1998 Employee Stock Purchase Plan - Com21 Inc.


                                  COM21, INC.
                       1998 EMPLOYEE STOCK PURCHASE PLAN


       I.        PURPOSE OF THE PLAN

                 This Employee Stock Purchase Plan is intended to promote the
interests of Com21, Inc. by providing eligible employees with the opportunity
to acquire a proprietary interest in the Corporation through participation in a
payroll-deduction based employee stock purchase plan designed to qualify under
Section 423 of the Code.

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

     II.         ADMINISTRATION OF THE PLAN

                 The Plan Administrator shall have full authority to interpret
and construe any provision of the Plan and to adopt such rules and regulations
for administering the Plan as it may deem necessary in order to comply with the
requirements of Code Section 423.  Decisions of the Plan Administrator shall be
final and binding on all parties having an interest in the Plan.

     III.        STOCK SUBJECT TO PLAN

                 A.       The stock purchasable under the Plan shall be shares
of authorized but unissued or reacquired Common Stock, including shares of
Common Stock purchased on the open market.  The maximum number of shares of
Common Stock which may be issued over the term of the Plan shall not exceed Two
Hundred Fifty Thousand (250,000) shares.

                 B.       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 class of
securities issuable under the Plan, (ii) the maximum number and class of
securities purchasable per Participant on any one Purchase Date and (iii) the
number and class of securities and the price per share in effect under each
outstanding purchase right in order to prevent the dilution or enlargement of
benefits thereunder.

     IV.         OFFERING PERIODS

                 A.       Shares of Common Stock shall be offered for purchase
under the Plan through a series of successive offering periods until such time
as (i) the maximum number of shares of Common Stock available for issuance
under the Plan shall have been purchased or (ii) the Plan shall have been
sooner terminated.


                 B.       Each offering period shall be of such duration (not
to exceed twenty-four (24) months) as determined by the Plan Administrator
prior to the start date of such offering period.  However, the initial offering
period shall commence at the Effective Time and terminate on the last business
day in April 2000.  The next offering period shall commence on the first
business day in May 2000, and subsequent offering periods shall commence as
designated by the Plan Administrator.

                 C.       Each offering period shall be comprised of a series
of one or more successive Purchase Intervals.  Purchase Intervals shall run
from the first business day in May each year to the last business day in
October of the same year and from the first business day in November each year
to the last business day in April of the following year.  However, the first
Purchase Interval in effect under the initial offering period shall commence at
the Effective Time and terminate on the last business day in October 1998.

                 D.       Should the Fair Market Value per share of Common
Stock on any Purchase Date within an offering period be less than the Fair
Market Value per share of Common Stock on the start date of that offering
period, then that offering period shall automatically terminate immediately
after the purchase of shares of Common Stock on such Purchase Date, and a new
offering period shall commence on the next business day following such Purchase
Date.  The new offering period shall have a duration of twenty (24) months,
unless a shorter duration is established by the Plan Administrator within five
(5) business days following the start date of that offering period.

       V.        ELIGIBILITY

                 A.       Each individual who is an Eligible Employee on the
start date of any offering period under the Plan may enter that offering period
on such start date or on any subsequent Semi-Annual Entry Date within that
offering period, provided he or she remains an Eligible Employee.

                 B.       Each individual who first becomes an Eligible
Employee after the start date of an offering period may enter that offering
period on any subsequent Semi-Annual Entry Date within that offering period on
which he or she is an Eligible Employee.

                 C.       The date an individual enters an offering period
shall be designated his or her Entry Date for purposes of that offering period.

                 D.       To participate in the Plan for a particular offering
period, the Eligible Employee must complete the enrollment forms prescribed by
the Plan Administrator (including a stock purchase agreement and a payroll
deduction authorization) and file such forms with the Plan Administrator (or
its designate) on or before his or her scheduled Entry Date.




                                       2.

     VI.         PAYROLL DEDUCTIONS

                 A.       The payroll deduction authorized by the Participant
for purposes of acquiring shares of Common Stock during an offering period may
be any multiple of one percent (1%) of the Base Salary paid to the Participant
during each Purchase Interval within that offering period, up to a maximum of
ten percent (10%).  The deduction rate so authorized shall continue in effect
throughout the offering period, except to the extent such rate is changed in
accordance with the following guidelines:

                               (i)         The Participant may, at any time
         during the offering period, reduce his or her rate of payroll
         deduction to become effective as soon as possible after filing the
         appropriate form with the Plan Administrator.  The Participant may
         not, however, effect more than one (1) such reduction per Purchase
         Interval.

