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                                   EXHIBIT 4.6



                             SORRENTO NETWORKS, INC.

                      2000 STOCK OPTION/STOCK ISSUANCE PLAN

                                  ARTICLE ONE

                               GENERAL PROVISIONS


I.   PURPOSE OF THE PLAN

     This 2000 Stock Option/Stock Issuance Plan is intended to promote the
interests of Sorrento Networks, Inc., a California corporation, by providing
eligible persons in the Corporation's employ or service with the opportunity to
acquire a proprietary interest, or otherwise increase their proprietary
interest, in the Corporation as an incentive for them to continue in such employ
or service.

     Capitalized terms herein shall have the meanings assigned to such terms in
the attached Appendix.

II.  STRUCTURE OF THE PLAN

     A. The Plan shall be divided into two (2) separate equity programs:

            (i) the Option Grant Program under which eligible persons
         may, at the discretion of the Plan Administrator, be granted options to
         purchase shares of Common Stock, and

            (ii) the Stock Issuance Program under which eligible persons
         may, at the discretion of the Plan Administrator, be issued shares of
         Common Stock directly, either through the immediate purchase of such
         shares or as a bonus for services rendered the Corporation (or any
         Parent or Subsidiary).

     B. The provisions of Articles One, Four and Five shall apply to both equity
programs under the Plan and shall accordingly govern the interests of all
persons under the Plan.

III. ADMINISTRATION OF THE PLAN

     A. The Plan shall be administered by the Board. However, any or all
administrative functions otherwise exercisable by the Board may be delegated to
the Committee. Members of the Committee shall serve for such period of time as
the Board may determine and shall be subject to removal by the Board at any
time. The Board may also at any time terminate the functions of the Committee
and reassume all powers and authority previously delegated to the Committee.

     B. The Plan Administrator shall have full power and authority (subject to
the provisions of the Plan) to establish such rules and regulations as it may
deem appropriate for proper administration of the Plan and to make such
determinations under, and issue such interpretations of, the Plan and any
outstanding options or stock issuances thereunder as it may deem necessary or
advisable. Decisions of the Plan Administrator shall be final and binding on all
parties who have an interest in the Plan or any option grant or stock issuance
thereunder.

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IV. ELIGIBILITY

     A. The persons eligible to participate in the Plan are as follows:

            (i) Employees,

            (ii) non-employee members of the Board or the non-employee members
         of the board of directors of any Parent or Subsidiary, and

            (iii) consultants and other independent advisors who provide
         services to the Corporation (or any Parent or Subsidiary).

     B. The Plan Administrator shall have full authority to determine, (i) with
respect to the grants made under the Option Grant Program, which eligible
persons are to receive such grants, the time or times when those grants are to
be made, the number of shares to be covered by each such grant, the status of
the granted option as either an Incentive Option or a Non-Statutory Option, the
time or times when each option is to become exercisable, the vesting schedule
(if any) applicable to the option shares and the maximum term for which the
option is to remain outstanding, and (ii) with respect to stock issuances made
under the Stock Issuance Program, which eligible persons are to receive such
issuances, the time or times when those issuances are to be made, the number of
shares to be issued to each Participant, the vesting schedule (if any)
applicable to the issued shares and the consideration to be paid by the
Participant for such shares.

     C. The Plan Administrator shall have the absolute discretion either to
grant options in accordance with the Option Grant Program or to effect stock
issuances in accordance with the Stock Issuance Program.

V. STOCK SUBJECT TO THE PLAN

     A. The stock issuable under the Plan shall be shares of authorized but
unissued or reacquired Common Stock. The maximum number of shares of Common
Stock which may be issued over the term of the Plan shall not exceed 20,000,000
shares.

     B. Shares of Common Stock subject to outstanding options shall be available
for subsequent issuance under the Plan to the extent (i) the options expire or
terminate for any reason prior to exercise in full or (ii) the options are
cancelled in accordance with the cancellation-regrant provisions of Article Two.
Unvested shares issued under the Plan and subsequently repurchased by the
Corporation, at the option exercise or direct issue price paid per share,
pursuant to the Corporation's repurchase rights under the Plan shall be added
back to the number of shares of Common Stock reserved for issuance under the
Plan and shall accordingly be available for reissuance through one or more
subsequent option grants or direct stock issuances under the Plan.

     C. Should any change be made to the Common Stock by reason of any stock
split, stock dividend, recapitalization, combination of shares, exchange of
shares or other change affecting the outstanding Common Stock as a class without
the Corporation's receipt of consideration, appropriate adjustments shall be
made to (i) the maximum number and/or class of securities issuable under the
Plan and (ii) the number and/or class of securities and the exercise price per
share in effect under each outstanding option in order to prevent the dilution
or enlargement of benefits thereunder. The adjustments determined by the Plan
Administrator shall be final, binding and conclusive. In no event shall any such
adjustments be made in connection with the conversion of one or more outstanding
shares of the Corporation's preferred stock into shares of Common Stock.

