certificates for shares of Restricted Stock until all restrictions on such
shares have lapsed, or that the Company will retain possession of certificates
for shares of Restricted Stock until all restrictions on such shares have
lapsed.

        (e) Right to Vote and to Receive Dividends. Unless the Committee
            --------------------------------------
determines otherwise, during the Restriction Period, the Grantee shall have the
right to vote shares of Restricted Stock and to receive any dividends or other
distributions paid on such shares, subject to any restrictions deemed
appropriate by the Committee, including, without limitation, the achievement of
specific performance goals.

        (f) Lapse of Restrictions. All restrictions imposed on Restricted Stock
            ---------------------
shall lapse upon the expiration of the applicable Restriction Period and the
satisfaction of all conditions imposed by the Committee. The Committee may
determine, as to any or all Restricted Stock Grants, that the restrictions shall
lapse without regard to any Restriction Period.

     7. Stock Appreciation Rights.
        -------------------------

        (a) General Requirements. The Committee may grant stock appreciation
            --------------------
rights ("SARs") to a Grantee separately or in tandem with any Option (for all or
a portion of the applicable Option). Tandem SARs may be granted either at the
time the Option is granted or at any time thereafter while the Option remains
outstanding; provided, however, that, in the case of an Incentive Stock Option,
SARs may be granted only at the time of the Grant of the Incentive Stock Option.
The Committee shall establish the base amount of the SAR at the time the SAR is
granted. Unless the Committee determines otherwise, the base amount of each SAR
shall be equal to the per share Exercise Price of the related Option or, if
there is no related Option, the Fair Market Value of a share of Company Stock as
of the date of Grant of the SAR.

        (b) Tandem SARs. In the case of tandem SARs, the number of SARs granted
            -----------
to a Grantee that shall be exercisable during a specified period shall not
exceed the number of shares of Company Stock that the Grantee may purchase upon
the exercise of the related Option during such period. Upon the exercise of an
Option, the SARs relating to the Company Stock purchased pursuant to such Option
shall terminate. Upon the exercise of SARs, the related Option shall terminate
to the extent of an equal number of shares of Company Stock.

        (c) Exercisability. A SAR shall be exercisable during the period
            --------------
specified by the Committee in the Grant Instrument and shall be subject to such
vesting and other restrictions as may be specified in the Grant Instrument. The
Committee may accelerate the exercisability of any or all outstanding SARs at
any time for any reason. SARs may only be exercised while the Grantee is
employed by, or providing service to, the Company or during the applicable
period after termination of employment as described in Section 5(e). A tandem
SAR shall be exercisable only during the period when the Option to


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which it is related is also exercisable. No SAR may be exercised for cash by an
officer or director of the Company or any of its subsidiaries who is subject to
Section 16 of the Exchange Act, except in accordance with Rule 16b-3 under the
Exchange Act.

        (d) Value of SARs. When a Grantee exercises SARs, the Grantee shall
            -------------
receive in settlement of such SARs an amount equal to the value of the stock
appreciation for the number of SARs exercised, payable in cash, Company Stock or
a combination thereof, as determined by the Committee. The stock appreciation
for a SAR is the amount by which the Fair Market Value of the underlying Company
Stock on the date of exercise of the SAR exceeds the base amount of the SAR as
described in Subsection (a).

        (e) Form of Payment. The Committee shall determine whether the
            ---------------
appreciation in a SAR shall be paid in the form of cash, shares of Company
Stock, or a combination of the two, in such proportion as the Committee deems
appropriate. For purposes of calculating the number of shares of Company Stock
to be received, shares of Company Stock shall be valued at their Fair Market
Value on the date of exercise of the SAR. If shares of Company Stock are to be
received upon exercise of an SAR, cash shall be delivered in lieu of any
fractional share.

