DIGIMARC CORPORATION

                      RESTATED 1999 STOCK INCENTIVE PLAN

     1.  Purposes of the Plan.  The purposes of this Stock Incentive Plan are to
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attract and retain the best available personnel, to provide additional incentive
to Employees, Directors and Consultants and to promote the success of the
Company's business.

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

         (a)  "Affiliate" and "Associate" shall have the respective meanings
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ascribed to such terms in Rule 12b-2 promulgated under the Exchange Act.

         (b)  "Applicable Laws" means the legal requirements relating to the
               ---------------
administration of stock incentive plans, if any, under applicable provisions of
federal securities laws, state corporate and securities laws, the Code, the
rules of any applicable stock exchange or national market system, and the rules
of any foreign jurisdiction applicable to Awards granted to residents therein.

         (c)  "Award" means the grant of an Option, SAR, Dividend Equivalent
               -----
Right, Restricted Stock, Performance Unit, Performance Share, or other right or
benefit under the Plan.

         (d)  "Award Agreement" means the written agreement evidencing the grant
               ---------------
of an Award executed by the Company and the Grantee, including any amendments
thereto.

         (e)  "Board" means the Board of Directors of the Company.
               -----

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

         (g)  "Committee" means any committee appointed by the Board to
               ---------
administer the Plan.

         (h)  "Common Stock" means the common stock of the Company.
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         (i)  "Company" means Digimarc Corporation, a Delaware corporation.
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         (j)  "Consultant" means any person (other than an Employee or a
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Director, solely with respect to rendering services in such person's capacity as
a Director) who is engaged by the Company or any Related Entity to render
consulting or advisory services to the Company or such Related Entity.

         (k)  "Continuous Service" means that the provision of services to the
               ------------------
Company or a Related Entity in any capacity of Employee, Director or Consultant,
is not interrupted or terminated. Continuous Service shall not be considered
interrupted in the case of (i) any approved leave of absence, (ii) transfers
among the Company, any Related Entity, or any successor, in any capacity

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of Employee, Director or Consultant, or (iii) any change in status as long as
the individual remains in the service of the Company or a Related Entity in any
capacity of Employee, Director or Consultant (except as otherwise provided in
the Award Agreement). An approved leave of absence shall include sick leave,
military leave, or any other authorized personal leave. For purposes of
Incentive Stock Options, no such leave may exceed ninety (90) days, unless
reemployment upon expiration of such leave is guaranteed by statute or contract.

         (l) "Director" means a member of the Board or the board of directors of
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any Related Entity.

         (m) "Disability" means that a Grantee would qualify for benefit
              ----------
payments under the long-term disability policy of the Company or the Related
Entity to which the Grantee provides services regardless of whether the Grantee
is covered by such policy

         (n) "Dividend Equivalent Right" means a right entitling the Grantee to
              -------------------------
compensation measured by dividends paid with respect to Common Stock.

         (o) "Employee" means any person, including an Officer or Director, who
              --------
is an employee of the Company or any Related Entity. The payment of a director's
fee by the Company or a Related Entity shall not be sufficient to constitute
"employment" by the Company.

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

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

             (i) Where there exists a public market for the Common Stock, the
Fair Market Value shall be (A) the closing price for a Share for the last market
trading day prior to the time of the determination (or, if no closing price was
reported on that date, on the last trading date on which a closing price was
reported) on the stock exchange determined by the Plan Administrator to be the
primary market for the Common Stock or the Nasdaq National Market, whichever is
applicable or (B) if the Common Stock is not traded on any such exchange or
national market system, the average of the closing bid and asked prices of a
Share on the Nasdaq Small Cap Market for the day prior to the time of the
determination (or, if no such prices were reported on that date, on the last
date on which such prices were reported), in each case, as reported in The Wall
Street Journal or such other source as the Plan Administrator deems reliable; or

             (ii) In the absence of an established market for the Common Stock
of the type described in (i), above, the Fair Market Value thereof shall be
determined by the Plan Administrator in good faith.

         (r) "Grantee" means an Employee, Director or Consultant who receives an
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Award pursuant to an Award Agreement under the Plan.

