<SUBMISSION>
<ACCESSION-NUMBER>0001095811-01-500368
<TYPE>S-8
<PUBLIC-DOCUMENT-COUNT>10
<FILING-DATE>20010308
<EFFECTIVENESS-DATE>20010308
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>CISCO SYSTEMS INC
<CIK>0000858877
<ASSIGNED-SIC>3576
<IRS-NUMBER>770059951
<STATE-OF-INCORPORATION>CA
<FISCAL-YEAR-END>0731
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>S-8
<ACT>33
<FILE-NUMBER>333-56756
<FILM-NUMBER>1564101
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>170 WEST TASMAN DR
<CITY>SAN JOSE
<STATE>CA
<ZIP>95134-1706
<PHONE>4085264000
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>225 WEST TASMAN DR
<CITY>SAN JOSE
<STATE>CA
<ZIP>95134-1706
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>f70155ors-8.txt
<DESCRIPTION>FORM S-8
<TEXT>

<PAGE>   1
     As filed with the Securities and Exchange Commission on March 8, 2001
                                                   Registration No. 333-________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                             ----------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

                             ----------------------

                               CISCO SYSTEMS, INC.
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                         <C>
             CALIFORNIA                                 77-0059951
    (State or other jurisdiction            (IRS Employer Identification No.)
  of incorporation or organization)
</TABLE>

                             170 WEST TASMAN DRIVE,
                         SAN JOSE, CALIFORNIA 95134-1706
               (Address of principal executive offices) (Zip Code)

                IPCELL TECHNOLOGIES, INC. 1999 STOCK OPTION PLAN

                RADIATA TECHNOLOGIES, INC. 1999 STOCK OPTION PLAN

                           (Full title of the Plan(s))

                             ----------------------

                                JOHN T. CHAMBERS
                 PRESIDENT, CHIEF EXECUTIVE OFFICER AND DIRECTOR
                               CISCO SYSTEMS, INC.
                              300 EAST TASMAN DRIVE
                         SAN JOSE, CALIFORNIA 95134-1706
                     (Name and address of agent for service)
                                 (408) 526-4000
          (Telephone Number, including area code, of agent for service)

                             ----------------------

                         CALCULATION OF REGISTRATION FEE

<TABLE>
==========================================================================================================================
                                                        Proposed Maximum           Proposed Maximum            Amount of
Title of Securities                  Amount to be      Offering Price per         Aggregate Offering         Registration
to be Registered                     Registered(1)           Share(2)                   Price(2)                   Fee
-------------------                  -------------     ------------------         ------------------         -------------
<S>                                  <C>               <C>                           <C>                     <C>
IPCell Technologies, Inc.
1999 Stock Option Plan
Common Stock, $0.001 par value           643 shares           $7.34                  $    4,720              $  1.18

Radiata Technologies, Inc.
1999 Stock Option Plan
Common Stock, $0.001 par value       386,924 shares           $6.37                  $2,465,884              $616.48

                 Total:              387,567 shares                            Aggregate Registration Fee    $617.66
==========================================================================================================================
</TABLE>

(1)     This Registration Statement shall also cover any additional shares of
        Common Stock which become issuable under the IPCell Technologies, Inc.
        1999 Stock Option Plan and the Radiata Technologies, Inc. 1999 Stock
        Option Plan by reason of any stock dividend, stock split,
        recapitalization or other similar transaction effected without the
        Registrant's receipt of consideration which results in an increase in
        the number of the outstanding shares of Registrant's Common Stock.

(2)     Calculated solely for purposes of this offering under Rule 457(h) of the
        Securities Act of 1933, as amended, on the basis of the weighted average
        exercise price of the outstanding options.