     8. Performance Units.
        -----------------

        (a) General Requirements. The Committee may grant performance units
            --------------------
("Performance Units") to a Grantee. Each Performance Unit shall represent the
right of the Grantee to receive an amount based on the value of the Performance
Unit, if performance goals established by the Committee are met. A Performance
Unit shall be based on the Fair Market Value of a share of Company Stock or on
such other measurement base as the Committee deems appropriate. The Committee
shall determine the number of Performance Units to be granted and the
requirements applicable to such Units.

        (b) Performance Period and Performance Goals. When Performance Units are
            ----------------------------------------
granted, the Committee shall establish the performance period during which
performance shall be measured (the "Performance Period"), performance goals
applicable to the Units ("Performance Goals") and such other conditions of the
Grant as the Committee deems appropriate. Performance Goals may relate to the
financial performance of the Company or its operating units, the performance of
Company Stock, individual performance, or such other criteria as the Committee
deems appropriate.

        (c) Payment with respect to Performance Units. At the end of each
            -----------------------------------------
Performance Period, the Committee shall determine to what extent the Performance
Goals and other conditions of the Performance Units are met and the amount, if
any, to be paid with respect to the Performance Units. Payments with respect to
Performance Units shall be made in cash, in Company Stock, or in a combination
of the two, as determined by the Committee.

        (d) Requirement of Employment or Service. If the Grantee ceases to be
            ------------------------------------
employed by, or providing service to, the Company (as defined in Section 5(e))
during a Performance Period, or if other conditions established by the Committee
are not met, the Grantee's Performance Units shall be forfeited. The Committee
may, however, provide for complete or partial exceptions to this requirement as
it deems appropriate.

     9. Other Stock-Based Grants.
        ------------------------

        (a) General Requirements. The Committee may, subject to limitations
            --------------------
under applicable law, grant to a Grantee such other Grants that may be
denominated or payable in, valued in whole or in part by reference to, or
otherwise based on or related to, Company Stock or factors that may influence
the value of Company Stock, including, without limitation, convertible or
exchangeable debt securities, other rights convertible or exchangeable into
Company Stock, purchase rights for Company Stock, Grants with value and


<PAGE>

payment contingent upon performance of the Company or business units thereof or
any other factors designated by the Committee, and Grants valued by reference to
the book value of Company Stock or the value of securities of or the performance
of specified subsidiaries or affiliates or other business units. The Committee
shall determine the terms and conditions of such Grants. Company Stock delivered
pursuant to a Grant in the nature of a purchase right granted under this Section
9 shall be purchased for such consideration and paid for at such times, by such
methods and in such forms, including, without limitation, cash, Company Stock,
other Grants, notes, or other property, as the Committee shall determine. Cash
grants, as an element of or supplement to any other Grant under the Plan, may
also be made pursuant to this Section 9.

        (b) Requirement of Employment or Service. If with respect to any Other
            ------------------------------------
Stock-Based Grant, the Grantee ceases to be employed by the Company (as defined
in Section 5(e)) before all conditions of vesting or exercise have been met, or
if other conditions established by the Committee are not met, the Grantee's
Other Stock-Based Grant shall be forfeited. The Committee may, however, provide
for complete or partial exceptions to this requirement as it deems appropriate.

     10. Qualified Performance-Based Compensation.
         ----------------------------------------

        (a) Designation as Qualified Performance-Based Compensation. The
            -------------------------------------------------------
Committee may determine that Performance Units, Restricted Stock or Other
Stock-Based Grants granted to an Employee shall be considered "qualified
performance-based compensation" under section 162(m) of the Code. The provisions
of this Section 10 shall apply to Grants of Performance Units, Restricted Stock
and Other Stock-Based Grants that are to be considered "qualified
performance-based compensation" under section 162(m) of the Code.