                              (ii)         The Participant may, prior to the
         commencement of any new Purchase Interval within the offering period,
         increase the rate of his or her payroll deduction by filing the
         appropriate form with the Plan Administrator.  The new rate (which may
         not exceed the ten percent (10%) maximum) shall become effective on
         the start date of the first Purchase Interval following the filing of
         such form.

                 B.       Payroll deductions shall begin on the first pay day
following the Participant's Entry Date into the offering period and shall
(unless sooner terminated by the Participant) continue through the pay day
ending with or immediately prior to the last day of that offering period.  The
amounts so collected shall be credited to the Participant's book account under
the Plan, but no interest shall be paid on the balance from time to time
outstanding in such account.  The amounts collected from the Participant shall
not be required to be held in any segregated account or trust fund and may be
commingled with the general assets of the Corporation and used for general
corporate purposes.

                 C.       Payroll deductions shall automatically cease upon the
termination of the Participant's purchase right in accordance with the
provisions of the Plan.

                 D.       The Participant's acquisition of Common Stock under
the Plan on any Purchase Date shall neither limit nor require the Participant's
acquisition of Common Stock on any subsequent Purchase Date, whether within the
same or a different offering period.





                                       3.


     VII.        PURCHASE RIGHTS

                 A.       GRANT OF PURCHASE RIGHT.  A Participant shall be
granted a separate purchase right for each offering period in which he or she
participates.  The purchase right shall be granted on the Participant's Entry
Date into the offering period and shall provide the Participant with the right
to purchase shares of Common Stock, in a series of successive installments over
the remainder of such offering period, upon the terms set forth below.  The
Participant shall execute a stock purchase agreement embodying such terms and
such other provisions (not inconsistent with the Plan) as the Plan
Administrator may deem advisable.

                 Under no circumstances shall purchase rights be granted under
the Plan to any Eligible Employee if such individual would, immediately after
the grant, own (within the meaning of Code Section 424(d)) or hold outstanding
options or other rights to purchase, stock possessing five percent (5%) or more
of the total combined voting power or value of all classes of stock of the
Corporation or any Corporate Affiliate.

                 B.       EXERCISE OF THE PURCHASE RIGHT.  Each purchase right
shall be automatically exercised in installments on each successive Purchase
Date within the offering period, and shares of Common Stock shall accordingly
be purchased on behalf of each Participant (other than Participants whose
payroll deductions have previously been refunded pursuant to the Termination of
Purchase Right provisions below) on each such Purchase Date.  The purchase
shall be effected by applying the Participant's payroll deductions for the
Purchase Interval ending on such Purchase Date to the purchase of whole shares
of Common Stock at the purchase price in effect for the Participant for that
Purchase Date.

                 C.       PURCHASE PRICE.  The purchase price per share at
which Common Stock will be purchased on the Participant's behalf on each
Purchase Date within the offering period shall be equal to eighty-five percent
(85%) of the lower of (i) the Fair Market Value per share of Common Stock on
the Participant's Entry Date into that offering period or (ii) the Fair Market
Value per share of Common Stock on that Purchase Date.

                 D.       NUMBER OF PURCHASABLE SHARES.  The number of shares
of Common Stock purchasable by a Participant on each Purchase Date during the
offering period shall be the number of whole shares obtained by dividing the
amount collected from the Participant through payroll deductions during the
Purchase Interval ending with that Purchase Date by the purchase price in
effect for the Participant for that Purchase Date.  However, the maximum number
of shares of Common Stock purchasable per Participant on any one Purchase Date
shall not exceed One Thousand Five Hundred (1,500) shares, subject to periodic
adjustments in the event of certain changes in the Corporation's
capitalization. In addition, the maximum aggregate number of shares of Common
Stock purchasable by all Participants on any one Purchase Date shall not exceed
Sixty Thousand (60,000) shares, subject to periodic adjustments in the event of
certain changes in the Corporation's capitalization.





                                       4.


                 E.       EXCESS PAYROLL DEDUCTIONS.  Any payroll deductions
not applied to the  purchase of shares of Common Stock on any Purchase Date
because they are not sufficient to purchase a whole share of Common Stock shall
be held for the purchase of Common Stock on the next Purchase Date.  However,
any payroll deductions not applied to the purchase of Common Stock by reason of
the limitation on the maximum number of shares purchasable on the Purchase Date
shall be promptly refunded.