         (s)  "Immediate Family" means any child, stepchild, grandchild, parent,
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stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-
in-law, father-in-law, son-in law, daughter-in-law, brother-in-law, or
sister-in-law, including adoptive

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<PAGE>

relationships, any person sharing the Grantee's household (other than a tenant
or employee), a trust in which these persons have more than fifty percent (50%)
of the beneficial interest, a foundation in which these persons (or the Grantee)
control the management of assets, and any other entity in which these persons
(or the Grantee) own more than fifty percent (50%) of the voting interests.

         (t) "Incentive Stock Option" means an Option intended to qualify as an
              ----------------------
incentive stock option within the meaning of Section 422 of the Code.

         (u) "Non-Qualified Stock Option" means an Option not intended to
qualify as an Incentive Stock Option.

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

         (w) "Option" means an option to purchase Shares pursuant to an Award
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Agreement granted under the Plan.

         (x) "Parent" means a "parent corporation," whether now or hereafter
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existing, as defined in Section 424(e) of the Code.

         (y) "Performance Shares" means Shares or an Award denominated in Shares
              ------------------
which may be earned in whole or in part upon attainment of performance criteria
established by the Plan Administrator.

         (z) "Performance Units" means an Award which may be earned in whole or
              -----------------
in part upon attainment of performance criteria established by the Plan
Administrator and which may be settled for cash, Shares or other securities or a
combination of cash, Shares or other securities as established by the Plan
Administrator.

         (aa) "Plan" means this 1999 Stock Incentive Plan.
               ----

         (bb) "Plan Administrator" means either the Board or a committee of the
               ------------------
Board that is responsible for the administration of the Plan as is
designated from time to time by resolution of the Board.

         (cc) "Registration Date" means the first to occur of (i) the closing of
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the first sale to the general public of (A) the Common Stock or (B) the same
class of securities of a successor corporation (or its Parent) issued pursuant
to a Corporate Transaction in exchange for or in substitution of the Common
Stock, pursuant to a registration statement filed with and declared effective by
the Securities and Exchange Commission under the Securities Act of 1933, as
amended; and (ii) in the event of a Corporate Transaction, the date of the
consummation of the Corporate Transaction if the same class of securities of the
successor corporation (or its Parent) issuable in such Corporate Transaction
shall have been sold to the general public pursuant to a registration statement
filed with and declared effective by the Securities and Exchange

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<PAGE>

Commission under the Securities Act of 1933, as amended on or prior to the date
of consummation of such Corporate Transaction.

         (dd) "Related Entity" means any Parent, Subsidiary and any business,
               --------------
corporation, partnership, limited liability company or other entity in which the
Company, a Parent or a Subsidiary holds a substantial ownership interest,
directly or indirectly.

         (ee) "Restricted Stock" means Shares issued under the Plan to the
               ----------------
Grantee for such consideration, if any, and subject to such restrictions on
transfer, rights of first refusal, repurchase provisions, forfeiture provisions,
and other terms and conditions as established by the Plan Administrator.

         (ff) "Rule 16b-3" means Rule 16b-3 promulgated under the Exchange Act
               ----------
or any successor thereto.

         (gg) "SAR" means a stock appreciation right entitling the Grantee to
               ---
Shares or cash compensation, as established by the Plan Administrator, measured
by appreciation in the value of Common Stock.

         (hh) "Share" means a share of the Common Stock.
               -----

         (ii) "Subsidiary" means a "subsidiary corporation," whether now or
               ----------
hereafter existing, as defined in Section 424(f) of the Code.