        (b) Performance Goals. When Performance Units, Restricted Stock or Other
            -----------------
Stock-Based Grants that are to be considered "qualified performance-based
compensation" are granted, the Committee shall establish in writing (i) the
objective performance goals that must be met in order for restrictions on the
Restricted Stock to lapse or amounts to be paid under the Performance Units,
(ii) the Performance Period during which the performance goals must be met,
(iii) the threshold, target and maximum amounts that may be paid if the
performance goals are met, and (iv) any other conditions, including without
limitation provisions relating to death, disability, other termination of
employment or Reorganization or Change of Control, that the Committee deems
appropriate and consistent with the Plan and section 162(m) of the Code. The
performance goals may relate to the Employee's business unit or the performance
of the Company and its subsidiaries as a whole, or any combination of the
foregoing. The Committee shall use objectively determinable performance goals
based on one or more of the following criteria: stock price, earnings per share,
net earnings, operating earnings, return on assets, shareholder return, return
on equity, growth in assets, unit volume, sales, market share, or strategic
business criteria consisting of one or more objectives based on meeting specific
revenue goals, market penetration goals, geographic business expansion goals,
cost targets or goals relating to acquisitions or divestitures or capital
raising activities (including without limitation rights offerings and share
subscription programs) for the Company (as defined in Section 5(e)(v)(A)
hereof).

        (c) Establishment of Goals. The Committee shall establish the
            ----------------------
performance goals in writing either before the beginning of the Performance
Period or during a period ending no later than the earlier of (i) 90 days after
the beginning of the Performance Period or (ii) the date on which 25% of the
Performance Period has been completed, or such other date as may be required or
permitted under applicable regulations under section 162(m) of the Code. The
performance goals shall satisfy the requirements for "qualified
performance-based compensation," including the requirement that the achievement
of the goals be substantially uncertain at the time they are established and
that the goals be established in such a way that a third party with knowledge of
the relevant facts could determine whether and to what extent the performance
goals have been met. The Committee shall not have discretion to increase the
amount of compensation that is


<PAGE>

payable upon achievement of the designated performance goals; however, subject
to any restrictions in section 162(m) of the Code, the Committee may reduce the
amount of compensation that is payable upon achievement of the designated
performance goals.

        (d) Maximum Payment. If Restricted Stock, or Performance Units or Other
            ---------------
Stock-Based Grants measured with respect to the fair market value of the Company
Stock, are granted, not more than 750,000 shares may be granted to any Grantee
for any Performance Period.

        (e) Announcement of Grants. The Committee shall certify and announce the
            ----------------------
results for each Performance Period to all Grantees immediately following the
announcement of the Company's financial results for the Performance Period. If
and to the extent that the Committee does not certify that the performance goals
have been met, the grants of Restricted Stock, Performance Units or Other
Stock-Based Grants for the Performance Period shall be forfeited.

     11. Withholding of Taxes.
         --------------------

        (a) Required Withholding. All Grants under the Plan shall be subject to
            --------------------
applicable federal (including FICA), state and local tax withholding
requirements. The Company shall have the right to deduct from all Grants paid in
cash, or from other wages paid to the Grantee, any federal, state or local taxes
required by law to be withheld with respect to such Grants. In the case of
Options and other Grants paid in Company Stock, the Company may require the
Grantee or other person receiving such shares to pay to the Company the amount
of any such taxes that the Company is required to withhold with respect to such
Grants, or the Company may deduct from other wages paid by the Company the
amount of any withholding taxes due with respect to such Grants.

        (b) Election to Withhold Shares. If the Committee so permits, a Grantee
            ---------------------------
may elect to satisfy the Company's income tax withholding obligation with
respect to an Option, SAR, Restricted Stock, Performance Units or Other
Stock-Based Grant paid in Company Stock by having shares withheld up to an
amount that does not exceed the Grantee's minimum applicable withholding tax
rate for federal (including FICA), state and local tax liabilities. The election
must be in a form and manner prescribed by the Committee and shall be subject to
the prior approval of the Committee.

     12. Loan Provisions.
         ---------------

     With the consent of the Committee, and subject to any limitations imposed
by applicable law and other obligations binding upon the Company, the Company
may make, guarantee or arrange for a loan or loans to a Grantee with respect to
the exercise of any Option or other payment in connection with any Grant,
including the payment by a Grantee of any or all federal, state or local taxes
due in connection with any Grant. Subject to such limitations, the Committee
shall have full authority to decide whether to make a loan or loans hereunder
and to determine the amount, terms and provisions of any such loan or loans.

