EXTENSITY INC
2000 NON-STATUTORY STOCK OPTION PLAN
<DOCUMENT>
<TYPE>EX-10.11.1
<SEQUENCE>3
<FILENAME>p15927_ex10-11.txt
<DESCRIPTION>2000 NON-STATUTORY STOCK OPTION PLAN
<TEXT>

                                 EXTENSITY, INC.

                              AMENDED AND RESTATED
                       2000 NONSTATUTORY STOCK OPTION PLAN

                            ADOPTED ON AUGUST 8, 2000
                           AMENDED ON OCTOBER 17, 2000
                           AMENDED ON JANUARY 19, 2001
                            AMENDED ON APRIL 12, 2001
                     AMENDED AND RESTATED ON APRIL 11, 2002


1.       PURPOSES.

         (a) Eligible Stock Award  Recipients.  The persons  eligible to receive
Stock  Awards are  selected  Employees  and  Consultants  of the Company and its
Affiliates.

         (b)  Available  Stock  Awards.  The purpose of the Plan is to provide a
means by which  eligible  recipients of Stock Awards may be given an opportunity
to benefit from  increases in value of the Common Stock  through the granting of
the following Stock Awards: (i) Nonstatutory  Stock Options,  (ii) stock bonuses
and (iii) rights to acquire restricted stock.

         (c) General Purpose. The Company, by means of the Plan, seeks to retain
the services of the group of persons eligible to receive Stock Awards, to secure
and retain the  services of new members of this group and to provide  incentives
for such persons to exert maximum efforts for the success of the Company and its
Affiliates.

2.       DEFINITIONS.

         (a) "Affiliate" means any parent corporation or subsidiary  corporation
of the Company, whether now or hereafter existing, as those terms are defined in
Sections 424(e) and (f), respectively, of the Code.

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

         (c)  "Capitalization  Adjustment" has the meaning ascribed to that term
in Section 11(a).

         (d) "Change in Control" means the occurrence,  in a single  transaction
or in a series  of  related  transactions,  of any one or more of the  following
events:

                  (i) any  Exchange  Act Person  becomes the Owner,  directly or
indirectly,  of securities of the Company  representing  more than fifty percent
(50%) of the combined voting power of the Company's then outstanding  securities
other than by virtue of a merger, consolidation or similar transaction;

                  (ii) there is consummated a merger,  consolidation  or similar
transaction  involving  (directly or  indirectly)  the Company and,  immediately
after the consummation of such

                                       1.
<PAGE>


merger,  consolidation or similar  transaction,  the stockholders of the Company
immediately prior thereto do not Own, directly or indirectly, outstanding voting
securities   representing   more  than  fifty  percent  (50%)  of  the  combined
outstanding  voting power of the surviving Entity in such merger,  consolidation
or  similar  transaction  or more  than  fifty  percent  (50%)  of the  combined
outstanding  voting power of the parent of the surviving  Entity in such merger,
consolidation or similar transaction;

                  (iii) the  stockholders  of the  Company  approve or the Board
approves a plan of complete  dissolution  or  liquidation  of the Company,  or a
complete dissolution or liquidation of the Company shall otherwise occur;

                  (iv)  there is  consummated  a sale,  lease,  license or other
disposition  of all or  substantially  all of  the  consolidated  assets  of the
Company  and its  Subsidiaries,  other  than a sale,  lease,  license  or  other
disposition  of all or  substantially  all of  the  consolidated  assets  of the
Company and its Subsidiaries to an Entity,  more than fifty percent (50%) of the
combined  voting  power  of  the  voting   securities  of  which  are  Owned  by
stockholders  of the  Company in  substantially  the same  proportions  as their
Ownership of the Company immediately prior to such sale, lease, license or other
disposition; or

                  (v)  individuals  who, on the date this Plan is adopted by the
Board, are members of the Board (the "Incumbent  Board") cease for any reason to
constitute at least a majority of the members of the Board; (provided,  however,
that if the  appointment  or election (or  nomination  for  election) of any new
Board member was approved or  recommended  by a majority  vote of the members of
the Incumbent Board then still in office, such new member shall, for purposes of
this Plan, be considered as a member of the Incumbent Board).

         Notwithstanding  the foregoing or any other provision of this Plan, the
definition of Change in Control (or any analogous term) in an individual written
agreement  between  the  Company  or any  Affiliate  and the  Participant  shall
supersede the foregoing  definition with respect to Stock Awards subject to such
agreement  (it being  understood,  however,  that if no  definition of Change in
Control  or any  analogous  term is set  forth  in such  an  individual  written
agreement, the foregoing definition shall apply).

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

         (f)  "Committee"  means a committee of one or more members of the Board
appointed by the Board in accordance with Section 3(c).

         (g) "Common Stock" means the common stock of the Company.

         (h) "Company" means Extensity, Inc., a Delaware corporation.