     3.  Stock Subject to the Plan.
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         (a) Subject to the provisions of Section 10, below, the maximum
aggregate number of Shares which may be issued pursuant to all Awards is
1,500,000 Shares, increased by (i) any Shares available for future Awards under
the Company's 1995 Stock Incentive Plan as of the Registration Date, (ii) any
Shares that are represented by Awards under the Company's 1995 Stock Incentive
Plan which are forfeited, expire or are cancelled without delivery of Shares or
which result in the forfeiture of Shares back to the Company on or after the
Registration Date, and (iii) an annual increase to be added on the first day of
the Company's fiscal year beginning in 2001 equal to three percent (3%) of the
fully-diluted number of Shares outstanding as of such date or a lesser number of
Shares determined by the Plan Administrator. Notwithstanding the foregoing,
subject to the provisions of Section 10, below, of the number of Shares
specified above, the maximum aggregate number of Shares available for grant of
Incentive Stock Options shall be 1,500,000 Shares, plus an annual increase to be
added on the first day of the Company's fiscal year beginning in 2001 equal to
the lesser of (x) 625,000 Shares, (y) three percent (3%) of the fully-diluted
number of Shares outstanding as of such date, or (z) a lesser number of Shares
determined by the Plan Administrator. For purposes of determining the
outstanding number of Shares under this Section 3(a), all outstanding classes of
securities of the Company, convertible notes, Awards and warrants that are
convertible or exercisable presently or in the future by the holder into Shares
(excluding options awarded under the Company's 1999 Employee Stock Purchase
Plan), shall be deemed to have been fully converted or exercised
(notwithstanding any limits on such conversions or exercises) into the number of
Shares represented by such securities,

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<PAGE>

notes, Awards and warrants calculated using the treasury stock method. The
Shares to be issued pursuant to Awards may be authorized, but unissued, or
reacquired Common Stock.

         (b) Any Shares covered by an Award (or portion of an Award) which is
forfeited or canceled, expires or is settled in cash, shall be deemed not to
have been issued for purposes of determining the maximum aggregate number of
Shares which may be issued under the Plan. If any unissued Shares are retained
by the Company upon exercise of an Award in order to satisfy the exercise price
for such Award or any withholding taxes due with respect to such Award, such
retained Shares subject to such Award shall become available for future issuance
under the Plan (unless the Plan has terminated). Shares that actually have been
issued under the Plan pursuant to an Award shall not be returned to the Plan and
shall not become available for future issuance under the Plan, except that if
unvested Shares are forfeited, or repurchased by the Company at their original
purchase price, such Shares shall become available for future grant under the
Plan.

     4.  Administration of the Plan.
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         (a)  Plan Administrator.
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              (i) Administration with Respect to Directors and Officers. With
                  -----------------------------------------------------
respect to grants of Awards to Directors or Employees who are also Officers or
Directors of the Company, the Plan shall be administered by (A) the Board or (B)
a Committee designated by the Board, which Committee shall be constituted in
such a manner as to satisfy the Applicable Laws and to permit such grants and
related transactions under the Plan to be exempt from Section 16(b) of the
Exchange Act in accordance with Rule 16b-3. Once appointed, such Committee shall
continue to serve in its designated capacity until otherwise directed by the
Board.

              (ii) Administration With Respect to Consultants and Other
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Employees. With respect to grants of Awards to Employees or Consultants who are
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neither Directors nor Officers of the Company, the Plan shall be administered by
(A) the Board or (B) a Committee designated by the Board, which Committee shall
be constituted in such a manner as to satisfy the Applicable Laws. Once
appointed, such Committee shall continue to serve in its designated capacity
until otherwise directed by the Board. Subject to Applicable Laws, the Board may
authorize one or more Officers to grant such Awards and may limit such authority
as the Board determines from time to time.

              (iii) Administration Errors. In the event an Award is granted in a
                    ---------------------
manner inconsistent with the provisions of this subsection (a), such Award shall
be presumptively valid as of its grant date to the extent permitted by the
Applicable Laws.

         (b) Powers of the Plan Administrator. Subject to Applicable Laws and
             --------------------------------
the provisions of the Plan (including any other powers given to the Plan
Administrator hereunder), and except as otherwise provided by the Board, the
Plan Administrator shall have the authority, in its discretion:

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<PAGE>

              (i) to select the Employees, Directors and Consultants to whom
Awards may be granted from time to time hereunder;

              (ii) to determine whether and to what extent Awards are granted
hereunder;

              (iii) to determine the number of Shares or the amount of other
consideration to be covered by each Award granted hereunder;

              (iv) to approve forms of Award Agreements for use under the Plan;

              (v) to determine the terms and conditions of any Award granted
hereunder;

              (vi) to amend the terms of any outstanding Award granted under the
Plan, provided that any amendment that would adversely affect the Grantee's
rights under an outstanding Award shall not be made without the Grantee's
written consent;

              (vii) to construe and interpret the terms of the Plan and Awards
granted pursuant to the Plan, including without limitation, any notice of Award
or Award Agreement, granted pursuant to the Plan;

              (viii) to establish additional terms, conditions, rules or
procedures to accommodate the rules or laws of applicable foreign jurisdictions
and to afford Grantees favorable treatment under such laws; provided, however,
that no Award shall be granted under any such additional terms, conditions,
rules or procedures with terms or conditions which are inconsistent with the
provisions of the Plan; and

              (ix) to take such other action, not inconsistent with the terms of
the Plan, as the Plan Administrator deems appropriate.