     13. Transferability of Grants.
         -------------------------

        (a) Nontransferability of Grants. Except as provided below or as
            ----------------------------
provided by the terms of an Other Stock-Based Grant, only the Grantee may
exercise rights under a Grant during the Grantee's lifetime. A Grantee may not
transfer those rights except by will or by the laws of descent and distribution
or, with respect to Grants other than Incentive Stock Options, if permitted in
any specific case by the Committee, pursuant to a domestic relations order (as
defined under the Code or Title I of the Employee Retirement Income Security Act
of 1974, as amended, or the regulations thereunder). When a Grantee dies, the
personal representative or other person entitled to succeed to the rights of the
Grantee ("Successor Grantee") may exercise such rights. A Successor Grantee must
furnish proof satisfactory to the Company of his or her right to receive the
Grant under the Grantee's will or under the applicable laws of descent and
distribution.


<PAGE>

        (b) Transfer of Nonqualified Stock Options. Notwithstanding the
            --------------------------------------
foregoing, the Committee may provide, in a Grant Instrument or other written
agreement, that a Grantee may transfer Grants other than Incentive Stock Options
to family members or other persons or entities, consistent with applicable
securities laws, according to such terms as the Committee may determine;
provided that the Grantee receives no consideration for the transfer of such
Grants and the transferred Grant shall continue to be subject to the same terms
and conditions as were applicable to the Grant immediately before the transfer.

     14. Right of First Refusal.
         ----------------------

     Prior to a Public Offering, if at any time an individual desires to sell,
encumber, or otherwise dispose of shares of Company Stock distributed to him
under this Plan, the individual shall first offer the shares to the Company by
giving the Company written notice disclosing: (a) the name of the proposed
transferee of the Company Stock; (b) the certificate number and number of shares
of Company Stock proposed to be transferred or encumbered; (c) the proposed
price; (d) all other terms of the proposed transfer; and (e) a written copy of
the proposed offer. Within 30 days after receipt of such notice, the Company
shall have the option to purchase all or part of such Company Stock at the same
price and on the same terms as contained in such notice.

     In the event the Company (or a shareholder, as described below) does not
exercise the option to purchase Company Stock, as provided above, the individual
shall have the right to sell, encumber or otherwise dispose of his shares of
Company Stock on the terms of the transfer set forth in the written notice to
the Company, provided such transfer is effected within 30 days after the
expiration of the option period. If the transfer is not effected within such
period, the Company must again be given an option to purchase, as provided
above.

     The Board or the Committee, in its sole discretion, may waive the Company's
right of first refusal pursuant to this Section 14 and the Company's repurchase
right pursuant to Section 15 below. If the Company's right of first refusal or
repurchase right is so waived, the Board or the Committee may, in its sole
discretion, pass through such right to the remaining shareholders of the Company
in the same proportion that each shareholder's stock ownership bears to the
stock ownership of all the shareholders of the Company, as determined by the
Board or the Committee. To the extent that a shareholder has been given such
right and does not purchase his or her allotment, the other shareholders shall
have the right to purchase such allotment on the same basis.

     On and after a Public Offering, the Company shall have no further right to
purchase shares of Company Stock under this Section 14 and Section 15 below, and
its limitations shall be null and void.

     Notwithstanding the foregoing, the Committee may require that a Grantee
execute a shareholder's agreement, with such terms as the Committee deems
appropriate, with respect to any Company Stock distributed pursuant to this
Plan. Such agreement may provide that the provisions of this Section 14 and
Section 15 below shall not apply to such Company Stock.

     15. Purchase by the Company.
         -----------------------

     Prior to a Public Offering, if a Grantee ceases to be employed by, or
providing service to, the Company as a result of termination for cause or
voluntary termination, the Company shall have the right to purchase all or part
of any Company Stock distributed to him under this Plan at the exercise price
paid by the Grantee (unless otherwise determined by the Board or the Committee),
or, as a result of termination or any other reason, at its then current Fair
Market Value (as defined in Section 5(b)), provided, however, that such
repurchase shall be made in accordance with applicable accounting rules to avoid
adverse accounting treatment.

