1996 Stock Plan - Accrue Software Inc.


                              ACCRUE SOFTWARE, INC.

                                 1996 STOCK PLAN

                      (AS AMENDED BY THE BOARD OF DIRECTORS
                               AS OF MAY 23, 1999)

        1.      PURPOSES OF THE PLAN. The purposes of this 1996 Stock Plan are
to attract and retain the best available personnel for positions of substantial
responsibility, to provide additional incentive to Employees and Consultants of
the Company and its Subsidiaries and to promote the success of the Company's
business. Options granted under the Plan may be incentive stock options (as
defined under Section 422 of the Code) or nonstatutory stock options, as
determined by the Administrator at the time of grant of an option and subject to
the applicable provisions of Section 422 of the Code, as amended, and the
regulations promulgated thereunder. Stock purchase rights and stock bonuses may
also be granted under the Plan.

        2.      DEFINITIONS. As used herein, the following definitions shall
apply:

                (a)     'ADMINISTRATOR' means the Board or any of its Committees
appointed pursuant to Section 6 of the Plan.

                (b)     'AFFILIATE' means an entity other than a Subsidiary in
which the Company owns an equity interest or which, together with the Company,
is under common control of a third person or entity.

                (c)     'APPLICABLE LAWS' means the legal requirements relating
to the administration of stock option, restricted stock purchase and stock bonus
plans under applicable U.S. state corporate laws, U.S. federal and applicable
state securities laws, the Code, any stock exchange rules or regulations and the
applicable laws of any other country or jurisdiction where Options, Stock
Purchase Rights or Stock Bonuses are granted under the Plan, as such laws,
rules, regulations and requirements shall be in place from time to time.

                (d)     'BOARD' means the Board of Directors of the Company.

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

                (f)     'COMMITTEE' means the Committee appointed by the Board
of Directors in accordance with Section 4(a) of the Plan.

                (g)     'COMMON STOCK' means the Common Stock of the Company.

                (h)     'COMPANY' means Accrue Software, Inc., a Delaware
corporation.

                (i)     'CONSULTANT' means any person, including an advisor, who
is engaged by the Company or any Parent or Subsidiary to render services and is
compensated for such services, and any director of the Company whether
compensated for such services or not.





                (j)     'CONTINUOUS STATUS AS AN EMPLOYEE OR CONSULTANT' means
the absence of any interruption or termination of service as an Employee or
Consultant. Continuous Status as an Employee or Consultant shall not be
considered interrupted in the case of: (i) sick leave; (ii) military leave;
(iii) any other leave of absence approved by the Administrator, provided that
such leave is for a period of not more than ninety (90) days, unless
reemployment upon the expiration of such leave is guaranteed by contract or
statute, or unless provided otherwise pursuant to Company policy adopted from
time to time; or (iv) in the case of transfers between locations of the Company
or between the Company, its Subsidiaries or their respective successors. For
purposes of this Plan, a change in status from an Employee to a Consultant or
from a Consultant to an Employee will not constitute an interruption of
Continuous Status as an Employee or Consultant.

                (k)     'DIRECTOR' means a member of the Board.

                (l)     'EMPLOYEE' means any person (including, if appropriate,
any Named Executive, Officer or Director), employed by the Company or any Parent
or Subsidiary of the Company, with the status of employment determined based
upon such minimum number of hours or periods worked as shall be determined by
the Administrator in its discretion, subject to any requirements of the Code.
The payment by the Company of a director's fee to a Director shall not be
sufficient to constitute 'employment' of such Director by the Company.

                (m)     'EXCHANGE ACT' means the Securities Exchange Act of
1934, as amended.

                (n)     'FAIR MARKET VALUE' means, as of any date, the fair
market value of Common Stock determined as follows:

                        (i)     If the Common Stock is listed on any established
stock exchange or a national market system including without limitation the
National Market of the National Association of Securities Dealers, Inc.
Automated Quotation ('Nasdaq') System, its Fair Market Value shall be the
closing sales price for such stock (or the closing bid, if no sales were
reported), as quoted on such system or exchange, or the exchange with the
greatest volume of trading in Common Stock for the last market trading day prior
to the time of determination, as reported in The Wall Street Journal or such
other source as the Administrator deems reliable;

                        (ii)    If the Common Stock is quoted on the Nasdaq
System (but not on the National Market thereof) or regularly quoted by a
recognized securities dealer but selling prices are not reported, its Fair
Market Value shall be the mean between the high bid and low asked prices for the
Common Stock for the last market trading day prior to the time of determination,
as reported in The Wall Street Journal or such other source as the Administrator
deems reliable; or

                        (iii)   In the absence of an established market for the
Common Stock, the Fair Market Value thereof shall be determined in good faith by
the Administrator.



                                      -2-


                (o)     'INCENTIVE STOCK OPTION' means an Option intended to
qualify as an incentive stock option within the meaning of Section 422 of the
Code, as designated in the applicable written option agreement.

                (p)     'LISTED SECURITY' means any security of the Company that
is listed or approved for listing on a national securities exchange or
designated or approved for designation as a national market system security on
an interdealer quotation system by the National Association of Securities
Dealers, Inc.