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                                  ARTICLE TWO

                              OPTION GRANT PROGRAM


I. OPTION TERMS

     Each option shall be evidenced by one or more documents in the form
approved by the Plan Administrator; provided, however, that each such document
shall comply with the terms specified below. Each document evidencing an
Incentive Option shall, in addition, be subject to the provisions of the Plan
applicable to such options.

A.       Exercise Price.

     1. The exercise price per share shall be fixed by the Plan Administrator in
accordance with the following provisions:

            (i) The exercise price per share shall not be less than eighty-five
         percent (85%) of the Fair Market Value per share of Common Stock on the
         option grant date.

            (ii) If the person to whom the option is granted is a 10%
         Stockholder, then the exercise price per share shall not be less than
         one hundred ten percent (110%) of the Fair Market Value per share of
         Common Stock on the option grant date.

     2. The exercise price shall become immediately due upon exercise of the
option and shall, subject to the provisions of Section I of Article Five and the
documents evidencing the option, be payable in cash or check made payable to the
Corporation. Should the Common Stock be registered under Section 12 of the 1934
Act at the time the option is exercised, then the exercise price may also be
paid as follows:

            (i) in shares of Common Stock held for the requisite period
         necessary to avoid a charge to the Corporation's earnings for financial
         reporting purposes and valued at Fair Market Value on the Exercise
         Date, or

            (ii) to the extent the option is exercised for vested shares,
         through a special sale and remittance procedure pursuant to which the
         Optionee shall concurrently provide irrevocable instructions (A) to a
         Corporation-designated brokerage firm to effect the immediate sale of
         the purchased shares and remit to the Corporation, out of the sale
         proceeds available on the settlement date, sufficient funds to cover
         the aggregate exercise price payable for the purchased shares plus all
         applicable Federal, state and local income and employment taxes
         required to be withheld by the Corporation by reason of such exercise
         and (B) to the Corporation to deliver the certificates for the
         purchased shares directly to such brokerage firm in order to complete
         the sale.

     Except to the extent such sale and remittance procedure is utilized,
payment of the exercise price for the purchased shares must be made on the
Exercise Date.

     B. Exercise and Term of Options. Each option shall be exercisable at such
time or times, during such period and for such number of shares as shall be
determined by the Plan Administrator and set forth in the documents evidencing
the option grant. However, no option shall have a term in excess of ten (10)
years measured from the option grant date.

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<PAGE>



C. Effect of Termination of Service.

     1. The following provisions shall govern the exercise of any options held
by the Optionee at the time of cessation of Service or death:

            (i) Should the Optionee cease to remain in Service for any reason
         other than death, Disability or Misconduct, then the Optionee shall
         have a period of three (3) months following the date of such cessation
         of Service during which to exercise each outstanding option held by
         such Optionee.

            (ii) Should Optionee's Service terminate by reason of Disability,
         then the Optionee shall have a period of twelve (12) months following
         the date of such cessation of Service during which to exercise each
         outstanding option held by such Optionee.

            (iii) If the Optionee dies while holding an outstanding option, then
         the personal representative of his or her estate or the person or
         persons to whom the option is transferred pursuant to the Optionee's
         will or the laws of inheritance or the Optionee's designated
         beneficiary or beneficiaries of that option shall have a twelve
         (12)-month period following the date of the Optionee's death to
         exercise such option.

            (iv) Under no circumstances, however, shall any such option be
         exercisable after the specified expiration of the option term.

            (v) During the applicable post-Service exercise period, the option
         may not be exercised in the aggregate for more than the number of
         vested shares for which the option is exercisable on the date of the
         Optionee's cessation of Service. Upon the expiration of the applicable
         exercise period or (if earlier) upon the expiration of the option term,
         the option shall terminate and cease to be outstanding for any vested
         shares for which the option has not been exercised. However, the option
         shall, immediately upon the Optionee's cessation of Service, terminate
         and cease to be outstanding with respect to any and all option shares
         for which the option is not otherwise at the time exercisable or in
         which the Optionee is not otherwise at that time vested.

            (vi) Should Optionee's Service be terminated for Misconduct or
         should Optionee otherwise engage in Misconduct while holding one or
         more outstanding options under the Plan, then all those options shall
         terminate immediately and cease to remain outstanding.

     2. The Plan Administrator shall have the discretion, exercisable either at
the time an option is granted or at any time while the option remains
outstanding, to:

            (i) extend the period of time for which the option is to remain
         exercisable following Optionee's cessation of Service or death from the
         limited period otherwise in effect for that option to such greater
         period of time as the Plan Administrator shall deem appropriate, but in
         no event beyond the expiration of the option term, and/or

            (ii) permit the option to be exercised, during the applicable
         post-Service exercise period, not only with respect to the number of
         vested shares of Common Stock for which such option is exercisable at
         the time of the Optionee's cessation of Service but also with respect
         to one or more additional installments in which the Optionee would have
         vested under the option had the Optionee continued in Service.


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     D. Stockholder Rights. The holder of an option shall have no stockholder
rights with respect to the shares subject to the option until such person shall
have exercised the option, paid the exercise price and become the recordholder
of the purchased shares.