                 F.       TERMINATION OF PURCHASE RIGHT.  The following
provisions shall govern the termination of outstanding purchase rights:

                               (i)         A Participant may, at any time prior
         to the next scheduled Purchase Date in the offering period, terminate
         his or her outstanding purchase right by filing the appropriate form
         with the Plan Administrator (or its designate), and no further payroll
         deductions shall be collected from the Participant with respect to the
         terminated purchase right.  Any payroll deductions collected during
         the Purchase Interval in which such termination occurs shall, at the
         Participant's election, be immediately refunded or held for the
         purchase of shares on the next Purchase Date.  If no such election is
         made at the time such purchase right is terminated, then the payroll
         deductions collected with respect to the terminated right shall be
         refunded as soon as possible.

                              (ii)         The termination of such purchase
         right shall be irrevocable, and the Participant may not subsequently
         rejoin the offering period for which the terminated purchase right was
         granted.  In order to resume participation in any subsequent offering
         period, such individual must re-enroll in the Plan (by making a timely
         filing of the prescribed enrollment forms) on or before his or her
         scheduled Entry Date into that offering period.

                             (iii)         Should the Participant cease to
         remain an Eligible Employee for any reason (including death,
         disability or change in status) while his or her purchase right
         remains outstanding, then that purchase right shall immediately
         terminate, and all of the Participant's payroll deductions for the
         Purchase Interval in which the purchase right so terminates shall be
         immediately refunded.  However, should the Participant cease to remain
         in active service by reason of an approved unpaid leave of absence,
         then the Participant shall have the right, exercisable up until the
         last business day of the Purchase Interval in which such leave
         commences, to (a) withdraw all the payroll deductions collected to
         date on his or her behalf for that Purchase Interval or (b) have such
         funds held for the purchase of shares on his or her behalf on the next
         scheduled Purchase Date.  In no event, however, shall any further
         payroll deductions be collected on the Participant's behalf during
         such leave.  Upon the Participant's return to active service within
         (i) ninety (90) days following the commencement of such leave or, if
         longer, the period during which such Participant's right to
         reemployment with the Corporation is guaranteed by either statute or
         contract, his or her payroll





                                       5.


         deductions under the Plan shall automatically resume at the rate in
         effect at the time the leave began, unless the Participant withdraws
         from the Plan prior to his or her return.  If the Participant's leave
         of absence, whether paid or unpaid, (i) exceeds ninety (90) days and
         (ii) is not guaranteed by either statute or contract, then the
         Participant's status as an Eligible Employee will be deemed to have
         terminated on the ninety-first (91st) day of such leave, and such
         Participant's purchase right for the offering period in which such
         leave began shall thereupon terminate.  An individual who returns to
         active employment following such a leave will be treated as a new
         employee for purposes of participating in the Plan and will
         accordingly have a new Entry Date.  Such an individual must re-enroll
         in the Plan (by making a timely filing of the prescribed enrollment
         forms) on or before his or her scheduled Entry Date into the offering
         period.

                 G.       CORPORATE TRANSACTION.  Each outstanding purchase
right shall automatically be exercised, immediately prior to the effective date
of any Corporate Transaction, by applying the payroll deductions of each
Participant for the Purchase Interval in which such Corporate Transaction
occurs to the purchase of whole shares of Common Stock at a purchase price per
share equal to eighty-five percent (85%) of the lower of (i) the Fair Market
Value per share of Common Stock on the Participant's Entry Date into the
offering period in which such Corporate Transaction occurs or (ii) the Fair
Market Value per share of Common Stock immediately prior to the effective date
of such Corporate Transaction.  However, the applicable limitation on the
number of shares of Common Stock purchasable per Participant and in the
aggregate shall continue to apply to any such purchase.

                 The Corporation shall use its best efforts to provide at least
ten (10)-days prior written notice of the occurrence of any Corporate
Transaction, and Participants shall, following the receipt of such notice, have
the right to terminate their outstanding purchase rights prior to the effective
date of the Corporate Transaction.

                 H.       PRORATION OF PURCHASE RIGHTS.  Should the total
number of shares of Common Stock to be purchased pursuant to outstanding
purchase rights on any particular date exceed the number of shares then
available for issuance under the Plan, the Plan Administrator shall make a
pro-rata allocation of the available shares on a uniform and nondiscriminatory
basis, and the payroll deductions of each Participant, to the extent in excess
of the aggregate purchase price payable for the Common Stock pro-rated to such
individual, shall be refunded.

                 I.       ASSIGNABILITY.  The purchase right shall be
exercisable only by the Participant and shall not be assignable or transferable
by the Participant.