                (q)     'NAMED EXECUTIVE' means any individual who, on the last
day of the Company's fiscal year, is the chief executive officer of the Company
(or is acting in such capacity) or among the four most highly compensated
officers of the Company (other than the chief executive officer). Such officer
status shall be determined pursuant to the executive compensation disclosure
rules under the Exchange Act.

                (r)     'NONSTATUTORY STOCK OPTION' means an Option not intended
to qualify as an Incentive Stock Option, as designated in the applicable written
option agreement.

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

                (t)     'OPTION' means a stock option granted pursuant to the
Plan.

                (u)     'OPTIONED STOCK' means the Common Stock subject to an
Option, Stock Purchase Right or Stock Bonus.

                (v)     'OPTIONEE' means an Employee or Consultant who receives
an Option, a Stock Purchase Right, or a Stock Bonus.

                (w)     'PARENT' means a 'parent corporation', whether now or
hereafter existing, as defined in Section 424(e) of the Code, or any successor
provision.

                (x)     'PLAN' means this 1996 Stock Plan.

                (y)     'REPORTING PERSON' means an officer, director, or
greater than ten percent stockholder of the Company within the meaning of Rule
16a-2 under the Exchange Act, who is required to file reports pursuant to Rule
16a-3 under the Exchange Act.

                (z)     'RESTRICTED STOCK' means shares of Common Stock acquired
pursuant to a grant of a Stock Purchase Right or Stock Bonus under Section 11 or
Section 12 below.

                (aa)    'RULE 16B-3' means Rule 16b-3 promulgated under the
Exchange Act, as the same may be amended from time to time, or any successor
provision.

                (bb)    'SHARE' means a share of the Common Stock, as adjusted
in accordance with Section 14 of the Plan.




                                      -3-


                (cc)    'STOCK BONUS' means an award of Shares granted pursuant
to Section 12 below.

                (dd)    'STOCK EXCHANGE' means any stock exchange or
consolidated stock price reporting system on which prices for the Common Stock
are quoted at any given time.

                (ee)    'STOCK PURCHASE RIGHT' means the right to purchase
Common Stock pursuant to Section 10 below.

                (ff)    'SUBSIDIARY' means a 'subsidiary corporation,' whether
now or hereafter existing, as defined in Section 424(f) of the Code, or any
successor provision.

                (gg)    'TEN PERCENT HOLDER' means a person who owns stock
representing more than ten percent (10%) of the voting power of all classes of
stock of the Company or any Parent or Subsidiary.

        3.      STOCK SUBJECT TO THE PLAN. Subject to the provisions of Section
14 of the Plan, the maximum aggregate number of Shares that may be optioned and
sold under the Plan is 6,630,000 shares of Common Stock, plus an automatic
annual increase on the first day of each of the Company's fiscal years beginning
in 2000 and ending in 2006 equal to the lesser of: (i) 600,000 Shares; (ii) four
percent (4%) of the Shares outstanding on the last day of the immediately
preceding fiscal year; or (iii) such lesser number of shares as is determined by
the Board of Directors. The Shares may be authorized, but unissued, or
reacquired Common Stock. If an Option should expire or become unexercisable for
any reason without having been exercised in full, the unpurchased Shares that
were subject thereto shall, unless the Plan shall have been terminated, become
available for future grant under the Plan. In addition, any Shares of Common
Stock which are retained by the Company upon exercise of an Option or Stock
Purchase Right in order to satisfy the exercise or purchase price for such
Option or Stock Purchase Right or any withholding taxes due with respect to such
exercise shall be treated as not issued and shall continue to be available under
the Plan. Shares repurchased by the Company pursuant to any repurchase right
which the Company may have and Shares forfeited to the Company pursuant to
Section 12 below shall not be available for future grant as Incentive Stock
Options under the Plan to the extent the future grant of such options shall not
have satisfied the stockholder approval requirements under Section 422 of the
Code.

        4.      ADMINISTRATION OF THE PLAN.

                (a)     GENERAL. The Plan shall be administered by the Board or
a Committee, or a combination thereof, as determined by the Board. The Plan may
be administered by different administrative bodies with respect to different
classes of Optionees and, if permitted by the Applicable Laws, the Board may
authorize one or more officers (who may (but need not) be Officers) to grant
Options, Stock Purchase Rights or Stock Bonuses to Employees and Consultants.

                (b)     ADMINISTRATION WITH RESPECT TO REPORTING PERSONS. With
respect to Options granted to Reporting Persons and Named Executives, the Plan
may (but need not) be 




                                      -4-


administered so as to permit such Options to qualify for the exemption set forth
in Rule 16b-3 and to qualify as performance-based compensation under Section
162(m) of the Code.