     5. Eligibility. Awards other than Incentive Stock Options may be granted to
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Employees, Directors and Consultants. Incentive Stock Options may be granted
only to Employees of the Company, a Parent or a Subsidiary. An Employee,
Director or Consultant who has been granted an Award may, if otherwise eligible,
be granted additional Awards. Awards may be granted to such Employees, Directors
or Consultants who are residing in foreign jurisdictions as the Plan
Administrator may determine from time to time.

     6.  Terms and Conditions of Awards.
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              (a) Type of Awards. The Plan Administrator is authorized under the
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Plan to award any type of arrangement to an Employee, Director or Consultant
that is not inconsistent with the provisions of the Plan and that by its terms
involves or might involve the issuance of (i) Shares, (ii) an Option, a SAR or
similar right with a fixed or variable price related to the Fair Market Value of
the Shares and with an exercise or conversion privilege related to the passage
of time, the occurrence of one or more events, or the satisfaction of
performance criteria or other

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<PAGE>

conditions, or (iii) any other security with the value derived from the value of
the Shares. Such awards include, without limitation, Options, SARs, sales or
bonuses of Restricted Stock, Dividend Equivalent Rights, Performance Units or
Performance Shares, and an Award may consist of one such security or benefit, or
two (2) or more of them in any combination or alternative.

              (b) Designation of Award. Each Award shall be designated in the
                  --------------------
Award Agreement. In the case of an Option, the Option shall be designated as
either an Incentive Stock Option or a Non-Qualified Stock Option. However,
notwithstanding such designation, to the extent that the aggregate Fair Market
Value of Shares subject to Options designated as Incentive Stock Options which
become exercisable for the first time by a Grantee during any calendar year
(under all plans of the Company or any Parent or Subsidiary) exceeds $100,000,
such excess Options, to the extent of the Shares covered thereby in excess of
the foregoing limitation, shall be treated as Non-Qualified Stock Options. For
this purpose, Incentive Stock Options shall be taken into account in the order
in which they were granted, and the Fair Market Value of the Shares shall be
determined as of the date the Option with respect to such Shares is granted.

              (c) Conditions of Award. Subject to the terms of the Plan, the
                  -------------------
Plan Administrator shall determine the provisions, terms, and conditions of each
Award including, but not limited to, the Award vesting schedule, repurchase
provisions, rights of first refusal, forfeiture provisions, form of payment
(cash, Shares, or other consideration) upon settlement of the Award, payment
contingencies, and satisfaction of any performance criteria. The performance
criteria established by the Plan Administrator may be based on any one of, or
combination of, increase in share price, earnings per share, total stockholder
return, return on equity, return on assets, return on investment, net operating
income, cash flow, revenue, economic value added, personal management
objectives, or other measure of performance selected by the Plan Administrator.
Partial achievement of the specified criteria may result in a payment or vesting
corresponding to the degree of achievement as specified in the Award Agreement.

              (d) Acquisitions and Other Transactions. The Plan Administrator
                  -----------------------------------
may issue Awards under the Plan in settlement, assumption or substitution for,
outstanding awards or obligations to grant future awards in connection with the
Company or a Related Entity acquiring another entity, an interest in another
entity or an additional interest in a Related Entity whether by merger, stock
purchase, asset purchase or other form of transaction.

              (e) Deferral of Award Payment. The Plan Administrator may
                  -------------------------
establish one or more programs under the Plan to permit selected Grantees the
opportunity to elect to defer receipt of consideration upon exercise of an
Award, satisfaction of performance criteria, or other event that absent the
election would entitle the Grantee to payment or receipt of Shares or other
consideration under an Award. The Plan Administrator may establish the election
procedures, the timing of such elections, the mechanisms for payments of, and
accrual of interest or other earnings, if any, on amounts, Shares or other
consideration so deferred, and such other terms, conditions, rules and
procedures that the Plan Administrator deems advisable for the administration of
any such deferral program.