         (i) "Consultant" means any person, including an advisor, (i) engaged by
the Company or an Affiliate to render consulting or advisory services and who is
compensated  for such  services  or (ii)  serving  as a member  of the  Board of
Directors of an Affiliate and who is compensated for such services. However, the
term  "Consultant"  shall not include  Directors who are not  compensated by the
Company for their services as Directors,  and the payment of a

                                       2.
<PAGE>


director's  fee by the  Company  for  services  as a Director  shall not cause a
Director to be considered a "Consultant" for purposes of the Plan.

         (j) "Continuous Service" means that the Participant's  service with the
Company or an Affiliate,  whether as an Employee, Director or Consultant, is not
interrupted  or  terminated.  A change in the capacity in which the  Participant
renders  service to the Company or an Affiliate as an  Employee,  Consultant  or
Director  or a change  in the  entity  for which the  Participant  renders  such
service,   provided  that  there  is  no  interruption  or  termination  of  the
Participant's  service with the Company or an  Affiliate,  shall not terminate a
Participant's  Continuous  Service.  For  example,  a change in  status  from an
Employee of the Company to a Consultant of an Affiliate or a Director  shall not
constitute  an  interruption  of  Continuous  Service.  The  Board or the  chief
executive officer of the Company, in that party's sole discretion, may determine
whether  Continuous  Service shall be considered  interrupted in the case of any
leave of absence approved by that party, including sick leave, military leave or
any other personal  leave.  Notwithstanding  the  foregoing,  a leave of absence
shall be treated as Continuous  Service for purposes of vesting in a Stock Award
only to such extent as may be provided in the Company's  leave of absence policy
or in the written terms of the Participant's leave of absence.

         (k)  "Corporate   Transaction"  means  the  occurrence,   in  a  single
transaction  or in a series of related  transactions,  of any one or more of the
following events:

                  (i) a sale or other  disposition of all or substantially  all,
as determined by the Board in its discretion,  of the consolidated assets of the
Company and its Subsidiaries;

                  (ii) a sale or other  disposition  of at least ninety  percent
(90%) of the outstanding securities of the Company;

                  (iii) a merger, consolidation or similar transaction following
which the Company is not the surviving corporation; or

                  (iv) a merger,  consolidation or similar transaction following
which the Company is the  surviving  corporation  but the shares of Common Stock
outstanding   immediately   preceding  the  merger,   consolidation  or  similar
transaction are converted or exchanged by virtue of the merger, consolidation or
similar transaction into other property, whether in the form of securities, cash
or otherwise.

         (l) "Director" means a member of the Board of Directors of the Company.

         (m)  "Disability"  means the permanent and total disability of a person
within the meaning of Section 22(e)(3) of the Code.

         (n)  "Employee"  means  any  person  employed  by  the  Company  or  an
Affiliate.  Service as a Director or payment of a director's  fee by the Company
or an  Affiliate  shall not be  sufficient  to  constitute  "employment"  by the
Company or an Affiliate.

         (o) "Entity" means a corporation, partnership or other entity.

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

                                       3.
<PAGE>


         (q) "Exchange Act Person" means any natural  person,  Entity or "group"
(within the meaning of Section 13(d) or 14(d) of the Exchange Act),  except that
"Exchange Act Person" shall not include (A) the Company or any Subsidiary of the
Company,  (B) any employee  benefit plan of the Company or any Subsidiary of the
Company or any trustee or other fiduciary  holding  securities under an employee
benefit plan of the Company or any Subsidiary of the Company, (C) an underwriter
temporarily  holding securities  pursuant to an offering of such securities,  or
(D) an Entity Owned, directly or indirectly,  by the stockholders of the Company
in  substantially  the  same  proportions  as  their  Ownership  of stock of the
Company.

         (r) "Fair Market Value" means,  as of any date, the value of the Common
Stock determined as follows:

                  (i) If the  Common  Stock is listed on any  established  stock
exchange or traded on the Nasdaq National Market or the Nasdaq SmallCap  Market,
the Fair Market  Value of a share of Common  Stock  shall be the  closing  sales
price for such stock (or the closing  bid, if no sales were  reported) as quoted
on such  exchange or market (or the exchange or market with the greatest  volume
of trading in the Common Stock) on the day of  determination,  and if the day of
determination  was not a market trading day, then on the last market trading day
prior to the day of  determination,  as reported  in The Wall Street  Journal or
such other source as the Board deems reliable.

                  (ii) In the absence of such markets for the Common Stock,  the
Fair Market Value shall be determined in good faith by the Board.

         (s) "Nonstatutory Stock Option" means an Option not intended to qualify
as an incentive  stock option  within the meaning of Section 422 of the Code and
the regulations promulgated thereunder.

         (t)  "Officer"  means a person who is an officer of the Company  within
the  meaning  of Section 16 of the  Exchange  Act and the rules and  regulations
promulgated thereunder.

         (u) "Option" means a Nonstatutory  Stock Option granted pursuant to the
Plan.