<PAGE>   2

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

        Cisco Systems, Inc. (the "Registrant") hereby incorporates by reference
into this Registration Statement the following documents previously filed with
the Securities and Exchange Commission (the "Commission"):

        (a)     The Registrant's Annual Report on Form 10-K for the fiscal year
                ended July 29, 2000 filed with the Commission on September 29,
                2000, pursuant to Section 13 of the Securities Exchange Act of
                1934, as amended (the "1934 Act");

        (b)     The Registrant's Quarterly Report on Form 10-Q for the quarter
                ended October 28, 2000, filed with the Commission on December
                12, 2000;

        (c)     The Registrant's Current Reports on Form 8-K filed with the
                Commission on December 15, 1999 (as amended on Form 8-K/A filed
                with the Commission on February 3, 2000 and August 4, 2000),
                August 15, 2000, September 7, 2000, September 15, 2000,
                September 26, 2000, September 28, 2000, September 29, 2000,
                November 6, 2000, November 7, 2000, November 13, 2000, November
                15, 2000, November 15, 2000, December 19, 2000, December 21,
                2000, December 27, 2000, February 7, 2001, February 8, 2001,
                February 20, 2001, and February 27, 2001;

        (d)     The Registrant's Registration Statement No. 000-18225 on Form
                8-A filed with the Commission on January 11, 1990, together with
                Amendment No. 1 on Form 8-A/A filed with the Commission on
                February 15, 1990, and including any other amendments or reports
                filed for the purpose of updating such description, in which
                there is described the terms, rights and provisions applicable
                to the Registrant's Common Stock, and;

        (e)     The Registrant's Registration Statement No. 000-18225 on Form
                8-A filed with the Commission on June 11, 1998, including any
                amendments or reports filed for the purpose of updating such
                description, in which there is described the terms, rights and
                provisions applicable to the Registrant's Preferred Stock
                Purchase Rights.

        All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of
this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which de-registers all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any subsequently filed
document which also is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

         Not applicable.


                                      II-1
<PAGE>   3

Item 6.  Indemnification of Directors and Officers

        Section 317 of the California Corporations Code authorizes a court to
award, or a corporation's Board of Directors to grant indemnity to directors and
officers in terms sufficiently broad to permit indemnification (including
reimbursement of expenses incurred) under certain circumstances for liabilities
arising under the Securities Act of 1933, as amended, (the "1933 Act"). The
Registrant's Restated Articles of Incorporation, as amended, and Amended and
Restated Bylaws provide for indemnification of its directors, officers,
employees and other agents to the maximum extent permitted by the California
Corporations Code. In addition, the Registrant has entered into Indemnification
Agreements with each of its directors and officers.

Item 7.  Exemption from Registration Claimed

         Not applicable.

Item 8.  Exhibits

<TABLE>
<CAPTION>
Exhibit Number      Exhibit
--------------      -------
<S>                 <C>
     4              Instruments Defining the Rights of Stockholders. Reference
                    is made to Registrant's Registration Statement No. 000-18225
                    on Form 8-A, together with the amendments and exhibits
                    thereto, which are incorporated herein by reference pursuant
                    to Items 3(d) and 3(e).

     5              Opinion and consent of Brobeck, Phleger & Harrison LLP.

    23.1            Consent of PricewaterhouseCoopers LLP, Independent
                    Accountants.

    23.2            Consent of Brobeck, Phleger & Harrison LLP is contained in
                    Exhibit 5.

    24              Power of Attorney. Reference is made to page II-4 of this
                    Registration Statement.

    99.1            IPCell Technologies, Inc. 1999 Stock Option Plan, as
                    Amended.
    99.2
                    Form of Non-Qualified Stock Option Agreement -- A.
    99.3
                    Form of Non-Qualified Stock Option Agreement -- B.

    99.4            Form of Option Assumption Agreement for IPCell Technologies,
                    Inc.

    99.5            Radiata Technologies, Inc. 1999 Stock Option Plan.

    99.6            Form of Stock Option Agreement.

    99.7            Form of Option Assumption Agreement for Radiata
                    Technologies, Inc.




</TABLE>

Item 9.  Undertakings

        A. The undersigned Registrant hereby undertakes: (1) to file, during any
period in which offers or sales are being made, a post-effective amendment to
this Registration Statement: (i) to include any prospectus required by Section
10(a)(3) of the 1933 Act, (ii) to reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
Registration Statement and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall
not apply if the information required to be included in a post-effective
amendment by those clauses is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference into this Registration Statement; (2) that for the
purpose of determining any liability under the 1933 Act each such post-effective
amendment shall be deemed to be a new registration statement relating to the
securities offered therein and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof; and (3) to remove
from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the IPCell
Technologies, Inc. 1999 Stock Option Plan and the Radiata Technologies, Inc.
1999 Stock Option Plan.