     E. Unvested Shares. The Plan Administrator shall have the discretion to
grant options which are exercisable for unvested shares of Common Stock. Should
the Optionee cease Service while holding such unvested shares, the Corporation
shall have the right to repurchase, at the exercise price paid per share, any or
all of those unvested shares. The terms upon which such repurchase right shall
be exercisable (including the period and procedure for exercise and the
appropriate vesting schedule for the purchased shares) shall be established by
the Plan Administrator and set forth in the document evidencing such repurchase
right. The Plan Administrator may not impose a vesting schedule upon any option
grant or the shares of Common Stock subject to that option which is more
restrictive than twenty percent (20%) per year vesting, with the initial vesting
to occur not later than one (1) year after the option grant date. However, such
limitation shall not be applicable to any option grants made to individuals who
are officers of the Corporation, non-employee Board members or independent
consultants.

     F. First Refusal Rights. Until such time as the Common Stock is first
registered under Section 12 of the 1934 Act, the Corporation shall have the
right of first refusal with respect to any proposed disposition by the Optionee
(or any successor in interest) of any shares of Common Stock issued under the
Plan. Such right of first refusal shall be exercisable in accordance with the
terms established by the Plan Administrator and set forth in the document
evidencing such right.

     G. Limited Transferability of Options. An Incentive Stock Option shall be
exercisable only by the Optionee during his or her lifetime and shall not be
assignable or transferable other than by will or by the laws of inheritance
following the Optionee's death. A Non-Statutory Option may be assigned in whole
or in part during the Optionee's lifetime to one or more members of the
Optionee's family or to a trust established exclusively for one or more such
family members or to Optionee's former spouse, to the extent such assignment is
in connection with the Optionee's estate plan or pursuant to a domestic
relations order. The assigned portion may only be exercised by the person or
persons who acquire a proprietary interest in the Non-Statutory Option pursuant
to the assignment. The terms applicable to the assigned portion shall be the
same as those in effect for the option immediately prior to such assignment and
shall be set forth in such documents issued to the assignee as the Plan
Administrator may deem appropriate. Notwithstanding the foregoing, the Optionee
may also designate one or more persons as the beneficiary or beneficiaries of
his or her outstanding options under the Plan, and those options shall, in
accordance with such designation, automatically be transferred to such
beneficiary or beneficiaries upon the Optionee's death while holding those
options. Such beneficiary or beneficiaries shall take the transferred options
subject to all the terms and conditions of the applicable agreement evidencing
each such transferred option, including (without limitation) the limited time
period during which the option may be exercised following the Optionee's death.

II. INCENTIVE OPTIONS

     The terms specified below shall be applicable to all Incentive Options.
Except as modified by the provisions of this Section II, all the provisions of
Articles One, Two, Four and Five shall be applicable to Incentive Options.
Options which are specifically designated as Non-Statutory Options shall not be
subject to the terms of this Section II.

     A. Eligibility. Incentive Options may only be granted to Employees.

     B. Exercise Price. The exercise price per share shall not be less than one
hundred percent (100%) of the Fair Market Value per share of Common Stock on the
option grant date.

     C. Dollar Limitation. The aggregate Fair Market Value of the shares of
Common Stock (determined as of the respective date or dates of grant) for which
one or more options granted to any Employee under the Plan (or any other option
plan of the Corporation or any Parent or Subsidiary) may for the first time
become exercisable as Incentive Options during any one (1) calendar year shall
not exceed the sum of One Hundred


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Thousand Dollars ($100,000). To the extent the Employee holds two (2) or more
such options which become exercisable for the first time in the same calendar
year, the foregoing limitation on the exercisability of such options as
Incentive Options shall be applied on the basis of the order in which such
options are granted.

     D. 10% Stockholder. If any Employee to whom an Incentive Option is granted
is a 10% Stockholder, then the option term shall not exceed five (5) years
measured from the option grant date.

III. CORPORATE TRANSACTION

     A. The shares subject to each option outstanding under the Plan at the time
of a Corporate Transaction shall automatically vest in full so that each such
option shall, immediately prior to the effective date of the Corporate
Transaction, become exercisable for all of the shares of Common Stock at the
time subject to that option and may be exercised for any or all of those shares
as fully-vested shares of Common Stock. However, the shares subject to an
outstanding option shall not vest on such an accelerated basis if and to the
extent: (i) such option is assumed by the successor corporation (or parent
thereof) in the Corporate Transaction and any repurchase rights of the
Corporation with respect to the unvested option shares are concurrently assigned
to such successor corporation (or parent thereof) or (ii) such option is to be
replaced with a cash incentive program of the successor corporation which
preserves the spread existing on the unvested option shares at the time of the
Corporate Transaction and provides for subsequent payout in accordance with the
same vesting schedule applicable to those unvested option shares or (iii) the
acceleration of such option is subject to other limitations imposed by the Plan
Administrator at the time of the option grant.