         (v) "Option  Agreement" means a written  agreement  between the Company
and an Optionholder  evidencing the terms and conditions of an individual Option
grant. Each Option Agreement shall be subject to the terms and conditions of the
Plan.

         (w) "Optionholder" means a person to whom an Option is granted pursuant
to the Plan or, if  applicable,  such  other  person  who  holds an  outstanding
Option.

         (x) "Own,"  "Owned,"  "Owner,"  "Ownership" A person or Entity shall be
deemed to "Own," to have  "Owned,"  to be the  "Owner"  of, or to have  acquired
"Ownership"  of  securities  if such person or Entity,  directly or  indirectly,
through any contract, arrangement, understanding, relationship or otherwise, has
or shares  voting  power,  which  includes  the  power to vote or to direct  the
voting, with respect to such securities.

         (y)  "Participant"  means a person  to whom a Stock  Award  is  granted
pursuant  to the  Plan  or,  if  applicable,  such  other  person  who  holds an
outstanding Stock Award.

                                       4.
<PAGE>


         (z) "Plan"  means this  Amended and Restated  2000  Nonstatutory  Stock
Option Plan.

         (aa) "Securities Act" means the Securities Act of 1933, as amended.

         (bb) "Stock Award" means any right granted under the Plan, including an
Option, a stock bonus and a right to acquire restricted stock.

         (cc) "Stock  Award  Agreement"  means a written  agreement  between the
Company and a holder of a Stock Award  evidencing the terms and conditions of an
individual Stock Award grant. Each Stock Award Agreement shall be subject to the
terms and conditions of the Plan.

         (dd)  "Subsidiary"  means,  with  respect  to  the  Company,   (i)  any
corporation  of which more than fifty percent (50%) of the  outstanding  capital
stock having ordinary voting power to elect a majority of the board of directors
of such corporation  (irrespective  of whether,  at the time, stock of any other
class or classes of such  corporation  shall have or might have voting  power by
reason  of  the  happening  of any  contingency)  is at the  time,  directly  or
indirectly,  Owned by the Company, and (ii) any partnership in which the Company
has  a  direct  or  indirect   interest  (whether  in  the  form  of  voting  or
participation  in profits or capital  contribution)  of more than fifty  percent
(50%).

3. ADMINISTRATION.

         (a) Administration by Board. The Board shall administer the Plan unless
and until the Board  delegates  administration  to a  Committee,  as provided in
Section 3(c).

         (b) Powers of Board.  The Board  shall have the power,  subject to, and
within the limitations of, the express provisions of the Plan:

                  (i) To  determine  from  time to  time  which  of the  persons
eligible  under the Plan shall be granted Stock Awards;  when and how each Stock
Award shall be granted;  what type or  combination of types of Stock Award shall
be  granted;  the  provisions  of each Stock  Award  granted  (which need not be
identical),  including  the time or times when a person  shall be  permitted  to
receive  Common  Stock  pursuant to a Stock  Award;  and the number of shares of
Common  Stock with  respect to which a Stock Award shall be granted to each such
person.

                  (ii) To  construe  and  interpret  the Plan and  Stock  Awards
granted under it, and to establish,  amend and revoke rules and  regulations for
its  administration.  The Board, in the exercise of this power,  may correct any
defect,  omission or  inconsistency in the Plan or in any Stock Award Agreement,
in a manner and to the extent it shall deem  necessary  or expedient to make the
Plan fully effective.

                  (iii)  To  amend  the Plan or a Stock  Award  as  provided  in
Section 12.

                  (iv) To  terminate  or suspend the Plan as provided in Section
13.

                  (v)  Generally,  to exercise  such powers and to perform  such
acts as the Board deems  necessary or expedient to promote the best interests of
the Company and that are not in conflict with the provisions of the Plan.

                                       5.
<PAGE>


         (c) Delegation to Committee.  The Board may delegate  administration of
the Plan to a Committee or  Committees  of one (1) or more members of the Board,
and the term  "Committee"  shall  apply to any  person or  persons  to whom such
authority has been delegated. If administration is delegated to a Committee, the
Committee  shall have, in connection  with the  administration  of the Plan, the
powers theretofore possessed by the Board,  including the power to delegate to a
subcommittee  any of the  administrative  powers the  Committee is authorized to
exercise (and  references  in this Plan to the Board shall  thereafter be to the
Committee  or  subcommittee),   subject,  however,  to  such  resolutions,   not
inconsistent  with the  provisions  of the Plan,  as may be adopted from time to
time by the Board. The Board may abolish the Committee at any time and revest in
the Board the administration of the Plan.

         (d) Effect of Board's Decision. All determinations, interpretations and
constructions  made by the Board in good faith shall not be subject to review by
any person and shall be final, binding and conclusive on all persons.