<PAGE>

     16. Reorganization or Change of Control of the Company.
         --------------------------------------------------

        (a) Reorganization. As used herein, a "Reorganization" shall be deemed
            --------------
to have occurred if the shareholders of the Company approve (or, if shareholder
approval is not required, the Board approves) an agreement providing for (i) the
merger or consolidation of the Company with another corporation where the
shareholders of the Company, immediately prior to the merger or consolidation,
will not beneficially own, immediately after the merger or consolidation, shares
entitling such shareholders to more than 50% of all votes to which all
shareholders of the surviving corporation would be entitled in the election of
directors (without consideration of the rights of any class of stock to elect
directors by a separate class vote), (ii) the sale or other disposition of all
or substantially all of the assets of the Company, or (iii) a liquidation or
dissolution of the Company.

        (b) As used herein, a "Change of Control" shall be deemed to have
occurred if

            (i) Any "person" (as such term is used in sections 13(d) and 14(d)
of the Exchange Act) becomes a "beneficial owner" (as defined in Rule 13d-3
under the Exchange Act), directly or indirectly, of securities of the Company
representing a majority of the voting power of the then outstanding securities
of the Company except where the acquisition is approved by the Board; or

            (ii) Any person has commenced a tender offer or exchange offer for a
majority of the voting power of the then outstanding shares of the Company.

        (c) Assumption of Grants. Upon a Reorganization or Change of Control
            --------------------
where the Company is not the surviving corporation (or survives only as a
subsidiary of another corporation), unless the Committee determines otherwise,
all outstanding Options and SARs that are not exercised shall be assumed by, or
replaced with comparable options or rights by, the surviving corporation (or a
parent of the surviving corporation), and all other outstanding Grants shall be
converted to similar grants of the surviving corporation (or a parent of the
surviving corporation). In the event the surviving corporation fails to assume
or replace the Options and SARs with comparable options or rights of the
surviving corporation or fails to convert other outstanding Grants to similar
grants of the surviving corporation, all outstanding Options and SARs shall
automatically accelerate and become exercisable with respect to 100% of the
shares of Company Stock underlying the Option or SAR that have not previously
become exercisable and the restrictions and conditions with respect to all
outstanding Restricted Stock Grants shall lapse with respect to 100% of the
shares of Company Stock that have not previously become vested.

        (d) Other Alternatives. Notwithstanding the foregoing, in the event of a
            ------------------
Reorganization or Change of Control, the Committee may take one or both of the
following actions: the Committee may (i) determine that outstanding Options
shall automatically accelerate and become fully exercisable and that the
restrictions and conditions on outstanding Restricted Stock Grants shall lapse,
(ii) require that Grantees surrender their outstanding Options and SARs in
exchange for a payment by the Company, in cash or Company Stock as determined by
the Committee, in an amount equal to the amount by which the then Fair Market
Value of the shares of Company Stock subject to the Grantee's unexercised
Options and SARs exceeds the Exercise Price of the Options or the base amount of
the SARs, as applicable, or (iii) after giving Grantees an opportunity to
exercise their outstanding Options and SARs or otherwise realize the value of
all of their other Grants, terminate any or all unexercised Options, SARs and
Grants at such time as the Committee deems appropriate. Such surrender or
termination shall take place as of the date of the Reorganization or Change of
Control or such other date as the Committee may specify. The Committee shall
have no obligation to take any of the foregoing actions and, in the absence of
any such actions, outstanding Grants shall continue in effect according to their
terms (subject to any assumption pursuant to Subsection (d)).