     B. All outstanding repurchase rights shall also terminate automatically,
and the shares of Common Stock subject to those terminated rights shall
immediately vest in full, in the event of any Corporate Transaction, except to
the extent: (i) those repurchase rights are assigned to the successor
corporation (or parent thereof) in connection with such Corporate Transaction or
(ii) such accelerated vesting is precluded by other limitations imposed by the
Plan Administrator at the time the repurchase right is issued.

     C. Immediately following the consummation of the Corporate Transaction, all
outstanding options shall terminate and cease to be outstanding, except to the
extent assumed by the successor corporation (or parent thereof).

     D. Each option which is assumed in connection with a Corporate Transaction
shall be appropriately adjusted, immediately after such Corporate Transaction,
to apply to the number and class of securities which would have been issuable to
the Optionee in consummation of such Corporate Transaction, had the option been
exercised immediately prior to such Corporate Transaction. Appropriate
adjustments shall also be made to (i) the number and class of securities
available for issuance under the Plan following the consummation of such
Corporate Transaction and (ii) the exercise price payable per share under each
outstanding option, provided the aggregate exercise price payable for such
securities shall remain the same. To the extent the actual holders of the
Corporation's outstanding Common Stock receive cash consideration for their
Common Stock in consummation of the Corporate Transaction, the successor
corporation may, in connection with the assumption of the outstanding options
under this Plan, substitute one or more shares of its own common stock with a
fair market value equivalent to the cash consideration paid per share of Common
Stock in such Corporate Transaction.

     E. The Plan Administrator shall have the discretion, exercisable either at
the time the option is granted or at any time while the option remains
outstanding, to structure one or more options so that those options shall
automatically accelerate and vest in full (and any repurchase rights of the
Corporation with respect to the unvested shares subject to those options shall
immediately terminate) upon the occurrence of a Corporate Transaction, whether
or not those options are to be assumed in the Corporate Transaction.

     F. The Plan Administrator shall also have full power and authority,
exercisable either at the time the option is granted or at any time while the
option remains outstanding, to structure such option so that the shares subject
to that option will automatically vest on an accelerated basis should the
Optionee's Service terminate by reason of an Involuntary Termination within a
designated period (not to exceed eighteen (18) months) following




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the effective date of any Corporate Transaction in which the option is assumed
and the repurchase rights applicable to those shares do not otherwise terminate.
Any option so accelerated shall remain exercisable for the fully-vested option
shares until the expiration or sooner termination of the option term. In
addition, the Plan Administrator may provide that one or more of the
Corporation's outstanding repurchase rights with respect to shares held by the
Optionee at the time of such Involuntary Termination shall immediately terminate
on an accelerated basis, and the shares subject to those terminated rights shall
accordingly vest at that time.

     G. The portion of any Incentive Option accelerated in connection with a
Corporate Transaction shall remain exercisable as an Incentive Option only to
the extent the applicable One Hundred Thousand Dollar limitation is not
exceeded. To the extent such dollar limitation is exceeded, the accelerated
portion of such option shall be exercisable as a Non-Statutory Option under the
Federal tax laws.

     H. The grant of options under the Plan shall in no way affect the right of
the Corporation to adjust, reclassify, reorganize or otherwise change its
capital or business structure or to merge, consolidate, dissolve, liquidate or
sell or transfer all or any part of its business or assets.

IV. CANCELLATION AND REGRANT OF OPTIONS

     The Plan Administrator shall have the authority to effect, at any time and
from time to time, with the consent of the affected option holders, the
cancellation of any or all outstanding options under the Plan and to grant in
substitution therefor new options covering the same or different number of
shares of Common Stock but with an exercise price per share based on the Fair
Market Value per share of Common Stock on the new option grant date.

                                 ARTICLE THREE

                             STOCK ISSUANCE PROGRAM


I. STOCK ISSUANCE TERMS

     Shares of Common Stock may be issued under the Stock Issuance Program
through direct and immediate issuances without any intervening option grants.
Each such stock issuance shall be evidenced by a Stock Issuance Agreement which
complies with the terms specified below.

A.       Purchase Price.

     1. The purchase price per share shall be fixed by the Plan Administrator
but shall not be less than eighty-five percent (85%) of the Fair Market Value
per share of Common Stock on the issue date. However, the purchase price per
share of Common Stock issued to a 10% Stockholder shall not be less than one
hundred and ten percent (110%) of such Fair Market Value.

     2. Subject to the provisions of Section I of Article Five, shares of Common
Stock may be issued under the Stock Issuance Program for any of the following
items of consideration which the Plan Administrator may deem appropriate in each
individual instance:

         (i)  cash or check made payable to the Corporation, or

         (ii) past services rendered to the Corporation (or any Parent or
     Subsidiary).


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B. Vesting Provisions.

     1. Shares of Common Stock issued under the Stock Issuance Program may, in
the discretion of the Plan Administrator, be fully and immediately vested upon
issuance or may vest in one or more installments over the Participant's period
of Service or upon attainment of specified performance objectives. However, the
Plan Administrator may not impose a vesting schedule upon any stock issuance
effected under the Stock Issuance Program which is more restrictive than twenty
percent (20%) per year vesting, with initial vesting to occur not later than one
(1) year after the issuance date. Such limitation shall not apply to any Common
Stock issuances made to the officers of the Corporation, non-employee Board
members or independent consultants.