4. SHARES SUBJECT TO THE PLAN.

         (a) Share Reserve.  Subject to the provisions of Section 11(a) relating
to  Capitalization  Adjustments,  the shares of Common  Stock that may be issued
pursuant to Stock  Awards  shall not exceed in the  aggregate  Two Million  Four
Hundred Thousand  (2,400,000) shares of Common Stock, plus an annual increase to
be added on the first day of the fiscal year of the Company,  commencing  on the
first day of the fiscal  year that  begins on January 1, 2002 (the  "Calculation
Date"),  equal to four percent (4%) of the shares of Common Stock outstanding on
each  such   Calculation  Date  (rounded  down  to  the  nearest  whole  share).
Notwithstanding the foregoing,  the Board may act, prior to the first day of any
fiscal  year of the  Company,  to increase  the share  reserve by such number of
shares of Common Stock as the Board shall determine,  which number shall be less
than 4% of the shares of Common Stock outstanding on the Calculation Date.

         (b) Reversion of Shares to the Share Reserve.  If any Stock Award shall
for any  reason  expire or  otherwise  terminate,  in whole or in part,  without
having been  exercised in full,  the shares of Common  Stock not acquired  under
such Stock Award shall revert to and again become  available for issuance  under
the Plan.

         (c) Source of Shares.  The shares of Common  Stock  subject to the Plan
may be unissued shares or reacquired shares, bought on the market or otherwise.

5. ELIGIBILITY.

         (a)  Eligibility  for Stock  Awards.  Stock  Awards  may be  granted to
Employees or Consultants who are not (i) Officers,  (ii) Directors,  or (iii) or
then subject to Section 16 of the Exchange Act;  provided,  however,  that Stock
Awards may be granted to persons  not  previously  employed by the Company as an
inducement  essential to those persons  entering into employment  contracts with
the Company,  including  persons who are  ultimately  employed by the Company as
Officers.

         (b) Consultants.  A Consultant shall not be eligible for the grant of a
Stock Award if, at the time of grant, a Form S-8  Registration  Statement  under
the Securities Act ("Form S-8") is

                                       6.
<PAGE>


not  available  to  register  either  the  offer  or the  sale of the  Company's
securities  to such  Consultant  because of the nature of the services  that the
Consultant is providing to the Company,  because the Consultant is not a natural
person,  or because of any other rule governing the use of Form S-8,  unless the
Company  determines  both (i) that such grant (A) shall be registered in another
manner under the Securities Act (e.g., on a Form S-3 Registration  Statement) or
(B) does not require  registration  under the  Securities Act in order to comply
with the  requirements of the Securities Act, if applicable,  and (ii) that such
grant complies with the securities laws of all other relevant jurisdictions.

6. OPTION PROVISIONS.

         Each  Option  shall be in such form and shall  contain  such  terms and
conditions  as the Board  shall deem  appropriate.  The  provisions  of separate
Options  need  not  be  identical,   but  each  Option  shall  include  (through
incorporation of provisions  hereof by reference in the Option or otherwise) the
substance of each of the following provisions:

         (a) Term. No Option shall be  exercisable  after the  expiration of ten
(10) years from the date on which it was granted.

         (b) Exercise  Price.  The  exercise  price of each  Nonstatutory  Stock
Option  shall be not less than fifty  percent  (50%) of the Fair Market Value of
the  Common  Stock  subject  to the  Option on the date the  Option is  granted.
Notwithstanding  the foregoing,  a Nonstatutory Stock Option may be granted with
an exercise  price lower than that set forth in the  preceding  sentence if such
Option is granted  pursuant to an assumption or substitution  for another option
in a manner satisfying the provisions of Section 424(a) of the Code.

         (c) Consideration. The purchase price of Common Stock acquired pursuant
to an Option shall be paid, to the extent  permitted by applicable  statutes and
regulations,  either (i) in cash at the time the Option is  exercised or (ii) at
the  discretion  of the  Board  at  the  time  of the  grant  of the  Option  or
subsequently (1) by delivery to the Company of other Common Stock, (2) according
to a deferred payment or other similar arrangement with the Optionholder, (3) by
reduction in the amount of any Company liability to the Optionholder,  including
any  liability   attributable  to  the   Optionholder's   participation  in  any
Company-sponsored  deferred  compensation  program or  arrangement or (4) in any
other form of legal  consideration  that may be acceptable to the Board.  Unless
otherwise  specifically  provided in the Option,  the  purchase  price of Common
Stock acquired  pursuant to an Option that is paid by delivery to the Company of
other Common Stock acquired,  directly or indirectly from the Company,  shall be
paid only by shares of the Common  Stock of the Company  that have been held for
more than six (6) months (or such longer or shorter  period of time  required to
avoid a charge to earnings for financial accounting purposes).  At any time that
the Company is  incorporated  in  Delaware,  payment of the Common  Stock's "par
value," as defined in the Delaware General Corporation Law, shall not be made by
deferred payment.

         In the case of any  deferred  payment  arrangement,  interest  shall be
compounded  at least  annually  and  shall be  charged  at the  minimum  rate of
interest necessary to avoid (1) the treatment as interest,  under any applicable
provisions of the Code, of any amounts other than

                                       7.
<PAGE>


amounts stated to be interest under the deferred payment arrangement and (2) the
treatment of the Option as a variable award for financial accounting purposes.