                (c)     POWERS OF THE ADMINISTRATOR. Subject to the provisions
of the Plan and in the case of a Committee, the specific duties delegated by the
Board to such Committee, and subject to the approval of any relevant
authorities, including the approval, if required, of any Stock Exchange, the
Administrator shall have the authority, in its discretion:

                        (i)     to determine the Fair Market Value of the Common
Stock, in accordance with Section 2(n) of the Plan;

                        (ii)    to select the Consultants and Employees to whom
Options, Stock Purchase Rights and Stock Bonuses may from time to time be
granted hereunder;

                        (iii)   to determine whether and to what extent Options,
Stock Purchase Rights and Stock Bonuses or any combination thereof are granted
hereunder;

                        (iv)    to determine the number of shares of Common
Stock to be covered by each such award granted hereunder;

                        (v)     to approve forms of agreement for use under the
Plan;

                        (vi)    to determine the terms and conditions, not
inconsistent with the terms of the Plan, of any award granted hereunder;

                        (vii)   to determine whether and under what
circumstances an Option may be settled in cash under Section 10(g) instead of
Common Stock;

                        (viii)  to reduce the exercise price of any Option to
the then current Fair Market Value if the Fair Market Value of the Common Stock
covered by such Option shall have declined since the date the Option was
granted;

                        (ix)    to determine the terms and restrictions
applicable to Stock Purchase Rights and Stock Bonuses and the Restricted Stock
purchased by exercising such Stock Purchase Rights or received through such
Stock Bonuses; and

                        (x)     to construe and interpret the terms of the Plan
and awards granted pursuant to the Plan; and

                        (xi)    in order to fulfill the purposes of the Plan and
without amending the Plan, to modify grants of Options, Stock Purchase Rights or
Stock Bonuses to participants who are foreign nationals or employed outside of
the United States in order to recognize differences in local law, tax policies
or customs.

                (d)     EFFECT OF ADMINISTRATOR'S DECISION. All decisions,
determinations and interpretations of the Administrator shall be final and
binding on all holders of Options, Stock Purchase Rights or Stock Bonuses.




                                      -5-


        5.      ELIGIBILITY.

                (a)     RECIPIENTS OF GRANTS. Nonstatutory Stock Options, Stock
Purchase Rights and Stock Bonuses may be granted to Employees and Consultants.
Incentive Stock Options may be granted only to Employee, provided however that
Employees of Affiliates shall not be eligible to receive Incentive Stock
Options. An Employee or Consultant who has been granted an Option, Stock
Purchase Right or Stock Bonus may, if he or she is otherwise eligible, be
granted additional Options, Stock Purchase Rights or Stock Bonuses.

                (b)     TYPE OF OPTION. Each Option shall be designated in the
written option agreement as either an Incentive Stock Option or a Nonstatutory
Stock Option. However, notwithstanding such designations, to the extent that the
aggregate Fair Market Value of Shares with respect to which Options designated
as Incentive Stock Options are exercisable for the first time by any Optionee
during any calendar year (under all plans of the Company or any Parent or
Subsidiary) exceeds $100,000, such excess Options shall be treated as
Nonstatutory Stock Options. For purposes of this Section 5(b), Incentive Stock
Options shall be taken into account in the order in which they were granted, and
the Fair Market Value of the Shares subject to an Incentive Stock Option shall
be determined as of the date of the grant of such Option.

                (c)     The Plan shall not confer upon any Optionee any right
with respect to continuation of employment or consulting relationship with the
Company, nor shall it interfere in any way with such Optionee's right or the
Company's right to terminate his or her employment or consulting relationship at
any time, with or without cause.

        6.      TERM OF PLAN. The Plan shall become effective upon the earlier
to occur of its adoption by the Board of Directors or its approval by the
stockholders of the Company as described in Section 20 of the Plan. It shall
continue in effect for a term of ten (10) years unless sooner terminated under
Section 17 of the Plan.

        7.      TERM OF OPTION. The term of each Option shall be the term stated
in the Option Agreement; provided, however, that the term shall be no more than
ten (10) years from the date of grant thereof or such shorter term as may be
provided in the Option Agreement and provided further that, in the case of an
Option granted to an Optionee who, at the time the Option is granted is a Ten
Percent Holder, the term of the Option shall be five (5) years from the date of
grant thereof or such shorter term as may be provided in the written option
agreement.

        8.      LIMITATION ON GRANTS TO EMPLOYEES. Subject to adjustment as
provided in Section 14 below, the maximum number of Shares which may be subject
to Options, Stock Purchase Rights and Stock Bonuses granted to any one Employee
under this Plan for any fiscal year of the Company shall be 2,000,000 Shares.

        9.      OPTION EXERCISE PRICE AND CONSIDERATION.

                (a)     The per share exercise price for the Shares to be issued
pursuant to exercise of an Option shall be such price as is determined by the
Board and set forth in the applicable agreement, but shall be subject to the
following:




                                      -6-


                        (i)     In the case of an Incentive Stock Option that
is:

                                (A)     granted to an Employee who, at the time
of the grant of such Incentive Stock Option, is a Ten Percent Holder, the per
Share exercise price shall be no less than 110% of the Fair Market Value per
Share on the date of grant.

                                (B)     granted to any other Employee, the per
Share exercise price shall be no less than 100% of the Fair Market Value per
Share on the date of grant.