     2. Any new, substituted or additional securities or other property
(including money paid other than as a regular cash dividend) which the
Participant may have the right to receive with respect to the Participant's
unvested shares of Common Stock by reason of any stock dividend, stock split,
recapitalization, combination of shares, exchange of shares or other change
affecting the outstanding Common Stock as a class without the Corporation's
receipt of consideration shall be issued subject to (i) the same vesting
requirements applicable to the Participant's unvested shares of Common Stock and
(ii) such escrow arrangements as the Plan Administrator shall deem appropriate.

     3. The Participant shall have full stockholder rights with respect to any
shares of Common Stock issued to the Participant under the Stock Issuance
Program, whether or not the Participant's interest in those shares is vested.
Accordingly, the Participant shall have the right to vote such shares and to
receive any regular cash dividends paid on such shares.

     4. Should the Participant cease to remain in Service while holding one or
more unvested shares of Common Stock issued under the Stock Issuance Program or
should the performance objectives not be attained with respect to one or more
such unvested shares of Common Stock, then those shares shall be immediately
surrendered to the Corporation for cancellation, and the Participant shall have
no further stockholder rights with respect to those shares. To the extent the
surrendered shares were previously issued to the Participant for consideration
paid in cash or cash equivalent (including the Participant's purchase-money
indebtedness), the Corporation shall repay to the Participant the cash
consideration paid for the surrendered shares and shall cancel the unpaid
principal balance of any outstanding purchase-money note of the Participant
attributable to such surrendered shares.

     5. The Plan Administrator may in its discretion waive the surrender and
cancellation of one or more unvested shares of Common Stock (or other assets
attributable thereto) which would otherwise occur upon the non-completion of the
vesting schedule applicable to those shares. Such waiver shall result in the
immediate vesting of the Participant's interest in the shares of Common Stock as
to which the waiver applies. Such waiver may be effected at any time, whether
before or after the Participant's cessation of Service or the attainment or
non-attainment of the applicable performance objectives.

     C. First Refusal Rights. Until such time as the Common Stock is first
registered under Section 12 of the 1934 Act, the Corporation shall have the
right of first refusal with respect to any proposed disposition by the
Participant (or any successor in interest) of any shares of Common Stock issued
under the Stock Issuance Program. Such right of first refusal shall be
exercisable in accordance with the terms established by the Plan Administrator
and set forth in the document evidencing such right.

II. CORPORATE TRANSACTION

     A. Upon the occurrence of a Corporate Transaction, all outstanding
repurchase rights under the Stock Issuance Program shall terminate
automatically, and the shares of Common Stock subject to those terminated rights
shall immediately vest in full, except to the extent: (i) those repurchase
rights are assigned to the successor corporation (or parent thereof) in
connection with such Corporate Transaction or (ii) such accelerated vesting is
precluded by other limitations imposed by the Plan Administrator at the time the
repurchase right is issued.

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<PAGE>


     B. The Plan Administrator shall have the discretionary authority,
exercisable either at the time the unvested shares are issued or any time while
the Corporation's repurchase rights with respect to those shares remain
outstanding, to provide that those rights shall automatically terminate on an
accelerated basis, and the shares of Common Stock subject to those terminated
rights shall immediately vest, in the event the Participant's Service should
subsequently terminate by reason of an Involuntary Termination within a
designated period (not to exceed eighteen (18) months) following the effective
date of any Corporate Transaction in which those repurchase rights are assigned
to the successor corporation (or parent thereof).

III. SHARE ESCROW/LEGENDS

     Unvested shares may, in the Plan Administrator's discretion, be held in
escrow by the Corporation until the Participant's interest in such shares vests
or may be issued directly to the Participant with restrictive legends on the
certificates evidencing those unvested shares.

                                  ARTICLE FOUR

                                   CALL RIGHT

I. PURPOSE

     The purpose of this Article Four is to provide the Corporation with a
vehicle for liquidating the outstanding option grants and share issuances under
the Plan in the event a Liquidity Transaction should not occur on or before
September 30, 2000. Accordingly, in the absence of a Liquidity Transaction on or
before such date, the Corporation may repurchase all the outstanding options and
shares of Common Stock issued under the Plan during a limited window period
beginning October 1, 2000.

II. TERMS AND CONDITIONS

     A. Should a Liquidity Transaction fail to be effected prior to September
30, 2000, then the Corporation shall have the right to repurchase all
outstanding options under the Plan (whether or not those options are at the time
exercisable for vested shares) and all outstanding shares of Common Stock issued
under the Plan (whether such shares are vested or unvested) upon the following
terms and conditions:

            1. The Call Right may be exercised by the Corporation at any time
during the period beginning October 1, 2000 and ending December 31, 2000.
However, the Call Right shall terminate and cease to be exercisable prior to
December 31, 2000 should a Liquidity Transaction occur at any time prior to such
date. The Call Right shall be exercisable by written notice delivered during the
applicable exercise period to each holder of an outstanding option under the
Plan and each holder of shares of Common Stock issued under the Plan. In no
event may the Call Right be exercised for less than all of the options at the
time outstanding under the Plan or less than all of the outstanding shares of
Common Stock issued under the Plan.