         (d) Transferability.  A Nonstatutory Stock Option shall be transferable
to the extent provided in the Option Agreement. If the Nonstatutory Stock Option
does not provide for  transferability,  then the Nonstatutory Stock Option shall
not be  transferable  except by will or by the laws of descent and  distribution
and shall be  exercisable  during the lifetime of the  Optionholder  only by the
Optionholder. Notwithstanding the foregoing, the Optionholder may, by delivering
written notice to the Company, in a form satisfactory to the Company,  designate
a third  party  who,  in the  event  of the  death  of the  Optionholder,  shall
thereafter be entitled to exercise the Option.

         (e)  Vesting  Generally.  The total  number  of shares of Common  Stock
subject to an Option may, but need not, vest and therefore become exercisable in
periodic  installments  that may,  but need not,  be equal.  The  Option  may be
subject to such other terms and  conditions  on the time or times when it may be
exercised (which may be based on performance or other criteria) as the Board may
deem  appropriate.  The vesting  provisions of individual  Options may vary. The
provisions of this Section 6(g) are subject to any Option  provisions  governing
the  minimum  number  of shares  of  Common  Stock as to which an Option  may be
exercised.

         (f)   Termination  of  Continuous   Service.   In  the  event  that  an
Optionholder's Continuous Service terminates (other than upon the Optionholder's
death or Disability),  the  Optionholder  may exercise his or her Option (to the
extent that the Optionholder was entitled to exercise such Option as of the date
of termination) but only within such period of time ending on the earlier of (i)
the date  three (3)  months  following  the  termination  of the  Optionholder's
Continuous  Service (or such longer or shorter  period  specified  in the Option
Agreement or (ii) the  expiration  of the term of the Option as set forth in the
Option Agreement. If, after termination,  the Optionholder does not exercise his
or her Option  within the time  specified  in the Option  Agreement,  the Option
shall terminate.

         (g) Extension of Termination Date. An  Optionholder's  Option Agreement
may also provide that if the exercise of the Option following the termination of
the Optionholder's  Continuous Service (other than upon the Optionholder's death
or  Disability)  would be prohibited at any time solely  because the issuance of
shares of Common Stock would  violate the  registration  requirements  under the
Securities  Act,  then the  Option  shall  terminate  on the  earlier of (i) the
expiration  of the term of the  Option  set  forth in  Section  6(a) or (ii) the
expiration  of a  period  of three  (3)  months  after  the  termination  of the
Optionholder's  Continuous Service during which the exercise of the Option would
not be in violation of such registration requirements.

         (h)  Disability of  Optionholder.  In the event that an  Optionholder's
Continuous Service terminates as a result of the Optionholder's  Disability, the
Optionholder may exercise his or her Option (to the extent that the Optionholder
was entitled to exercise  such Option as of the date of  termination),  but only
within  such  period of time  ending on the  earlier of (i) the date twelve (12)
months following such termination (or such longer or shorter period specified in
the Option  Agreement  or (ii) the  expiration  of the term of the Option as set
forth in the Option Agreement. If, after termination,  the Optionholder does not
exercise his or her Option within the time  specified  herein,  the Option shall
terminate.

                                       8.
<PAGE>


         (i)  Death of  Optionholder.  In the event  that (i) an  Optionholder's
Continuous Service  terminates as a result of the  Optionholder's  death or (ii)
the  Optionholder  dies  within  the  period  (if any)  specified  in the Option
Agreement after the termination of the  Optionholder's  Continuous Service for a
reason  other than death,  then the Option may be  exercised  (to the extent the
Optionholder  was  entitled to exercise  such Option as of the date of death) by
the  Optionholder's  estate,  by a person who acquired the right to exercise the
Option by bequest or  inheritance  or by a person  designated  to  exercise  the
option upon the Optionholder's  death pursuant to Section 6(e) or 6(f), but only
within  the period  ending on the  earlier of (1) the date  twelve  (12)  months
following the date of death (or such longer or shorter  period  specified in the
Option  Agreement or (2) the  expiration of the term of such Option as set forth
in the Option Agreement. If, after death, the Option is not exercised within the
time specified herein, the Option shall terminate.

         (j) Early Exercise.  The Option may, but need not,  include a provision
whereby  the  Optionholder  may  elect at any  time  before  the  Optionholder's
Continuous  Service  terminates  to exercise the Option as to any part or all of
the shares of Common  Stock  subject to the Option  prior to the full vesting of
the Option. Any unvested shares of Common Stock so purchased may be subject to a
repurchase  option in favor of the Company or to any other restriction the Board
determines  to be  appropriate.  The Company will not  exercise  its  repurchase
option  until at least six (6) months (or such longer or shorter  period of time
required to avoid a charge to earnings for financial  accounting  purposes) have
elapsed following exercise of the Option unless the Board otherwise specifically
provides in the Option.