                        (ii)    In the case of a Nonstatutory Stock Option that
is:

                                (A)     granted prior to the date, if any, on
which the Common Stock becomes a Listed Security, to a person who, at the time
of the grant of such Option, is a Ten Percent Holder, the per Share exercise
price shall be no less than 110% of the Fair Market Value per Share on the date
of the grant.

                                (B)     granted to a person who, at the time of
the grant of such Option, is a Named Executive of the Company, the per share
Exercise Price shall be no less than 100% of the Fair Market Value on the date
of grant if such Option is intended to qualify as performance-based compensation
under Section 162(m) of the Code;

                                (C)     granted prior to the date, if any, on
which the Common Stock becomes a Listed Security, to any person other than a
Named Executive or Ten Percent Holder, the per Share exercise price shall be no
less than 85% of the Fair Market Value per Share on the date of grant if
required by the Applicable Laws and, if not so required, shall be such price as
is determined by the Administrator; or

                        (iii)   Notwithstanding the foregoing, Options may be
granted with a per Share exercise price other than as required above pursuant to
a merger or other corporate transaction.

                (b)     The consideration to be paid for the Shares to be issued
upon exercise of an Option, including the method of payment, shall be determined
by the Administrator (and, in the case of an Incentive Stock Option, shall be
determined at the time of grant) and may consist entirely of (1) cash, (2)
check, (3) promissory note, (4) other Shares that (x) in the case of Shares
acquired upon exercise of an Option, have been owned by the Optionee for more
than six months on the date of surrender or such other period as may be required
to avoid a charge to the Company's earnings, and (y) have a Fair Market Value on
the date of surrender equal to the aggregate exercise price of the Shares as to
which such Option shall be exercised, (5) authorization for the Company to
retain from the total number of Shares as to which the Option is exercised that
number of Shares having a Fair Market Value on the date of exercise equal to the
exercise price for the total number of Shares as to which the Option is
exercised, (6) delivery of a properly executed exercise notice together with
such other documentation as the Administrator and the broker, if applicable,
shall require to effect an exercise of the Option and delivery to the Company of
the sale or loan proceeds required to pay the exercise price and any 




                                      -7-


applicable income or employment taxes, (7) delivery of an irrevocable
subscription agreement for the Shares that irrevocably obligates the option
holder to take and pay for the Shares not more than twelve months after the date
of delivery of the subscription agreement, (8) any combination of the foregoing
methods of payment, or (9) such other consideration and method of payment for
the issuance of Shares to the extent permitted under Applicable Laws. In making
its determination as to the type of consideration to accept, the Administrator
shall consider if acceptance of such consideration may be reasonably expected to
benefit the Company.

        10.     EXERCISE OF OPTION.

                (a)     PROCEDURE FOR EXERCISE; RIGHTS AS A STOCKHOLDER. Any
Option granted hereunder shall be exercisable at such times and under such
conditions as determined by the Administrator, and reflected in the written
option agreement, which may include vesting requirements and/or performance
criteria with respect to the Company and/or the Optionee; provided that if
required by the Applicable Laws, any option granted prior to the date, if any,
upon which the Common Stock becomes a Listed Security, shall become exercisable
at the rate of at least twenty percent (20%) per year over five (5) years from
the date the Option is granted. In the event that any of the Shares issued upon
exercise of an Option (which exercise occurs prior to the date, if any, upon
which the Common Stock becomes a Listed Security) should be subject to a right
of repurchase in the Company's favor, such repurchase right shall, if required
by the Applicable Laws, lapse at the rate of at least twenty percent (20%) per
year over five (5) years from the date the Option is granted.

                        An Option may not be exercised for a fraction of a
Share.

                        An Option shall be deemed to be exercised when written
notice of such exercise has been given to the Company in accordance with the
terms of the Option by the person entitled to exercise the Option and the
Company has received full payment for the Shares with respect to which the
Option is exercised. Full payment may, as authorized by the Board, consist of
any consideration and method of payment allowable under Section 9(b) of the
Plan. Until the issuance (as evidenced by the appropriate entry on the books of
the Company or of a duly authorized transfer agent of the Company) of the stock
certificate evidencing such Shares, no right to vote or receive dividends or any
other rights as a stockholder shall exist with respect to the Optioned Stock,
not withstanding the exercise of the Option. The Company shall issue (or cause
to be issued) such stock certificate promptly upon exercise of the Option. No
adjustment will be made for a dividend or other right for which the record date
is prior to the date the stock certificate is issued, except as provided in
Section 13 of the Plan.

                        Exercise of an Option in any manner shall result in a
decrease in the number of Shares that thereafter may be available, both for
purposes of the Plan and for sale under the Option, by the number of Shares as
to which the Option is exercised.