<PAGE>

        (e) Limitations. Notwithstanding anything in the Plan to the contrary,
            -----------
in the event of a Reorganization or Change of Control, the Committee shall not
have the right to take any actions described in the Plan (including without
limitation actions described in Subsection (d) above) that would make the
Reorganization or Change of Control ineligible for pooling of interests
accounting treatment or that would make the Reorganization or Change of Control
ineligible for desired tax treatment if, in the absence of such right, the
Reorganization or Change of Control would qualify for such treatment and the
Company intends to use such treatment with respect to the Reorganization or
Change of Control. The Committee shall have the right, however, to provide in
any Grant Instrument or other written agreement with the Grantee that the terms
of the Grant, including without limitation, any vesting provision, may change
upon the occurrence of a Change of Control or Reorganization.

        (f) Termination of Employment or Service Upon or After A Change of
Control. A Grantee shall have the following rights upon a Reorganization or
Change of Control:

     If a Grantee's employment or service with the Company is terminated without
Cause (as defined in Section 5(e)(vi)(D)) upon the occurrence of, or within the
six (6) month period immediately following, a Reorganization or Change of
Control, then upon such termination, all outstanding Options and SARs held by a
Grantee shall automatically accelerate and be exercisable with respect to 50% of
the shares of Company Stock underlying the Option or SAR that have not
previously become exercisable and the restrictions and conditions on all
Restricted Stock Grants held by a Grantee shall lapse with respect to 50% of the
shares of Company Stock subject to the Restricted Stock Grants that have not
previously become vested.

     17. Requirements for Issuance or Transfer of Shares.
         -----------------------------------------------

        (a) Shareholder's Agreement. The Committee may require that a Grantee
            -----------------------
execute a shareholder's agreement, with such terms as the Committee deems
appropriate, with respect to any Company Stock distributed pursuant to this
Plan.

        (b) Limitations on Issuance or Transfer of Shares. No Company Stock
            ---------------------------------------------
shall be issued or transferred in connection with any Grant hereunder unless and
until all legal requirements applicable to the issuance or transfer of such
Company Stock have been complied with to the satisfaction of the Committee. The
Committee shall have the right to condition any Grant made to any Grantee
hereunder on such Grantee's undertaking in writing to comply with such
restrictions on his or her subsequent disposition of such shares of Company
Stock as the Committee shall deem necessary or advisable as a result of any
applicable law, regulation or official interpretation thereof, and certificates
representing such shares may be legended to reflect any such restrictions.
Certificates representing shares of Company Stock issued or transferred under
the Plan will be subject to such stop-transfer orders and other restrictions as
may be required by applicable laws, regulations and interpretations, including
any requirement that a legend be placed thereon.

     18. Amendment and Termination of the Plan.
         -------------------------------------

        (a) Amendment. The Board or the Committee may amend or terminate the
            ---------
Plan at any time.

        (b) Termination of Plan. The Plan shall terminate on the day immediately
            -------------------
preceding the tenth anniversary of its effective date, unless the Plan is
terminated earlier by the Board or is extended by the Board with the approval of
the shareholders.

        (c) Termination and Amendment of Outstanding Grants. A termination or
            -----------------------------------------------
amendment of the Plan that occurs after a Grant is made shall not materially
impair the rights of a Grantee unless the Grantee consents. The termination of
the Plan shall not impair the power and authority of the Committee with respect
to an outstanding Grant. Whether or not the Plan has terminated, an outstanding
Grant may be


<PAGE>

terminated or amended in accordance with the Plan or may be amended by agreement
of the Company and the Grantee consistent with the Plan.

        (d) Governing Document. The Plan shall be the controlling document. No
            ------------------
other statements, representations, explanatory materials or examples, oral or
written, may amend the Plan in any manner. The Plan shall be binding upon and
enforceable against the Company and its successors and assigns.

     19. Funding of the Plan.
         -------------------

     This Plan shall be unfunded. The Company shall not be required to establish
any special or separate fund or to make any other segregation of assets to
assure the payment of any Grants under this Plan. In no event shall interest be
paid or accrued on any Grant, including unpaid installments of Grants.
Notwithstanding the foregoing, the Committee may authorize the creation of
trusts and deposit therein cash, Company Stock, other Grants or other property,
or make other arrangements to meet the Company's obligations under the Plan.
Such trusts or other arrangements shall be consistent with the "unfunded" status
of the Plan unless the Committee otherwise determines with the consent of each
affected Grantee.