                 J.       STOCKHOLDER RIGHTS.  A Participant shall have no
stockholder rights with respect to the shares subject to his or her outstanding
purchase right until the shares are purchased on the Participant's behalf in
accordance with the provisions of the Plan and the Participant has become a
holder of record of the purchased shares.





                                       6.


   VIII.         ACCRUAL LIMITATIONS

                 A.       No Participant shall be entitled to accrue rights to
acquire Common Stock pursuant to any purchase right outstanding under this Plan
if and to the extent such accrual, when aggregated with (i) rights to purchase
Common Stock accrued under any other purchase right granted under this Plan and
(ii) similar rights accrued under other employee stock purchase plans (within
the meaning of Code Section 423) of the Corporation or any Corporate Affiliate,
would otherwise permit such Participant to purchase more than Twenty-Five
Thousand Dollars ($25,000) worth of stock of the Corporation or any Corporate
Affiliate (determined on the basis of the Fair Market Value per share on the
date or dates such rights are granted) for each calendar year such rights are
at any time outstanding.

                 B.       For purposes of applying such accrual limitations to
the purchase rights granted under the Plan, the following provisions shall be
in effect:

                               (i)         The right to acquire Common Stock
         under each outstanding purchase right shall accrue in a series of
         installments on each successive Purchase Date during the offering
         period on which such right remains outstanding.

                              (ii)         No right to acquire Common Stock
         under any outstanding purchase right shall accrue to the extent the
         Participant has already accrued in the same calendar year the right to
         acquire Common Stock under one (1) or more other purchase rights at a
         rate equal to Twenty-Five Thousand Dollars ($25,000) worth of Common
         Stock (determined on the basis of the Fair Market Value per share on
         the date or dates of grant) for each calendar year such rights were at
         any time outstanding.

                 C.       If by reason of such accrual limitations, any
purchase right of a Participant does not accrue for a particular Purchase
Interval, then the payroll deductions which the Participant made during that
Purchase Interval with respect to such purchase right shall be promptly
refunded.

                 D.       In the event there is any conflict between the
provisions of this Article and one or more provisions of the Plan or any
instrument issued thereunder, the provisions of this Article shall be
controlling.

     IX.         EFFECTIVE DATE AND TERM OF THE PLAN

                 A.       The Plan was adopted by the Board on November 21,
1997 and shall become effective at the Effective Time, provided no purchase
rights granted under the Plan shall be exercised, and no shares of Common Stock
shall be issued hereunder, until (i) the Plan shall have been approved by the
stockholders of the Corporation and (ii) the Corporation shall have complied
with all applicable requirements of the 1933 Act (including the registration of
the shares





                                       7.


of Common Stock issuable under the Plan on a Form S-8 registration statement
filed with the Securities and Exchange Commission), all applicable listing
requirements of any stock exchange (or the Nasdaq National Market, if
applicable) on which the Common Stock is listed for trading and all other
applicable requirements established by law or regulation.  In the event such
stockholder approval is not obtained, or such compliance is not effected,
within twelve (12) months after the date on which the Plan is adopted by the
Board, the Plan shall terminate and have no further force or effect, and all
sums collected from Participants during the initial offering period hereunder
shall be refunded.

                 B.       Unless sooner terminated by the Board, the Plan shall
terminate upon the earliest of (i) the last business day in April 2008, (ii)
the date on which all shares available for issuance under the Plan shall have
been sold pursuant to purchase rights exercised under the Plan or (iii) the
date on which all purchase rights are exercised in connection with a Corporate
Transaction.  No further purchase rights shall be granted or exercised, and no
further payroll deductions shall be collected, under the Plan following such
termination.

       X.        AMENDMENT OF THE PLAN

                 The Board may alter, amend, suspend or discontinue the Plan at
any time to become effective immediately following the close of any Purchase
Interval.  However, the Board may not, without the approval of the
Corporation's stockholders, (i) increase the number of shares of Common Stock
issuable under the Plan or the maximum number of shares purchasable per
Participant on any one Purchase Date, except for permissible adjustments in the
event of certain changes in the Corporation's capitalization, (ii) alter the
purchase price formula so as to reduce the purchase price payable for the
shares of Common Stock purchasable under the Plan or (iii) modify eligibility
requirements for participation in the Plan.

         XI.     GENERAL PROVISIONS

                 A.       All costs and expenses incurred in the administration
of the Plan shall be paid by the Corporation; however, each Plan Participant
shall bear all costs and expenses incurred by such individual in the sale or
other disposition of any shares purchased under the Plan.