7. PROVISIONS OF STOCK AWARDS OTHER THAN OPTIONS.

         (a) Stock Bonus  Awards.  Each stock bonus  agreement  shall be in such
form and shall  contain  such  terms and  conditions  as the  Board  shall  deem
appropriate.  The terms and conditions of stock bonus agreements may change from
time to time, and the terms and  conditions of separate  stock bonus  agreements
need not be identical,  but each stock bonus  agreement  shall include  (through
incorporation  of provisions  hereof by reference in the agreement or otherwise)
the substance of each of the following provisions:

                  (i)   Consideration.   A  stock   bonus  may  be   awarded  in
consideration for past services actually rendered to the Company or an Affiliate
for its benefit.

                  (ii)  Vesting.  Shares of Common Stock awarded under the stock
bonus  agreement may, but need not, be subject to a share  repurchase  option in
favor of the Company in accordance  with a vesting  schedule to be determined by
the Board.

                  (iii) Termination of Participant's  Continuous Service. In the
event that a  Participant's  Continuous  Service  terminates,  the  Company  may
reacquire any or all of the shares of Common Stock held by the Participant  that
have not vested as of the date of termination under the terms of the stock bonus
agreement.

                  (iv) Transferability. Rights to acquire shares of Common Stock
under the stock bonus agreement  shall be  transferable by the Participant  only
upon such terms and conditions as are set forth in the stock bonus agreement, as
the Board shall  determine in its

                                       9.
<PAGE>


discretion,  so long as Common  Stock  awarded  under the stock bonus  agreement
remains subject to the terms of the stock bonus agreement.

         (b) Restricted Stock Awards.  Each restricted stock purchase  agreement
shall be in such form and shall  contain such terms and  conditions as the Board
shall  deem  appropriate.  The  terms and  conditions  of the  restricted  stock
purchase  agreements  may change from time to time, and the terms and conditions
of separate restricted stock purchase agreements need not be identical, but each
restricted  stock purchase  agreement shall include  (through  incorporation  of
provisions  hereof by reference in the agreement or otherwise)  the substance of
each of the following provisions:

                  (i) Purchase  Price.  The purchase  price of restricted  stock
awards shall not be less than  eighty-five  percent (85%) of the Common  Stock's
Fair Market  Value on the date such award is made or at the time the purchase is
consummated.

                  (ii)  Consideration.   The  purchase  price  of  Common  Stock
acquired  pursuant to the  restricted  stock  purchase  agreement  shall be paid
either:  (i) in cash at the  time of  purchase;  (ii) at the  discretion  of the
Board,  according to a deferred  payment or other similar  arrangement  with the
Participant;  or (iii) in any  other  form of  legal  consideration  that may be
acceptable to the Board in its discretion;  provided,  however, that at any time
that the Company is incorporated in Delaware, then payment of the Common Stock's
"par value," as defined in the Delaware  General  Corporation  Law, shall not be
made by deferred payment.

                  (iii)  Vesting.  Shares of  Common  Stock  acquired  under the
restricted  stock  purchase  agreement  may, but need not, be subject to a share
repurchase  option in favor of the Company in accordance with a vesting schedule
to be determined by the Board.

                  (iv) Termination of Participant's  Continuous  Service. In the
event that a  Participant's  Continuous  Service  terminates,  the  Company  may
repurchase or otherwise  reacquire any or all of the shares of Common Stock held
by the Participant that have not vested as of the date of termination  under the
terms of the restricted stock purchase agreement.

                  (v) Transferability.  Rights to acquire shares of Common Stock
under the  restricted  stock purchase  agreement  shall be  transferable  by the
Participant  only  upon  such  terms  and  conditions  as are set  forth  in the
restricted  stock  purchase  agreement,  as the  Board  shall  determine  in its
discretion,  so long as Common Stock awarded under the restricted stock purchase
agreement  remains  subject  to the  terms  of  the  restricted  stock  purchase
agreement.

8. COVENANTS OF THE COMPANY.

         (a) Availability of Shares.  During the terms of the Stock Awards,  the
Company  shall keep  available at all times the number of shares of Common Stock
required to satisfy such Stock Awards.

         (b)  Securities Law  Compliance.  The Company shall seek to obtain from
each  regulatory  commission  or agency having  jurisdiction  over the Plan such
authority  as may be required to grant Stock Awards and to issue and sell shares
of Common Stock upon exercise of the Stock Awards; provided,  however, that this
undertaking  shall not require the Company to

                                      10.
<PAGE>


register  under the Securities Act the Plan, any Stock Award or any Common Stock
issued or  issuable  pursuant  to any such Stock  Award.  If,  after  reasonable
efforts, the Company is unable to obtain from any such regulatory  commission or
agency the  authority  which  counsel for the Company  deems  necessary  for the
lawful  issuance and sale of Common Stock under the Plan,  the Company  shall be
relieved  from any  liability  for failure to issue and sell  Common  Stock upon
exercise of such Stock Awards unless and until such authority is obtained.