            2. The purchase price payable by the Corporation for each option
grant repurchased pursuant to the Call Right shall be equal to the number of
shares of Common Stock at the time subject to such option, whether vested or
unvested, multiplied by the excess of (A) the Appraised Value Per Share of
Common Stock as of September 30, 2000 over (B) the exercise price payable per
share under such option. However, no amount shall be payable by the Corporation
for any option which terminates and ceases to remain outstanding (by reason of
the Optionee's cessation of Service) prior to the date the Corporation exercises
the Call Right with respect to that option.



                                       9





<PAGE>



            3. The purchase price payable by the Corporation for each
outstanding share of Common Stock (whether vested or unvested) repurchased
pursuant to the Call Right shall be equal to the Appraised Value Per Share of
Common Stock as of September 30, 2000.

            4. Within fifteen (15) days following receipt of the Corporation's
exercise notice, each option holder shall deliver to the Corporation the
executed stock option agreement evidencing each outstanding option held by such
individual under the Plan, and each stockholder shall deliver to the Corporation
the certificate(s) evidencing the shares of Common Stock to be repurchased
pursuant to the Call Right, with each such certificate to be duly endorsed for
transfer by the stockholder. The purchase price for each repurchased option
grant or share issuance shall be paid, at the sole discretion of the Plan
Administrator, in (i) one lump-sum cash payment or (ii) freely tradable
registered shares of common stock of Osicom Technologies, Inc. within fifteen
(15) days after the Corporation's receipt of the executed stock option agreement
for that option or the duly-endorsed certificate(s) evidencing the shares of
Common Stock, as the case may be. At the time such payment is made to the option
holder or the stockholder, such individual shall cease to have any right, title
or interest in and to any repurchased option and the option shares purchasable
thereunder or the repurchased shares of Common Stock, and such individual shall
no longer have any equity or other proprietary interest in the Corporation by
reason of any options or shares of Common Stock issued under the Plan.

III. TERMINATION OF CALL RIGHT

     The Call Right shall terminate and cease to be exercisable immediately upon
the occurrence of a Liquidity Transaction. The Call Right shall also terminate
at the close of business on December 31, 2000, unless the Corporation shall have
previously provided the requisite exercise notice of the Call Right to each
option holder or stockholder under the Plan.

                                  ARTICLE FIVE

                                  MISCELLANEOUS


I. FINANCING

     The Plan Administrator may permit any Optionee or Participant to pay the
option exercise price under the Option Grant Program or the purchase price for
shares issued under the Stock Issuance Program by delivering a full-recourse,
interest bearing promissory note payable in one or more installments and secured
by the purchased shares. However, any promissory note delivered by a consultant
must be secured by collateral in addition to the purchased shares of Common
Stock. In no event may the maximum credit available to the Optionee or
Participant exceed the sum of (i) the aggregate option exercise price or
purchase price payable for the purchased shares plus (ii) any Federal, state and
local income and employment tax liability incurred by the Optionee or the
Participant in connection with the option exercise or share purchase.

II. EFFECTIVE DATE AND TERM OF PLAN

     A. The Plan shall become effective when adopted by the Board, but no option
granted under the Plan may be exercised, and no shares shall be issued under the
Plan, until the Plan is approved by the Corporation's stockholders. If such
stockholder approval is not obtained within twelve (12) months after the date of
the Board's adoption of the Plan, then all options previously granted under the
Plan shall terminate and cease to be outstanding, and no further options shall
be granted and no shares shall be issued under the Plan. Subject to such
limitation, the Plan Administrator may grant options and issue shares under the
Plan at any time after the effective date of the Plan and before the date fixed
herein for termination of the Plan.

     B. The Plan shall terminate upon the earliest of (i) the expiration of the
ten (10)-year period measured from the date the Plan is adopted by the Board,
(ii) the date on which all shares available for issuance under the Plan shall
have been issued as vested shares or (iii) the termination of all outstanding
options in



                                       10





<PAGE>


connection with a Corporate Transaction. All options and unvested stock
issuances outstanding at the time of a clause (i) termination event shall
continue to have full force and effect in accordance with the provisions of the
documents evidencing those options or issuances.

III. AMENDMENT OF THE PLAN

     A. The Board shall have complete and exclusive power and authority to amend
or modify the Plan in any or all respects. However, no such amendment or
modification shall adversely affect the rights and obligations with respect to
options or unvested stock issuances at the time outstanding under the Plan
unless the Optionee or the Participant consents to such amendment or
modification. In addition, certain amendments may require stockholder approval
pursuant to applicable laws and regulations.