                (b)     TERMINATION OF EMPLOYMENT OR CONSULTING RELATIONSHIP.
Subject to Section 10(c), in the event of termination of an Optionee's
Continuous Status as an Employee or Consultant with the Company, such Optionee
may, but only within three (3) months (or such other period of time not less
than thirty (30) days as is determined by the Administrator, with 




                                      -8-


such determination in the case of an Incentive Stock Option being made at the
time of grant of the Option and not exceeding three (3) months) after the date
of such termination (but in no event later than the expiration date of the term
of such Option as set forth in the Option Agreement), exercise his or her Option
to the extent that the Optionee was entitled to exercise it at the date of such
termination. To the extent that Optionee was not entitled to exercise the Option
at the date of such termination, or if Optionee does not exercise such Option to
the extent so entitled within the time specified herein, the Option shall
terminate. No termination shall be deemed to occur and this Section 10(b) shall
not apply if (i) the Optionee is a Consultant who becomes an Employee; or (ii)
the Optionee is an Employee who becomes a Consultant.

                (c)     DISABILITY OF OPTIONEE.

                        (i)     Notwithstanding Section 10(b) above, in the
event of termination of an Optionee's Continuous Status as an Employee or
Consultant as a result of his or her total and permanent disability (within the
meaning of Section 22(e)(3) of the Code), Optionee may, but only within twelve
(12) months from the date of such termination (but in no event later than the
expiration date of the term of such Option as set forth in the Option
Agreement), exercise the Option to the extent otherwise entitled to exercise it
at the date of such termination. To the extent that Optionee was not entitled to
exercise the Option at the date of termination, or if Optionee does not exercise
such Option to the extent so entitled within the time specified herein, the
Option shall terminate.

                        (ii)    In the event of termination of an Optionee's
Continuous Status as an Employee or Consultant as a result of a disability which
does not fall within the meaning of total and permanent disability (as set forth
in Section 22(e)(3) of the Code), Optionee may, but only within six (6) months
from the date of such termination (but in no event later than the expiration
date of the term of such Option as set forth in the Option Agreement), exercise
the Option to the extent otherwise entitled to exercise it at the date of such
termination. However, to the extent that such Optionee fails to exercise an
Option which is an Incentive Stock Option ('ISO') (within the meaning of Section
422 of the Code) within three (3) months of the date of such termination, the
Option will not qualify for ISO treatment under the Code. To the extent that
Optionee was not entitled to exercise the Option at the date of termination, or
if Optionee does not exercise such Option to the extent so entitled within six
months (6) from the date of termination, the Option shall terminate.

                (d)     DEATH OF OPTIONEE. In the event of the death of an
Optionee during the period of Continuous Status as an Employee or Consultant
since the date of grant of the Option, or within thirty (30) days following
termination of Optionee's Continuous Status as an Employee or Consultant, the
Option may be exercised, at any time within six (6) months following the date of
death (but in no event later than the expiration date of the term of such Option
as set forth in the Option Agreement), by Optionee's estate or by a person who
acquired the right to exercise the Option by bequest or inheritance, but only to
the extent of the right to exercise that had accrued at the date of death or, if
earlier, the date of termination of Optionee's Continuous Status as an Employee
or Consultant. To the extent that Optionee was not entitled to exercise the



                                      -9-


Option at the date of death or termination, as the case may be, or if Optionee
does not exercise such Option to the extent so entitled within the time
specified herein, the Option shall terminate.

                (e)     EXTENSION OF EXERCISE PERIOD. The Administrator shall
have full power and authority to extend the period of time for which an Option
is to remain exercisable following termination of an Optionee's Continuous
Status as an Employee or Consultant from the periods set forth in Sections
10(b), 10(c) and 10(d) above or in the Option Agreement to such greater time as
the Board shall deem appropriate, provided that in no event shall such Option be
exercisable later than the date of expiration of the term of such Option as set
forth in the Option Agreement.

                (f)     RULE 16B-3. Options granted to Reporting Persons shall
comply with Rule 16b-3 and shall contain such additional conditions or
restrictions as may be required thereunder to qualify for the maximum exemption
for Plan transactions.

                (g)     BUYOUT PROVISIONS. The Administrator may at any time
offer to buy out for a payment in cash or Shares, an Option previously granted,
based on such terms and conditions as the Administrator shall establish and
communicate to the Optionee at the time that such offer is made.

        11.     STOCK PURCHASE RIGHTS.

                (a)     RIGHTS TO PURCHASE. Stock Purchase Rights may be issued
either alone, in addition to, or in tandem with other awards granted under the
Plan and/or cash awards made outside of the Plan. After the Administrator
determines that it will offer Stock Purchase Rights under the Plan, it shall
advise the offeree in writing of the terms, conditions and restrictions related
to the offer, including the number of Shares that such person shall be entitled
to purchase, the price to be paid, and the time within which such person must
accept such offer, which shall in no event exceed thirty (30) days from the date
upon which the Administrator made the determination to grant the Stock Purchase
Right. In the case of a Stock Purchase Right granted prior to the date, if any,
on which the Common Stock becomes a Listed Security and if required by the
Applicable Laws at such time, the purchase price of Shares subject to such Stock
Purchase Rights shall not be less than 85% of the Fair Market Value of the
Shares as of the date of the offer, or, in the case of a Ten Percent Holder, the
price shall not be less than 100% of the Fair Market Value of the Shares as of
the date of the offer. If the Applicable Laws do not impose the requirements set
forth in the preceding sentence and with respect to any Stock Purchase Rights
granted after the date, if any, on which the Common Stock becomes a Listed
Security, the purchase price of Shares subject to Stock Purchase Rights shall be
as determined by the Administrator. The offer shall be accepted by execution of
a Restricted Stock Purchase Agreement in the form determined by the
Administrator. Shares purchased pursuant to the grant of a Stock Purchase Right
shall be referred to herein as 'Restricted Stock.'