9. USE OF PROCEEDS FROM STOCK.

         Proceeds  from the sale of Common Stock  pursuant to Stock Awards shall
constitute general funds of the Company.

10. MISCELLANEOUS.

         (a) Acceleration of  Exercisability  and Vesting.  The Board shall have
the power to  accelerate  the time at which a Stock Award may first be exercised
or the  time  during  which a Stock  Award  or any  part  thereof  will  vest in
accordance  with the Plan,  notwithstanding  the  provisions  in the Stock Award
stating the time at which it may first be  exercised or the time during which it
will vest.

         (b) Stockholder Rights. No Participant shall be deemed to be the holder
of, or to have any of the  rights of a holder  with  respect  to,  any shares of
Common Stock subject to such Stock Award unless and until such  Participant  has
satisfied  all  requirements  for  exercise of the Stock  Award  pursuant to its
terms.

         (c) No Employment or other Service  Rights.  Nothing in the Plan or any
instrument  executed or Stock Award granted  pursuant  thereto shall confer upon
any  Participant  any right to continue to serve the Company or an  Affiliate in
the  capacity in effect at the time the Stock Award was granted or shall  affect
the right of the Company or an Affiliate to terminate  (i) the  employment of an
Employee with or without notice and with or without cause, (ii) the service of a
Consultant pursuant to the terms of such Consultant's agreement with the Company
or an Affiliate or (iii) the service of a Director pursuant to the Bylaws of the
Company or an Affiliate,  and any applicable  provisions of the corporate law of
the state in which the Company or the Affiliate is incorporated, as the case may
be.

         (d) Investment Assurances. The Company may require a Participant,  as a
condition of exercising or acquiring  Common Stock under any Stock Award, (i) to
give  written  assurances  satisfactory  to the Company as to the  Participant's
knowledge and  experience in financial and business  matters  and/or to employ a
purchaser   representative   reasonably  satisfactory  to  the  Company  who  is
knowledgeable  and experienced in financial and business  matters and that he or
she  is  capable  of   evaluating,   alone  or  together   with  the   purchaser
representative,  the merits and risks of exercising the Stock Award; and (ii) to
give written assurances satisfactory to the Company stating that the Participant
is acquiring Common Stock subject to the Stock Award for the  Participant's  own
account and not with any present intention of selling or otherwise  distributing
the Common Stock. The foregoing requirements,  and any assurances given pursuant
to such requirements,  shall be inoperative if (1) the issuance of the shares of
Common  Stock upon the exercise or  acquisition  of Common Stock under the Stock
Award  has  been  registered

                                      11.
<PAGE>


under a then currently effective registration statement under the Securities Act
or (2) as to any particular requirement,  a determination is made by counsel for
the Company that such requirement need not be met in the circumstances under the
then applicable  securities laws. The Company may, upon advice of counsel to the
Company,  place  legends  on stock  certificates  issued  under the Plan as such
counsel  deems  necessary  or  appropriate  in order to comply  with  applicable
securities laws, including, but not limited to, legends restricting the transfer
of the Common Stock.

         (e) Withholding  Obligations.  To the extent provided by the terms of a
Stock Award Agreement,  the Participant may satisfy any federal,  state or local
tax  withholding  obligation  relating to the exercise or  acquisition of Common
Stock  under a Stock  Award by any of the  following  means (in  addition to the
Company's right to withhold from any compensation paid to the Participant by the
Company) or by a combination of such means:  (i) tendering a cash payment;  (ii)
authorizing  the Company to withhold  shares of Common  Stock from the shares of
Common Stock  otherwise  issuable to the Participant as a result of the exercise
or acquisition of Common Stock under the Stock Award; provided, however, that no
shares of Common Stock are withheld with a value exceeding the minimum amount of
tax required to be withheld by law (or such lesser amount as may be necessary to
avoid variable award  accounting);  or (iii) delivering to the Company owned and
unencumbered shares of Common Stock.

11. ADJUSTMENTS UPON CHANGES IN STOCK.

         (a)  Capitalization  Adjustments.  If any  change  is made in, or other
event occurs with respect to, the Common Stock subject to the Plan or subject to
any Stock Award  without the receipt of  consideration  by the Company  (through
merger, consolidation, reorganization, recapitalization,  reincorporation, stock
dividend,  dividend  in  property  other than  cash,  stock  split,  liquidating
dividend,  combination  of  shares,  exchange  of  shares,  change in  corporate
structure or other transaction not involving the receipt of consideration by the
Company (each a  "Capitalization  Adjustment"),  the Plan will be  appropriately
adjusted in the class(es) and maximum  number of securities  subject to the Plan
pursuant to Sections 4(a) and 4(b) and the maximum number of securities  subject
to award to any person  pursuant  to Section  5(c),  and the  outstanding  Stock
Awards will be appropriately  adjusted in the class(es) and number of securities
and price per share of Common Stock  subject to such  outstanding  Stock Awards.
The Board shall make such  adjustments,  and its  determination  shall be final,
binding and conclusive.  (The  conversion of any  convertible  securities of the
Company shall not be treated as a transaction "without receipt of consideration"
by the Company.)