     20. Rights of Grantees.
         ------------------

     Nothing in this Plan shall entitle any Grantee or other person to any claim
or right to be granted a Grant under this Plan. Neither this Plan nor any action
taken hereunder shall be construed as giving any individual any rights to be
retained by or in the employ of the Company or any other employment rights.

     21. No Fractional Shares.
         --------------------

     No fractional shares of Company Stock shall be issued or delivered pursuant
to the Plan or any Grant. The Committee shall determine whether cash, other
awards or other property shall be issued or paid in lieu of such fractional
shares or whether such fractional shares or any rights thereto shall be
forfeited or otherwise eliminated.

     22. Headings.
         --------

     Section headings are for reference only. In the event of a conflict between
a title and the content of a Section, the content of the Section shall control.

     23. Effective Date of the Plan.
         --------------------------

     Subject to the approval of the Company's shareholders, the Plan shall be
effective on October __, 2000.

     24. Miscellaneous.
         -------------

        (a) Grants in Connection with Corporate Transactions and Otherwise.
            --------------------------------------------------------------
Nothing contained in this Plan shall be construed to (i) limit the right of the
Committee to make Grants under this Plan in connection with the acquisition, by
purchase, lease, merger, consolidation or otherwise, of the business or assets
of any corporation, firm or association, including Grants to employees thereof
who become Employees of the Company, or for other proper corporate purposes, or
(ii) limit the right of the Company to grant stock options or make other awards
outside of this Plan. Without limiting the foregoing, the Committee may make a
Grant to an employee of another corporation who becomes an Employee by reason of
a corporate merger, consolidation, acquisition of stock or property,
reorganization or liquidation involving the Company or any of its subsidiaries
in substitution for a stock option or restricted stock grant made by such
corporation. The terms and conditions of the substitute grants may vary from the
terms and conditions required by the Plan and


<PAGE>

from those of the substituted stock incentives. The Committee shall prescribe
the provisions of the substitute grants.

        (b) Compliance with Law. The Plan, the exercise of Options and SARs and
            -------------------
the obligations of the Company to issue or transfer shares of Company Stock
under Grants shall be subject to all applicable laws and to approvals by any
governmental or regulatory agency as may be required. With respect to persons
subject to section 16 of the Exchange Act, it is the intent of the Company that
the Plan and all transactions under the Plan comply with all applicable
provisions of Rule 16b-3 or its successors under the Exchange Act. The Committee
may revoke any Grant if it is contrary to law or modify a Grant to bring it into
compliance with any valid and mandatory government regulation. The Committee may
also adopt rules regarding the withholding of taxes on payments to Grantees. The
Committee may, in its sole discretion, agree to limit its authority under this
Section.

        (c) Public Offering. The provisions of the Plan that refer to a Public
            ---------------
Offering, or that refer to, or are applicable to persons subject to, section 16
of the Exchange Act or section 162(m) of the Code, shall be effective, if at
all, upon the initial registration of the Company Stock under section 12(g) of
the Exchange Act, and shall remain effective thereafter for so long as such
stock is so registered.

        (d) Governing Law. The validity, construction, interpretation and effect
            -------------
of the Plan and Grant Instruments issued under the Plan shall exclusively be
governed by and determined in accordance with the law of the State of Delaware.


<PAGE>

                                APPENDIX A TO THE

                 THINAIRAPPS, INC. 2000 EQUITY COMPENSATION PLAN

This Appendix to the ThinAirApps, Inc. 2000 Equity Compensation Plan (the
"Plan") shall have application only to Grantees who are residents of the State
of California. Capitalized terms contained herein shall have the same meanings
given to them in the Plan, unless otherwise provided in this Appendix.
Notwithstanding any provision contained in the Plan to the contrary and to the
extent required by applicable law, the following terms and conditions shall
apply to all Grants made to residents of the State of California, until such
time as the Company Stock becomes a "listed security" under the Securities Act:

1.   Nonqualified Stock Options shall have an exercise price that is not less
     than 85% of the Fair Market Value of the Company Stock on the Grant Date,
     except that the exercise price shall be least 110% of the Fair Market Value
     in the case of any person who owns stock possessing more than 10% of the
     total combined voting power of all classes of stock of the Company or its
     parent or subsidiary corporations.