                (b)     REPURCHASE OPTION. Unless the Administrator determines
otherwise, the Restricted Stock Purchase Agreement shall grant the Company a
repurchase option exercisable upon the voluntary or involuntary termination of
the purchaser's employment with the Company for any reason (including death or
disability). The purchase price for Shares repurchased 




                                      -10-


pursuant to the Restricted Stock purchase agreement shall be the original
purchase price paid by the purchaser and may be paid by cancellation of any
indebtedness of the purchaser to the Company. The repurchase option shall lapse
at such rate as the Administrator may determine, provided, however, that with
respect to a Stock Purchase Right granted prior to the date, if any, on which
the Common Stock becomes a Listed Security to a purchaser who is not an officer
(including an Officer), Director or Consultant of the Company or any Parent or
Subsidiary of the Company, it shall lapse at a minimum rate of 20% per year.

                (c)     OTHER PROVISIONS. The Restricted Stock Purchase
Agreement shall contain such other terms, provisions and conditions not
inconsistent with the Plan as may be determined by the Administrator in its sole
discretion. In addition, the provisions of Restricted Stock Purchase Agreements
need not be the same with respect to each purchaser.

                (d)     RIGHTS AS A STOCKHOLDER. Once the Stock Purchase Right
is exercised, the purchaser shall have the rights equivalent to those of a
stockholder, and shall be a stockholder when his or her purchase is entered upon
the records of the duly authorized transfer agent of the Company. No adjustment
will be made for a dividend or other right for which the record date is prior to
the date the Stock Purchase Right is exercised, except as provided in Section 13
of the Plan.

        12.     STOCK BONUSES.

                (a)     AWARDS OF STOCK BONUSES. Stock Bonuses may be issued
either alone, in addition to, or in tandem with other awards granted under the
Plan and/or cash awards made outside of the Plan. A Stock Bonus may be awarded
for past services already rendered to the Company, or any Parent, Subsidiary or
Affiliate of the Company pursuant to an agreement (a 'Stock Bonus Agreement')
that shall be in such form (which shall not be the same for each recipient) as
the Administrator shall from time to time approve, and shall comply with and be
subject to the terms and conditions of the Plan. Stock Bonuses may vary from
recipient to recipient and between groups of recipients, and may be based upon
achievement of the Company, Parent, Subsidiary or Affiliate and/or individual
performance factors or upon such other criteria as the Administrator may
determine.

                (b)     FORFEITURE PROVISIONS. Unless the Administrator
determines otherwise, the Stock Bonus Agreement shall provide for the forfeiture
of Stock Bonus Shares to the Company without payment of consideration upon the
voluntary or involuntary termination of the recipient's employment with the
Company for any reason (including death or disability). The forfeiture provision
shall lapse at such rate as the Administrator may determine.

                (c)     OTHER PROVISIONS. The Stock Bonus Agreement shall
contain such other terms, provisions and conditions not inconsistent with the
Plan as may be determined by the Administrator in its sole discretion. In
addition, the provisions of Stock Bonus Agreements need not be the same with
respect to each purchaser.

                (d)     RIGHTS AS A STOCKHOLDER. Once the Stock Bonus is
awarded, the recipient shall have the rights equivalent to those of a
stockholder, and shall be a stockholder when his or 




                                      -11-


her award is entered upon the records of the duly authorized transfer agent of
the Company. No adjustment will be made for a dividend or other right for which
the record date is prior to the date the Stock Bonus is awarded, except as
provided in Section 14 of the Plan.

        13.     TAXES.

                (a)     As a condition of the exercise of an Option or Stock
Purchase Right or the award of a Stock Bonus granted under the Plan, the
Participant (or in the case of the Participant's death, the person exercising or
receiving the Option, Stock Purchase Right or Stock Bonus) shall make such
arrangements as the Administrator may require for the satisfaction of any
applicable federal, state, local or foreign withholding tax obligations that may
arise in connection with the exercise of Option or Stock Purchase Right or the
award of a Stock Bonus and the issuance of Shares. The Company shall not be
required to issue any Shares under the Plan until such obligations are
satisfied.

                (b)     In the case of an Employee and in the absence of any
other arrangement, the Employee shall be deemed to have directed the Company to
withhold or collect from his or her compensation an amount sufficient to satisfy
such tax obligations from the next payroll payment otherwise payable after the
date of an exercise of the Option or Stock Purchase Right or the award of the
Stock Bonus.