         (b)  Dissolution  or  Liquidation.  In the  event of a  dissolution  or
liquidation of the Company,  then all  outstanding  Stock Awards shall terminate
immediately prior to the completion of such dissolution or liquidation.

         (c) Corporate Transaction. In the event of a Corporate Transaction, any
surviving  corporation  or  acquiring  corporation  may  assume any or all Stock
Awards  outstanding  under the Plan or may  substitute  similar stock awards for
Stock Awards  outstanding under the Plan (it being understood that similar stock
awards include, but are not limited to, awards to acquire the same consideration
paid to the  stockholders  or the Company,  as the case may be,  pursuant to the
Corporate  Transaction).  In the event that the surviving corporation refuses to
assume or

                                      12.
<PAGE>


substitute for the Stock Award, the Participant shall fully vest in and have the
right to  exercise  the Stock  Award as to all of the  Common  Stock,  including
shares as to which it would not otherwise be vested or  exercisable.  If a Stock
Award becomes fully vested and exercisable in lieu of assumption or substitution
in the  event  of a  merger  or sale of  assets,  the  Board  shall  notify  the
Participant  in writing or  electronically  that the Stock  Award shall be fully
vested and  exercisable  for a period of fifteen (15) days from the date of such
notice,  and the Stock Award shall terminate upon the expiration of such period.
For the purposes of this paragraph,  the Stock Award shall be considered assumed
if,  following the Corporate  Transaction,  the Stock Award confers the right to
purchase or receive,  for each share of Common Stock,  immediately  prior to the
Corporate  Transaction,   the  consideration  (whether  stock,  cash,  or  other
securities  or property)  received in the  Corporate  Transaction  by holders of
Common  Stock  for  each  share  held on the  effective  date  of the  Corporate
Transaction (and if holders were offered a choice of consideration,  the type of
consideration  chosen by the holders of a majority of the  outstanding  shares);
provided,  however,  that  if  such  consideration  received  in  the  Corporate
Transaction  is not solely  common  stock of the  surviving  corporation  or its
parent,  the Board may, with the consent of the surviving  corporation,  provide
for the  consideration  to be received upon the exercise of the Stock Award, for
each  share  of  Common  Stock  to be  solely  common  stock  of  the  surviving
corporation  or  its  parent  equal  in  fair  market  value  to the  per  share
consideration received by holders of Common Stock in the Corporate Transaction.

         (d) Change in  Control.  A Stock  Award held by any  Participant  whose
Continuous Service has not terminated prior to the effective time of a Change in
Control may be subject to additional  acceleration of vesting and exercisability
upon or after such event as may be  provided in the Stock  Award  Agreement  for
such Stock Award or as may be provided in any other  written  agreement  between
the Company or any  Affiliate  and the  Participant,  but in the absence of such
provision, no such acceleration shall occur.

12. AMENDMENT OF THE PLAN AND STOCK AWARDS.

         (a)  Amendment of Plan.  The Board at any time,  and from time to time,
may amend the Plan.

         (b) Stockholder Approval. The Board, in its sole discretion, may submit
the Plan and/or any amendment to the Plan for stockholder approval.

         (c) No  Impairment  of Rights.  Rights  under any Stock  Award  granted
before  amendment of the Plan shall not be impaired by any amendment of the Plan
unless (i) the  Company  requests  the consent of the  Participant  and (ii) the
Participant consents in writing.

         (d) Amendment of Stock Awards.  The Board at any time, and from time to
time,  may amend the terms of any one or more Stock Awards;  provided,  however,
that the  rights  under  any  Stock  Award  shall  not be  impaired  by any such
amendment  unless (i) the Company  requests the consent of the  Participant  and
(ii) the Participant consents in writing.

13. TERMINATION OR SUSPENSION OF THE PLAN.

         (a) Plan Term. The Board may suspend or terminate the Plan at any time.
No Stock  Awards may be granted  under the Plan while the Plan is  suspended  or
after it is terminated.

                                      13.
<PAGE>


         (b) No Impairment  of Rights.  Suspension  or  termination  of the Plan
shall not impair rights and obligations  under any Stock Award granted while the
Plan is in effect except with the written consent of the Participant.

14. EFFECTIVE DATE OF PLAN.

         The Plan shall become  effective  as  determined  by the Board,  but no
Stock  Award shall be  exercised  (or,  in the case of a stock  bonus,  shall be
granted) unless and until the Plan has been approved by the  stockholders of the
Company,  which  approval shall be within twelve (12) months before or after the
date the Plan is adopted by the Board.

15. CHOICE OF LAW.

         The law of the State of Delaware shall govern all questions  concerning
the construction,  validity and  interpretation of this Plan,  without regard to
such state's conflict of laws rules.

                                      14.

</TEXT>
</DOCUMENT>