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

                 C.       The provisions of the Plan shall be governed by the
laws of the State of California without resort to that State's conflict-of-laws
rules.





                                       8.


                                   SCHEDULE A

                         CORPORATIONS PARTICIPATING IN
                          EMPLOYEE STOCK PURCHASE PLAN
                            AS OF THE EFFECTIVE TIME

                                  COM21, Inc.






                                    APPENDIX


                 The following definitions shall be in effect under the Plan:

                 A.       BASE SALARY shall mean the (i) regular base salary
paid to a Participant by one or more Participating Companies during such
individual's period of participation in one or more offering periods under the
Plan plus (ii) any pre-tax contributions made by the Participant to any Code
Section 401(k) salary deferral plan or any Code Section 125 cafeteria benefit
program now or hereafter established by the Corporation or any Corporate
Affiliate.  The following items of compensation shall NOT be included in Base
Salary:  (i) all overtime payments, bonuses, commissions (other than those
functioning as base salary equivalents), profit-sharing distributions and other
incentive-type payments and (ii) any and all contributions (other than Code
Section 401(k) or Code Section 125 contributions) made on the Participant's
behalf by the Corporation or any Corporate Affiliate under any employee benefit
or welfare plan now or hereafter established.

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

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

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

                 E.       CORPORATE AFFILIATE shall mean any parent or
subsidiary corporation of the Corporation (as determined in accordance with
Code Section 424), whether now existing or subsequently established.

                 F.       CORPORATE TRANSACTION shall mean either of the
following stockholder-approved transactions to which the Corporation is a
party:

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

                 G.       CORPORATION shall mean Com21, Inc., a Delaware
corporation, and any corporate successor to all or substantially all of the
assets or voting stock of Com21, Inc. which shall by appropriate action adopt
the Plan.





                                      A-1.


                 H.       EFFECTIVE TIME shall mean the time at which the
Underwriting Agreement is executed and finally priced.  Any Corporate Affiliate
which becomes a Participating Corporation after such Effective Time shall
designate a subsequent Effective Time with respect to its
employee-Participants.

                 I.       ELIGIBLE EMPLOYEE shall mean any person who is
employed by a Participating Corporation on a basis under which he or she is
regularly expected to render more than twenty (20) hours of service per week
for more than five (5) months per calendar year for earnings considered wages
under Code Section 3401(a).

                 J.       ENTRY DATE shall mean the date an Eligible Employee
first commences participation in the offering period in effect under the Plan.
The earliest Entry Date under the Plan shall be the Effective Time.

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

                      (i)         If the Common Stock is at the time traded on
         the Nasdaq National Market, then the Fair Market Value shall be the
         closing selling price per share of Common Stock on the date in
         question, as such price is reported by the National Association of
         Securities Dealers on the Nasdaq National Market 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)         For purposes of the initial offering period
         which begins at the Effective Time, the Fair Market Value shall be
         deemed to be equal to the price per share at which the Common Stock is
         sold in the initial public offering pursuant to the Underwriting
         Agreement.

                 L.       1933 ACT shall mean the Securities Act of 1933, as
amended.

                 M.       PARTICIPANT shall mean any Eligible Employee of a
Participating Corporation who is actively participating in the Plan.





                                      A-2.


                 N.       PARTICIPATING CORPORATION shall mean the Corporation
and such Corporate Affiliate or Affiliates as may be authorized from time to
time by the Board to extend the benefits of the Plan to their Eligible
Employees.  The Participating Corporations in the Plan are listed in attached
Schedule A.

                 O.       PLAN shall mean the Corporation's 1998 Employee Stock
Purchase Plan, as set forth in this document.

                 P.       PLAN ADMINISTRATOR shall mean the committee of two
(2) or more Board members appointed by the Board to administer the Plan.

                 Q.       PURCHASE DATE shall mean the last business day of
each Purchase Interval.  The initial Purchase Date shall be July 31, 1998.

                 R.       PURCHASE INTERVAL shall mean each successive six
(6)-month period within the offering period at the end of which there shall be
purchased shares of Common Stock on behalf of each Participant.

                 S.       SEMI-ANNUAL ENTRY DATE shall mean the first business
day in May and November each year on which an Eligible Employee may first enter
an offering period.

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

                 U.       UNDERWRITING AGREEMENT shall mean the agreement
between the Corporation and the underwriter or underwriters managing the
initial public offering of the Common Stock.





                                      A-3.