1995 Stock Option Plan - Com21 Inc.


                                  COM21, INC.
                             1995 STOCK OPTION PLAN
                (RESTATED AND AMENDED THROUGH JANUARY 15, 1998)


                                  ARTICLE ONE

                               GENERAL PROVISIONS


        I.       PURPOSE OF THE PLAN

                 This 1995 Stock Option Plan is intended to promote the
interests of Com21, Inc., a Delaware corporation, by providing eligible persons
with the opportunity to acquire a proprietary interest, or otherwise increase
their proprietary interest, in the Corporation as an incentive for them to
remain in the service of the Corporation.

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

       II.       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 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 or shares issued thereunder.

      III.       ELIGIBILITY

                 A.       The persons eligible to receive option grants under
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 who provide services to
the Corporation (or any Parent or Subsidiary).

                 B.       The Plan Administrator shall have full authority to
determine which eligible persons are to receive option grants under the Plan,
the time or times when such option 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 at which 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.

       IV.       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 6,000,000(1) 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.  All shares issued under the Plan, whether or not
those shares are subsequently repurchased by the Corporation pursuant to its
repurchase rights under the Plan, shall reduce on a share-for-share basis the
number of shares of Common Stock available for subsequent issuance 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.





____________________

(1) Reflects the 1,500,000-share increase authorized by the Board on January 15,
1998, subject to stockholder approval.


                                       2.

                                  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 Three 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(g) 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 written 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





                                       3.


          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.  However, no option shall have a term in
excess of ten (10) years measured from the option grant date.

                 C.       EFFECT OF TERMINATION OF SERVICE.  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 Disability or death, 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 such Service terminate by
          reason of Disability, then the Optionee shall have a period of six
          (6) months following the date of such cessation of Service during
          which to exercise each outstanding option held by such Optionee.
          However, should such Disability be deemed to constitute Permanent
          Disability, then the period during which each outstanding option held
          by the Optionee is to remain exercisable shall be extended by an
          additional six (6) months so that the exercise period shall be the
          twelve (12)-month period following the date of the Optionee's
          cessation of Service by reason of such Permanent Disability.

                             (iii)         Should the Optionee die while
          holding one or more outstanding options, then the personal
          representative of the Optionee's estate or the person or persons to
          whom the option is transferred pursuant to the Optionee's will or in
          accordance with the laws of descent and distribution shall have a
          period of twelve (12) months following the date of the Optionee's
          death during which to exercise each 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





                                       4.


          (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 to the extent it is not exercisable for
          vested shares on the date of such cessation of Service.

                 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 a holder of record 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 under the Plan.  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, all or (at the discretion of the Corporation
and with the consent of the Optionee) any 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 any shares of Common Stock
subject to the option which is more restrictive than twenty percent (20%) per
year vesting, with the initial vesting to occur 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(g) 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.  During the
lifetime of the Optionee, the option shall be exercisable only by the Optionee
and shall not be assignable or transferable other than by will or by the laws
of descent and distribution following the Optionee's death.

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

       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 the Plan shall be applicable





                                       5.


to Incentive Options.  Options which are specifically designated as
Non-Statutory Options shall not be subject to the terms of 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 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.       In the event of any Corporate Transaction, each
outstanding option shall terminate and cease to be outstanding, except to the
extent assumed by the successor corporation (or parent thereof) in connection
with such Corporate Transaction.  In addition, all outstanding repurchase
rights shall terminate in the event of any Corporate Transaction, except to the
extent the repurchase rights are assigned to the successor corporation (or
parent thereof) in connection with such Corporate Transaction.

                 B.       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 the 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.

                 C.       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





                                       6.


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.





                                       7.


                                 ARTICLE THREE

                                 MISCELLANEOUS


        I.       FINANCING

                 The Plan Administrator may permit any Optionee to pay the
option exercise price by delivering a promissory note payable in one or more
installments.  The terms of any such promissory note (including the interest
rate and the terms of repayment) shall be established by the Plan Administrator
in its sole discretion.  Promissory notes may be authorized with or without
security or collateral.  In all events, the maximum credit available to the
Optionee may not exceed the sum of (i) the aggregate option exercise price
payable for the purchased shares (less the par value of such shares) plus (ii)
any Federal, state and local income and employment tax liability incurred by
the Optionee in connection with the option exercise.