                (c)     This Section 13(c) shall apply only after the date, if
any, upon which the Common Stock becomes a Listed Security. In the case of
Participant other than an Employee (or in the case of an Employee where the next
payroll payment is not sufficient to satisfy such tax obligations, with respect
to any remaining tax obligations), in the absence of any other arrangement and
to the extent permitted under the Applicable Laws, the Participant shall be
deemed to have elected to have the Company withhold from the Shares to be issued
upon exercise of the Option or Stock Purchase Right or award of the Stock Bonus
that number of Shares having a Fair Market Value determined as of the applicable
Tax Date (as defined below) equal to the amount required to be withheld. For
purposes of this Section 13, the Fair Market Value of the Shares to be withheld
shall be determined on the date that the amount of tax to be withheld is to be
determined under the Applicable Laws (the 'Tax Date').

                (d)     If permitted by the Administrator, in its discretion, a
Participant may satisfy his or her tax withholding obligations upon exercise of
an Option or Stock Purchase Right or award of a Stock Bonus by surrendering to
the Company Shares that (i) in the case of Shares previously acquired from the
Company, have been owned by the Participant for more than six (6) months on the
date of surrender, and (ii) have a Fair Market Value determined as of the
applicable Tax Date equal to the amount required to be withheld.

                (e)     Any election or deemed election by a Participant to have
Shares withheld to satisfy tax withholding obligations under Section 13(c) or
(d) above shall be irrevocable as to the particular Shares as to which the
election is made and shall be subject to the consent or disapproval of the
Administrator. Any election by a Participant under Section 13(d) above must be
made on or prior to the applicable Tax Date.




                                      -12-


                (f)     In the event an election to have Shares withheld is made
by a Participant and the Tax Date is deferred under Section 83 of the Code
because no election is filed under Section 83(b) of the Code, the Participant
shall receive the full number of Shares with respect to which the Option or
Stock Purchase Right is exercised or Stock Bonus is awarded but such Participant
shall be unconditionally obligated to tender back to the Company the proper
number of Shares on the applicable Tax Date.

        14.     ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, MERGER OR CERTAIN
OTHER TRANSACTIONS.

                (a)     CHANGES IN CAPITALIZATION. Subject to any required
action by the stockholders of the Company, the number of shares of Common Stock
covered by each outstanding Option, Stock Purchase Right or Stock Bonus, and the
number of shares of Common Stock that have been authorized for issuance under
the Plan but as to which no Options, Stock Purchase Rights or Stock Bonuses have
yet been granted or that have been returned to the Plan upon cancellation or
expiration of an Option, Stock Purchase Right or Stock Bonus, the number of
Shares described in Section 3(a)(i) and 8 above, as well as the price per share
of Common Stock covered by each such outstanding Option or Stock Purchase Right,
shall be proportionately adjusted for any increase or decrease in the number of
issued shares of Common Stock resulting from a stock split, reverse stock split,
stock dividend, combination, recapitalization or reclassification of the Common
Stock, or any other increase or decrease in the number of issued shares of
Common Stock effected without receipt of consideration by the Company; provided,
however, that conversion of any convertible securities of the Company shall not
be deemed to have been 'effected without receipt of consideration.' Such
adjustment shall be made by the Board, whose determination in that respect shall
be final, binding and conclusive. Except as expressly provided herein, no
issuance by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall affect, and no adjustment
by reason thereof shall be made with respect to, the number or price of shares
of Common Stock subject to an Option, Stock Purchase Right or Stock Bonus.

                (b)     DISSOLUTION OR LIQUIDATION. In the event of the proposed
dissolution or liquidation of the Company, the Board shall notify the Optionee
at least fifteen (15) days prior to such proposed action. To the extent it has
not been previously exercised, the Option or Stock Purchase Right will terminate
immediately prior to the consummation of such proposed action.

                (c)     MERGER OR SALE OF ASSETS. In the event of a proposed
sale of all or substantially all of the Company's assets or a merger of the
Company with or into another corporation where the successor corporation issues
its securities to the Company's stockholders, each outstanding Option or Stock
Purchase Right shall be assumed or an equivalent option or right shall be
substituted by such successor corporation or a parent or subsidiary of such
successor corporation, unless the successor corporation does not agree to assume
the Option or Stock Purchase Right or to substitute an equivalent option or
right, in which case such Option or Stock Purchase Right shall terminate upon
the consummation of the merger or sale of assets.




                                      -13-


                (d)     CERTAIN DISTRIBUTIONS. In the event of any distribution
to the Company's stockholders of securities of any other entity or other assets
(other than dividends payable in cash or stock of the Company) without receipt
of consideration by the Company, the Administrator may, in its discretion,
appropriately adjust the price per share of Common Stock covered by each
outstanding Option or Stock Purchase Right to reflect the effect of such
distribution.