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<PAGE>

              (f)  Award Exchange Programs. The Plan Administrator may establish
                   -----------------------
one or more programs under the Plan to permit selected Grantees to exchange an
Award under the Plan for one or more other types of Awards under the Plan on
such terms and conditions as determined by the Plan Administrator from time to
time.

              (g)  Separate Programs.  The Plan Administrator may establish one
                   -----------------
or more separate programs under the Plan for the purpose of issuing particular
forms of Awards to one or more classes of Grantees on such terms and conditions
as determined by the Plan Administrator from time to time.

              (h)  Early Exercise.  The Award Agreement may, but need not,
                   --------------
include a provision whereby the Grantee may elect at any time while an Employee,
Director or Consultant to exercise any part or all of the Award prior to full
vesting of the Award. Any unvested Shares received pursuant to such exercise may
be subject to a repurchase right in favor of the Company or a Related Entity or
to any other restriction the Plan Administrator determines to be appropriate.

              (i)  Term of Award.  The term of each Award shall be the term
                   -------------
stated in the Award Agreement, provided, however, that the term of an Incentive
Stock Option shall be no more than ten (10) years from the date of grant
thereof. However, in the case of an Incentive Stock Option granted to a Grantee
who, at the time the Option is granted, 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, the term of the Incentive Stock Option shall be five (5)
years from the date of grant thereof or such shorter term as may be provided in
the Award Agreement.

              (j)  Transferability of Awards.  Incentive Stock Options 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 and may be
exercised, during the lifetime of the Grantee, only by the Grantee; provided,
however, that the Grantee may designate a beneficiary of the Grantee's Incentive
Stock Option in the event of the Grantee's death on a beneficiary designation
form provided by the Plan Administrator. Other Awards may be transferred by gift
or through a domestic relations order to members of the Grantee's Immediate
Family to the extent provided in the Award Agreement or in the manner and to the
extent determined by the Plan Administrator.

              (k)  Time of Granting Awards.  The date of grant of an Award
                   -----------------------
shall for all purposes be the date on which the Plan Administrator makes the
determination to grant such Award, or such other date as is determined by the
Plan Administrator. Notice of the grant determination shall be given to each
Employee, Director or Consultant to whom an Award is so granted within a
reasonable time after the date of such grant.

          7.  Award Exercise or Purchase Price, Consideration, and Taxes.
              ----------------------------------------------------------

              (a) Exercise or Purchase Price. The exercise or purchase price,
                  --------------------------
if any, for an Award shall be as follows:

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<PAGE>

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

                   (A) granted to an Employee who, at the time of the grant of
such Incentive Stock Option 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, the per Share exercise price shall be not less than one hundred ten
percent (110%) of the Fair Market Value per Share on the date of grant; or

                   (B) granted to any Employee other than an Employee described
in the preceding paragraph, the per Share exercise price shall be not less than
one hundred percent (100%) of the Fair Market Value per Share on the date of
grant.

              (ii) In the case of a Non-Qualified Stock Option, the per Share
exercise price shall be not less than fifty percent (50%) of the Fair Market
Value per Share on the date of grant unless otherwise determined by the Plan
Administrator.

              (iii) In the case of other Awards, such price as is determined by
the Plan Administrator.

              (iv) Notwithstanding the foregoing provisions of this Section
7(a), in the case of an Award issued pursuant to Section 6(d), above, the
exercise or purchase price for the Award shall be determined in accordance with
the principles of Section 424(a) of the Code.