2.   Options shall have a term of not more than ten years from the Grant Date.

3.   Options shall be nontransferable other than by will or the laws of descent
     and distribution. Notwithstanding the foregoing, and to the extent
     permitted by section 422 of the Code, the Committee, in its discretion, may
     permit distribution of an Option to an inter vivos or testamentary trust in
     which the Option is to be passed to beneficiaries upon the death of the
     trustor (settlor). Or by gift to "immediate family" as that term is defined
     in Rule 16a-1(e) under the Exchange Act.

4.   Options shall become exercisable at the rate of at least 20% per year over
     five years from the date the Option is granted, subject to reasonable
     conditions such as continued employment. However, in the case of an Option
     granted to officers, directors or consultants of the Company or any of its
     affiliates, the Option may become fully exercisable, subject to reasonable
     conditions such as continued employment, at any time during any period
     established by the Company or any of its affiliates.

5.   Unless employment is terminated for Cause, the right to exercise an Option
     in the event of termination of employment, to the extent that the Grantee
     is otherwise entitled to exercise an Option on the date employment
     terminates (the "Employment Termination Date"), shall be

     a.   at least six months from the Employment Termination Date if
          termination was caused by death or Disability; and

     b.   at least 30 days from the Employment Termination Date if termination
          of employment was for reasons other than death or Disability;

     c.   but in no event later than the remaining term of the Option.

6.   No Grant may be made to a resident of California more than ten years after
     the earlier of the date of adoption of the Plan and the date the Plan is
     approved by the shareholders.


<PAGE>

7.   Any Grant exercised before shareholder approval is obtained shall be
     rescinded if shareholder approval is not obtained within 12 months before
     or after the Plan is adopted. Such shares shall not be counted determining
     whether such approval is obtained.

8.   The Company shall provide annual financial statements of the Company to
     each California resident holding an outstanding Option under the Plan. Such
     financial statements need not be audited and need not be issued to key
     employees whose duties at the Company assure them access to equivalent
     information.

Any right of repurchase on behalf of the Company in the event of a Grantee's
termination of employment shall be at a purchase price that is (a) not less than
the Fair Market Value of the securities upon termination of employment, and the
right to repurchase shall be exercised for cash or cancellation of purchase
money indebtedness for the shares within 90 days of termination of employment
(or in the case of securities issued upon exercise of Options after the date of
termination, within 90 days after the date of the exercise), and the right shall
terminate when the Company's securities become publicly traded; or (b) at the
original purchase price, provided that the right to repurchase at the original
purchase price lapses at the rate of at least 20% of the shares per year over
five years from the date the Option is granted (without respect to the date the
Option was exercised or became exercisable) and the right to repurchase shall be
exercised for cash or cancellation of purchase money indebtedness for the shares
within 90 days of termination of employment (or in the case of securities issued
upon exercise of Options after the date of termination within 90 days after the
date of the exercise). In addition to the restrictions set forth in clauses (a)
and (b), the securities held by an officer, director or consultant of the
Company or an affiliate of the Company may be subject to additional or greater
restrictions.

9.   Any shares issued pursuant to the Plan shall have voting rights equal to
     those possessed by all of the Company's other shares.

10.  The total number of shares issuable upon exercise of all Options and the
     total number of shares called for under any stock bonus or similar plan
     shall not exceed a number of shares which is equal to 30% of the then
     outstanding shares of the Company (convertible preferred shares or
     convertible senior common shares will be counted on an as converted basis)
     unless a percentage higher than 30% is approved by at least 2/3 of the
     outstanding shares entitled to vote.