     B. Options may be granted under the Option Grant Program and shares may be
issued under the Stock Issuance Program which are in each instance in excess of
the number of shares of Common Stock then available for issuance under the Plan,
provided any excess shares actually issued under those programs shall be held in
escrow until there is obtained stockholder approval of an amendment sufficiently
increasing the number of shares of Common Stock available for issuance under the
Plan. If such stockholder approval is not obtained within twelve (12) months
after the date the first such excess grants or issuances are made, then (i) any
unexercised options granted on the basis of such excess shares shall terminate
and cease to be outstanding and (ii) the Corporation shall promptly refund to
the Optionees and the Participants the exercise or purchase price paid for any
excess shares issued under the Plan and held in escrow, together with interest
(at the applicable Short Term Federal Rate) for the period the shares were held
in escrow, and such shares shall thereupon be automatically cancelled and cease
to be outstanding.

IV. USE OF PROCEEDS

     Any cash proceeds received by the Corporation from the sale of shares of
Common Stock under the Plan shall be used for general corporate purposes.

V. WITHHOLDING

     The Corporation's obligation to deliver shares of Common Stock upon the
exercise of any options granted under the Plan or upon the issuance or vesting
of any shares issued under the Plan shall be subject to the satisfaction of all
applicable Federal, state and local income and employment tax withholding
requirements.

VI. REGULATORY APPROVALS

     The implementation of the Plan, the granting of any options under the Plan
and the issuance of any shares of Common Stock (i) upon the exercise of any
option or (ii) under the Stock Issuance Program shall be subject to the
Corporation's procurement of all approvals and permits required by regulatory
authorities having jurisdiction over the Plan, the options granted under it and
the shares of Common Stock issued pursuant to it.

VII.     NO EMPLOYMENT OR SERVICE RIGHTS

     Nothing in the Plan shall confer upon the Optionee or the Participant any
right to continue in Service for any period of specific duration or interfere
with or otherwise restrict in any way the rights of the Corporation (or any
Parent or Subsidiary employing or retaining such person) or of the Optionee or
the Participant, which rights are hereby expressly reserved by each, to
terminate such person's Service at any time for any reason, with or without
cause.



                                       11





<PAGE>



VIII. FINANCIAL REPORTS

     The Corporation shall deliver a balance sheet and an income statement at
least annually to each individual holding an outstanding option under the Plan,
unless such individual is a key Employee whose duties in connection with the
Corporation (or any Parent or Subsidiary) assure such individual access to
equivalent information.


                                    APPENDIX


     The following definitions shall be in effect under the Plan:

         A. Appraised Value Per Share shall mean the fair market value per share
of Common Stock as of September 30, 2000, as determined on the basis of an
independent appraisal, performed in accordance with standard valuation
procedures by an investment banking firm selected by the Plan Administrator, of
the going-concern value of the Corporation at that time, as if the Corporation
were a stand-alone, publicly-traded entity, with no discount for the limited
marketability or minority interest represented by such share of Common Stock.
Accordingly, the Appraised Value Per Share shall be determined pursuant to the
following formula:

                           X  =  Y  [div]  Z,  where

                           X is the Appraised Value Per Share

                           Y is the independently appraised going-concern value
         of the Corporation as of September 30, 2000, and

                           Z is the total number of shares of Common Stock
         outstanding as of September 30, 2000 on a fully-diluted basis,
         including the number of shares of Common Stock issuable under any
         convertible equity or debt securities or upon the exercise of any
         outstanding warrants or other similar purchase rights and any
         outstanding options under the Plan, whether or not those securities are
         at the time convertible or exercisable for shares of Common Stock. Such
         calculation shall be performed in accordance with FAS 128.

         B. Board shall mean the Corporation's Board of Directors.

         C. Call Right shall mean the Corporation's right under the Plan to
repurchase outstanding options and shares of Common Stock issued under the Plan
pursuant to the terms and conditions of Article Four of the Plan.

         D. Code shall mean the Internal Revenue Code of 1986, as amended.

         E. Committee shall mean a committee of two (2) or more Board members
appointed by the Board to exercise one or more administrative functions under
the Plan.

         F. Common Stock shall mean the Corporation's common stock.

         G. Corporate Transaction shall mean either of the following
stockholder-approved transactions to which the Corporation is a party:

            (i) a merger or consolidation in which securities possessing more
     than fifty percent (50%) of the total combined voting power of the
     Corporation's outstanding




                                       12





<PAGE>


     securities are transferred to a person or persons different from the
     persons holding those securities immediately prior to
     such transaction, or

            (ii) the sale, transfer or other disposition of all or substantially
     all of the Corporation's assets in complete liquidation or dissolution of
     the Corporation.

     H. Corporation shall mean Sorrento Networks, Inc., a California
corporation, and any successor corporation to all or substantially all of the
assets or voting stock of Sorrento Networks, Inc. which shall by appropriate
action adopt the Plan.

     I. Disability shall mean the inability of the Optionee or the Participant
to engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment and shall be determined by the Plan
Administrator on the basis of such medical evidence as the Plan Administrator
deems warranted under the circumstances.

     J. Employee shall mean an individual who is in the employ of the
Corporation (or any Parent or Subsidiary), subject to the control and direction
of the employer entity as to both the work to be performed and the manner and
method of performance.