        15.     NON-TRANSFERABILITY OF OPTIONS AND STOCK PURCHASE RIGHTS.
Options and Stock Purchase Rights may not be sold, pledged, assigned,
hypothecated, transferred, or disposed of in any manner other than by will or by
the laws of descent or distribution, provided that, after the date, if any, upon
which the Common Stock becomes a Listed Security, the Administrator may in its
discretion grant transferable Nonstatutory Stock Options pursuant to Option
Agreements specifying (i) the manner in which such Nonstatutory Stock Options
are transferable and (ii) that any such transfer shall be subject to the
Applicable Laws. The designation of a beneficiary by an Optionee will not
constitute a transfer. An Option or Stock Purchase Right may be exercised,
during the lifetime of the holder of Option or Stock Purchase Right, only by
such holder or a transferee permitted by this Section 16.

        16.     TIME OF GRANTING OPTIONS, STOCK PURCHASE RIGHTS AND STOCK
BONUSES. The date of grant of an Option, Stock Purchase Right or Stock Bonus
shall, for all purposes, be the date on which the Administrator makes the
determination granting such Option, Stock Purchase Right or Stock Bonus, or such
other date as is determined by the Board; provided however that in the case of
any Incentive Stock Option, the grant date shall be the later of the date on
which the Administrator makes the determination granting such Incentive Stock
Option or the date of commencement of the Optionee's employment relationship
with the Company. Notice of the determination shall be given to each Employee or
Consultant to whom an Option, Stock Purchase Right or Stock Bonus is so granted
within a reasonable time after the date of such grant.

        17.     AMENDMENT AND TERMINATION OF THE PLAN.

                (a)     AUTHORITY TO AMEND OR TERMINATE. The Board may at any
time amend, alter, suspend or discontinue the Plan, but no amendment,
alteration, suspension or discontinuation shall be made that would impair the
rights of any Optionee under any grant theretofore made, without his or her
consent. In addition, to the extent necessary and desirable to comply with the
Applicable Laws, the Company shall obtain stockholder approval of any Plan
amendment in such a manner and to such a degree as required.

                (b)     EFFECT OF AMENDMENT OR TERMINATION. No amendment or
termination of the Plan shall adversely affect Options, Stock Purchase Rights or
Stock Bonuses already granted, unless mutually agreed otherwise between the
Optionee and the Board, which agreement must be in writing and signed by the
Optionee and the Company.

        18.     CONDITIONS UPON ISSUANCE OF SHARES. Shares shall not be issued
pursuant to the exercise of an Option or Stock Purchase Right or the award of a
Stock Bonus unless the exercise of such Option or Stock Purchase Right or the
award of such Stock Bonus and the issuance and delivery of such Shares pursuant
thereto shall comply with all relevant provisions of law, including, without
limitation, the Securities Act of 1933, as amended, the Exchange Act, the 




                                      -14-


rules and regulations promulgated thereunder, and the requirements of any Stock
Exchange. As a condition to the exercise of an Option or Stock Purchase Right
and the award of a Stock Bonus, the Company may require the person exercising
such Option or Stock Purchase Right or receiving such Stock Bonus to represent
and warrant at the time of any such exercise or award that the Shares are being
purchased or received only for investment and without any present intention to
sell or distribute such Shares if, in the opinion of counsel for the Company,
such a representation is required by law.

        19.     RESERVATION OF SHARES. The Company, during the term of this
Plan, will at all times reserve and keep available such number of Shares as
shall be sufficient to satisfy the requirements of the Plan. The inability of
the Company to obtain authority from any regulatory body having jurisdiction,
which authority is deemed by the Company's counsel to be necessary to the lawful
issuance and sale of any Shares hereunder, shall relieve the Company of any
liability in respect of the failure to issue or sell such Shares as to which
such requisite authority shall not have been obtained.

        20.     AGREEMENTS. Options, Stock Purchase Rights and Stock Bonuses
shall be evidenced by written agreements in such form as the Administrator shall
approve from time to time.

        21.     STOCKHOLDER APPROVAL. If required by the Applicable Laws,
continuance of the Plan shall be subject to approval by the stockholders of the
Company within twelve (12) months before or after the date the Plan is adopted.
Such stockholder approval shall be obtained in the degree and manner required
under the Applicable Laws. All Options, Stock Purchase Rights and Stock Bonuses
issued under the Plan shall become void in the event such approval is not
obtained.

        22.     INFORMATION AND DOCUMENTS TO OPTIONEES, PURCHASERS AND
RECIPIENTS. Prior to the date, if any, upon which the Common Stock becomes a
Listed Security and if required by the Applicable Laws, the Company shall
provide financial statements at least annually to each Optionee and to each
individual who acquired Shares Pursuant to the Plan, during the period such
Optionee, purchaser or recipient has one or more Options, Stock Purchase Rights
or Stock Bonuses outstanding, and in the case of an individual who acquired
Shares pursuant to the Plan, during the period such individual owns such Shares.
The Company shall not be required to provide such information if the issuance of
Options, Stock Purchase Rights or Stock Bonuses under the Plan is limited to key
employees whose duties in connection with the Company assure their access to
equivalent information. In addition, at the time of issuance of any securities
under the Plan, the Company shall provide to the Optionee or the Purchaser a
copy of the Plan and any agreement(s) pursuant to which securities under the
Plan are issued.



                                      -15-