          (b) Consideration.  Subject to Applicable Laws, the consideration to
              -------------
be paid for the Shares to be issued upon exercise or purchase of an Award
including the method of payment, shall be determined by the Plan Administrator
(and, in the case of an Incentive Stock Option, shall be determined at the time
of grant). In addition to any other types of consideration the Plan
Administrator may determine, the Plan Administrator is authorized to accept as
consideration for Shares issued under the Plan the following, provided that the
portion of the consideration equal to the par value of the Shares must be paid
in cash or other legal consideration permitted by the Delaware General
Corporation Law:

              (i)  cash;

              (ii) check;

              (iii) delivery of Grantee's promissory note with such recourse,
interest, security, and redemption provisions as the Plan Administrator
determines as appropriate;

              (iv) if the exercise or purchase occurs on or after the
Registration Date, surrender of Shares or delivery of a properly executed form
of attestation of ownership of Shares as the Plan Administrator may require
(including withholding of Shares otherwise deliverable upon exercise of the
Award) which have a Fair Market Value on the date of surrender or attestation
equal to the aggregate exercise price of the Shares as to which said Award shall
be exercised (but only to the extent that such exercise of the Award would not
result in an

                                       9
<PAGE>

accounting compensation charge with respect to the Shares used to pay the
exercise price unless otherwise determined by the Plan Administrator);

              (v) with respect to Options, if the exercise occurs on or after
the Registration Date, payment through a broker-dealer sale and remittance
procedure pursuant to which the Grantee (A) shall provide written instructions
to a Company designated brokerage firm to effect the immediate sale of some or
all of the purchased Shares and remit to the Company, out of the sale proceeds
available on the settlement date, sufficient funds to cover the aggregate
exercise price payable for the purchased Shares and (B) shall provide written
directives to the Company to deliver the certificates for the purchased Shares
directly to such brokerage firm in order to complete the sale transaction; or

              (vi) any combination of the foregoing methods of payment.

          (c) Taxes.  No Shares shall be delivered under the Plan to any
              -----
Grantee or other person until such Grantee or other person has made arrangements
acceptable to the Plan Administrator for the satisfaction of any foreign,
federal, state, or local income and employment tax withholding obligations,
including, without limitation, obligations incident to the receipt of Shares or
the disqualifying disposition of Shares received on exercise of an Incentive
Stock Option. Upon exercise of an Award, the Company shall withhold or collect
from Grantee an amount sufficient to satisfy such tax obligations.

     8.  Exercise of Award.
         -----------------

         (a)  Procedure for Exercise; Rights as a Stockholder.
              -----------------------------------------------

              (i) Any Award granted hereunder shall be exercisable at such times
and under such conditions as determined by the Plan Administrator under the
terms of the Plan and specified in the Award Agreement.

              (ii) An Award 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 Award by the person entitled to exercise the Award and full payment for the
Shares with respect to which the Award is exercised, including, to the extent
selected, use of the broker-dealer sale and remittance procedure to pay the
purchase price as provided in Section 7(b)(v). 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 Shares subject to an Award, notwithstanding the exercise
of an Option or other Award. The Company shall issue (or cause to be issued)
such stock certificate promptly upon exercise of the Award. 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 the Award Agreement
or Section 10, below.

         (b)  Exercise of Award Following Termination of Continuous Service.
              -------------------------------------------------------------

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<PAGE>

              (i) An Award may not be exercised after the termination date of
such Award set forth in the Award Agreement and may be exercised following the
termination of a Grantee's Continuous Service only to the extent provided in the
Award Agreement.

              (ii) Where the Award Agreement permits a Grantee to exercise an
Award following the termination of the Grantee's Continuous Service for a
specified period, the Award shall terminate to the extent not exercised on the
last day of the specified period or the last day of the original term of the
Award, whichever occurs first.

              (iii) Any Award designated as an Incentive Stock Option to the
extent not exercised within the time permitted by law for the exercise of
Incentive Stock Options following the termination of a Grantee's Continuous
Service shall convert automatically to a Non-Qualified Stock Option and
thereafter shall be exercisable as such to the extent exercisable by its terms
for the period specified in the Award Agreement.

     9.  Conditions Upon Issuance of Shares.
         ----------------------------------

         (a)  Shares shall not be issued pursuant to the exercise of an Award
unless the exercise of such Award and the issuance and delivery of such Shares
pursuant thereto shall comply with all Applicable Laws, and shall be further
subject to the approval of counsel for the Company with respect to such
compliance.

         (b) As a condition to the exercise of an Award, the Company may require
the person exercising such Award to represent and warrant at the time of any
such exercise that the Shares are being purchased 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 any
Applicable Laws.