       II.       ADDITIONAL AUTHORITY

                 A.       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 extend the period of time for which the option
is to remain exercisable following the 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.

      III.       EFFECTIVE DATE AND TERM OF THE PLAN

                 A.       The Plan became effective when adopted by the Board
in December 1995, and was approved by the Corporation's stockholders on
November 4, 1995.  The initial share reserve approved by the Board was 530,000
shares.  In 1995, the Board approved two increases in the total number of
shares authorized for issuance under the Plan, the first for 470,000 shares and
the second for an additional 500,000 shares.  On October 12, 1995, the Board
approved a restatement of the Plan to bring it into compliance with the
requirements of the California Department of Corporations.  The Plan was
amended by the Board on February 12, 1996, and such increase was approved by
the Corporation's stockholders.  The Plan was further amended by the Board on
January 30, 1997 to increase the number of shares of Common Stock authorized
for issuance over the term of the Plan from 3,500,000 to 4,500,000 shares, and
such increase was approved by the Corporation's stockholders.  The Plan was
further amended by the Board on January 15, 1998 to increase the number of
shares of Common Stock authorized for issuance over the term of the Plan from
4,500,000 to 6,000,000 shares, subject to the approval of such share increase
by the Corporation's stockholders within the succeeding twelve (12) months. No
option grants made on the basis of the 1,500,000-share increase shall become
exercisable in whole or in part unless and until such stockholder approval is
obtained.  Should such stockholder approval not be obtained within twelve (12)
months after the date the excess grants are first made, then





                                       8.


any options granted on the basis of such excess shares shall terminate without
ever becoming exercisable for those shares, and no further option grants shall
be made on the basis of such share increase.

                 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 or (iii) the termination of all
outstanding options in connection with a Corporate Transaction.  Upon such Plan
termination, all options and unvested stock issuances outstanding under the
Plan shall continue to have full force and effect in accordance with the
provisions of the documents evidencing such options or issuances.

       IV.       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, without the consent of the Optionees,
adversely affect their rights and obligations under their outstanding options.
In addition, the Board shall not, without the approval of the Corporation's
stockholders, (i) increase the maximum number of shares issuable under the
Plan, except for permissible adjustments in the event of certain changes in the
Corporation's capitalization, (ii) materially modify the eligibility
requirements for Plan participation or (iii) materially increase the benefits
accruing to Plan participants.



        V.       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.

       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 upon the exercise
of any option 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 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 Optionee) or of the





                                       9.


Optionee, which rights are hereby expressly reserved by each, to terminate the
Optionee's Service at any time for any reason, with or without cause.

     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.





                                      10.


                                    APPENDIX


                 The following definitions shall be in effect under the Plan:

          A.     BOARD shall mean the Corporation's Board of Directors.

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

          C.     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.

          D.     COMMON STOCK shall mean the Corporation's common stock.

          E.     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 the
          Corporation's outstanding 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.

          F.     CORPORATION shall mean Com21, Inc., a Delaware corporation.

          G.     DISABILITY shall mean the inability of the Optionee 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.  Disability shall be deemed to constitute PERMANENT
DISABILITY in the event that such Disability is expected to result in death or
has lasted or can be expected to last for a continuous period of twelve (12)
months or more.

          H.     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.

          I.     EXERCISE DATE shall mean the date on which the Corporation
shall have received written notice of the option exercise.

          J.     FAIR MARKET VALUE per share of Common Stock on any relevant
date shall be determined in accordance with the following provisions:





                                      A-1.


                      (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 or any successor
          system.  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.  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.

          K.     INCENTIVE OPTION shall mean an option which satisfies the
requirements of Code Section 422.

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

          M.     NON-STATUTORY OPTION shall mean an option not intended to
satisfy  the requirements of Code Section 422.

          N.     OPTIONEE shall mean any person to whom an option is granted
under the Plan.

          O.     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.

          P.     PLAN shall mean the Corporation's 1995 Stock Option Plan, as
set forth in this document.

          Q.     PLAN ADMINISTRATOR shall mean either the Board or the
Committee, to the extent the Committee is at the time responsible for the
administration of the Plan.





                                      A-2.


          R.     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,
except to the extent otherwise specifically provided in the documents
evidencing the option grant.

          S.     STOCK EXCHANGE shall mean either the American Stock Exchange
or the New York Stock Exchange.

          T.     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.

          U.     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).





                                      A-3.