     K. Exercise Date shall mean the date on which the Corporation shall have
received written notice of the option exercise.

     L. Fair Market Value per share of Common Stock on any relevant date shall
be determined in accordance with the following provisions:

            (i) If the Common Stock is at the time traded on the Nasdaq National
     Market, then the Fair Market Value shall be the closing selling price per
     share of Common Stock on the date in question, as such price is reported by
     the National Association of Securities Dealers on the Nasdaq National
     Market and published in The Wall Street Journal. If there is no closing
     selling price for the Common Stock on the date in question, then the Fair
     Market Value shall be the closing selling price on the last preceding date
     for which such quotation exists.

            (ii) If the Common Stock is at the time listed on any Stock
     Exchange, then the Fair Market Value shall be the closing selling price per
     share of Common Stock on the date in question on the Stock Exchange
     determined by the Plan Administrator to be the primary market for the
     Common Stock, as such price is officially quoted in the composite tape of
     transactions on such exchange and published in The Wall Street Journal. If
     there is no closing selling price for the Common Stock on the date in
     question, then the Fair Market Value shall be the closing selling price on
     the last preceding date for which such quotation exists.

            (iii) If the Common Stock is at the time neither listed on any Stock
     Exchange nor traded on the Nasdaq National Market, then the Fair Market
     Value shall be determined by the Plan Administrator after taking into
     account such factors as the Plan Administrator shall deem appropriate.

     M. Incentive Option shall mean an option which satisfies the requirements
of Code Section 422.

                                       13







<PAGE>


     N. Involuntary Termination shall mean the termination of the Service of any
individual which occurs by reason of:

            (i) such individual's involuntary dismissal or discharge by the
     Corporation for reasons other than Misconduct, or

            (ii) such individual's voluntary resignation following (A) a change
     in his or her position with the Corporation which materially reduces his or
     her duties and responsibilities or the level of management to which he or
     she reports, (B) a reduction in his or her level of compensation (including
     base salary, fringe benefits and target bonus under any
     corporate-performance based bonus or incentive programs) by more than
     fifteen percent (15%) or (C) a relocation of such individual's place of
     employment by more than fifty (50) miles, provided and only if such change,
     reduction or relocation is effected without the individual's consent.

     O. Liquidity Transaction shall mean a Corporate Transaction or the
consummation by the Corporation of a firm commitment underwritten public
offering of the Common Stock pursuant to an effective registration statement
filed with the Securities and Exchange Commission under the 1933 Act.

     P. Misconduct shall mean the commission of any act of fraud, embezzlement
or dishonesty by the Optionee or Participant, any unauthorized use or disclosure
by such person of confidential information or trade secrets of the Corporation
(or any Parent or Subsidiary), or any other intentional misconduct by such
person adversely affecting the business or affairs of the Corporation (or any
Parent or Subsidiary) in a material manner. The foregoing definition shall not
be deemed to be inclusive of all the acts or omissions which the Corporation (or
any Parent or Subsidiary) may consider as grounds for the dismissal or discharge
of any Optionee, Participant or other person in the Service of the Corporation
(or any Parent or Subsidiary).

     Q. 1934 Act shall mean the Securities Exchange Act of 1934, as amended.

     R. Non-Statutory Option shall mean an option not intended to satisfy the
requirements of Code Section 422.

     S. Option Grant Program shall mean the option grant program in effect under
the Plan.

     T. Optionee shall mean any person to whom an option is granted under the
Plan.

     U. Parent shall mean any corporation (other than the Corporation) in an
unbroken chain of corporations ending with the Corporation, provided each
corporation in the unbroken chain (other than the Corporation) owns, at the time
of the determination, 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.

     V. Participant shall mean any person who is issued shares of Common Stock
under the Stock Issuance Program.

     W. Plan shall mean the Corporation's 2000 Stock Option/Stock Issuance Plan,
as set forth in this document.

     X. Plan Administrator shall mean either the Board or the Committee acting
in its capacity as administrator of the Plan.

     Y. Service shall mean the provision of services to the Corporation (or any
Parent or Subsidiary) by a person in the capacity of an Employee, a non-employee
member of the board of directors or a consultant or independent advisor, except
to the extent otherwise specifically provided in the documents evidencing the
option grant.

                                       14






<PAGE>


     Z. Stock Exchange shall mean either the American Stock Exchange or the New
York Stock Exchange.

     AA. Stock Issuance Agreement shall mean the agreement entered into by the
Corporation and the Participant at the time of issuance of shares of Common
Stock under the Stock Issuance Program.

     BB. Stock Issuance Program shall mean the stock issuance program in effect
under the Plan.

     CC. Subsidiary shall mean any corporation (other than the Corporation) in
an unbroken chain of corporations beginning with the Corporation, provided each
corporation (other than the last corporation) in the unbroken chain owns, at the
time of the determination, 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.

     DD. 10% Stockholder shall mean the owner of stock (as determined under Code
Section 424(d)) possessing more than ten percent (10%) of the total combined
voting power of all classes of stock of the Corporation (or any Parent or
Subsidiary).




                                       15