     10.  Adjustments Upon Changes in Capitalization.  Subject to any required
          ------------------------------------------
action by the stockholders of the Company, the number of Shares covered by each
outstanding Award, and the number of Shares which have been authorized for
issuance under the Plan but as to which no Awards have yet been granted or which
have been returned to the Plan, the exercise or purchase price of each such
outstanding Award, the maximum number of Shares with respect to which Options
and SARs may be granted to any Employee in any fiscal year of the Company, as
well as any other terms that the Plan Administrator determines require
adjustment shall be proportionately adjusted for (i) any increase or decrease in
the number of issued Shares resulting from a stock split, reverse stock split,
stock dividend, combination or reclassification of the Shares, or similar event
affecting the Shares, (ii) any other increase or decrease in the number of
issued Shares effected without receipt of consideration by the Company, or (iii)
as the Plan Administrator may determine in its discretion, any other transaction
with respect to Common Stock to which Section 424(a) of the Code applies or any
similar transaction; 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 Plan
Administrator and its determination shall be final, binding and conclusive.
Except as the Plan Administrator determines, no issuance by the Company of
shares of stock of any class, or

                                       11
<PAGE>

securities convertible into shares of stock of any class, shall affect, and no
adjustment by reason hereof shall be made with respect to, the number or price
of Shares subject to an Award.

     11.  Effective Date and Term of Plan. The Plan shall become effective upon
          -------------------------------
the earlier to occur of its adoption by the Board or its approval by the
stockholders of the Company. It shall continue in effect for a term of ten (10)
years unless sooner terminated. Subject to Section 16, below, and Applicable
Laws, Awards may be granted under the Plan upon its becoming effective.

     12.  Amendment, Suspension or Termination of the Plan.
          ------------------------------------------------

          (a) The Board may at any time amend, suspend or terminate the Plan. To
the extent necessary to comply with Applicable Laws, the Company shall obtain
stockholder approval of any Plan amendment in such a manner and to such a degree
as required.

          (b) No Award may be granted during any suspension of the Plan or after
termination of the Plan.

          (c) Any amendment, suspension or termination of the Plan (including
termination of the Plan under Section 11, above) shall not affect Awards already
granted, and such Awards shall remain in full force and effect as if the Plan
had not been amended, suspended or terminated, unless mutually agreed otherwise
between the Grantee and the Plan Administrator, which agreement must be in
writing and signed by the Grantee and the Company.

     13.  Reservation of Shares.
          ---------------------

          (a) The Company, during the term of the Plan, will at all times
reserve and keep available such number of Shares as shall be sufficient to
satisfy the requirements of the Plan.

          (b)  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.

     14.  No Effect on Terms of Employment/Consulting Relationship.  The Plan
          --------------------------------------------------------
shall not confer upon any Grantee any right with respect to the Grantee's
Continuous Service, nor shall it interfere in any way with his or her right or
the Company's right to terminate the Grantee's Continuous Service at any time,
with or without cause.

     15.  No Effect on Retirement and Other Benefit Plans.  Except as
          -----------------------------------------------
specifically provided in a retirement or other benefit plan of the Company or a
Related Entity, Awards shall not be deemed compensation for purposes of
computing benefits or contributions under any retirement plan of the Company or
a Related Entity, and shall not affect any benefits under any other benefit plan
of any kind or any benefit plan subsequently instituted under which the
availability or

                                       12
<PAGE>

amount of benefits is related to level of compensation. The Plan is not a
"Retirement Plan" or "Welfare Plan" under the Employee Retirement Income
Security Act of 1974, as amended.

     16.  Stockholder Approval.  The grant of Incentive Stock Options under the
          --------------------
Plan shall be subject to approval of the Plan by the stockholders of the Company
within twelve (12) months before or after the date the Plan is adopted excluding
Incentive Stock Options issued in substitution for outstanding Incentive Stock
Options pursuant to Section 424(a) of the Code. Such stockholder approval shall
be obtained in the degree and manner required under Applicable Laws. The Plan
Administrator may grant Incentive Stock Options under the Plan prior to approval
by the stockholders, but until such approval is obtained, no such Incentive
Stock Option shall be exercisable. In the event that stockholder approval is not
obtained within the twelve (12) month period provided above, all Incentive Stock
Options previously granted under the Plan shall be exercisable as Non-Qualified
Stock Options.

                                       13

Source: OneCLE Business Contracts.