                                      II-2
<PAGE>   4

        B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference into this Registration Statement shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

        C. Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to directors, officers or controlling persons of the Registrant
pursuant to the indemnification provisions summarized in Item 6 or otherwise,
the Registrant has been advised that, in the opinion of the Commission, such
indemnification is against public policy as expressed in the 1933 Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer, or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the 1933 Act and will be governed by the final
adjudication of such issue.


                                      II-3
<PAGE>   5

                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8, and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Jose, State of California on this day of 8th
day of March, 2001.

                                      CISCO SYSTEMS, INC.



                                      By: /s/ John T. Chambers
                                         ---------------------------------------
                                      John T. Chambers
                                      President, Chief Executive Officer and
                                      Director



                                POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints John T. Chambers and Larry R. Carter, and
each of them, as such person's true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for such person and in such
person's name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as such person might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his or her
substitutes, may lawfully do or cause to be done by virtue thereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the dates indicated:

<TABLE>
<CAPTION>
           SIGNATURE                               TITLE                            DATE
           ---------                               -----                            ----
<S>                                <C>                                       <C>
/s/ John T. Chambers               President, Chief Executive Officer        March 8, 2001
-----------------------------      and Director (Principal Executive
John T. Chambers                   Officer)





/s/ Larry R. Carter                Senior Vice President, Finance and        March 8, 2001
-----------------------------      Administration, Chief Financial
Larry R. Carter                    Officer, Secretary and Director
                                   (Principal Financial and Accounting
                                   Officer)





/s/ John P. Morgridge              Chairman of the Board and Director        March 8, 2001
-----------------------------
John P. Morgridge
</TABLE>


                                      II-4
<PAGE>   6

<TABLE>
<CAPTION>
           SIGNATURE                               TITLE                            DATE
           ---------                               -----                            ----
<S>                                <C>                                       <C>
/s/ Donald T. Valentine            Vice Chairman of the Board and            March 8, 2001
-------------------------------    Director
Donald T. Valentine




/s/ James F. Gibbons               Director                                  March 8, 2001
-----------------------------
James F. Gibbons




/s/ Steven M. West                 Director                                  March 8, 2001
-----------------------------
Steven M. West




/s/ Edward R. Kozel                Director                                  March 8, 2001
-----------------------------
Edward R. Kozel




/s/ Carol A. Bartz                 Director                                  March 8, 2001
-----------------------------
Carol A. Bartz




/s/ James C. Morgan                Director                                  March 8, 2001
-----------------------------
James C. Morgan




/s/ Mary Cirillo                   Director                                  March 8, 2001
-----------------------------
Mary Cirillo




/s/ Arun Sarin                     Director                                  March 8, 2001
-----------------------------
Arun Sarin




/s/ Jerry Yang                     Director                                  March 8, 2001
-----------------------------
Jerry Yang




/s/ Carly Fiorina                  Director                                  March 8, 2001
-----------------------------
Carly Fiorina
</TABLE>


                                      II-5
<PAGE>   7

                                  EXHIBIT INDEX


<TABLE>
<CAPTION>
Exhibit Number      Exhibit
--------------      -------
<S>                 <C>
     4              Instruments Defining the Rights of Stockholders. Reference
                    is made to Registrant's Registration Statement No. 000-18225
                    on Form 8-A, together with the amendments and exhibits
                    thereto, which are incorporated herein by reference pursuant
                    to Items 3(d) and 3(e).

     5              Opinion and consent of Brobeck, Phleger & Harrison LLP.

    23.1            Consent of PricewaterhouseCoopers LLP, Independent
                    Accountants.

    23.2            Consent of Brobeck, Phleger & Harrison LLP is contained in
                    Exhibit 5.

    24              Power of Attorney. Reference is made to page II-4 of this
                    Registration Statement.

    99.1            IPCell Technologies, Inc. 1999 Stock Option Plan, as
                    Amended.
    99.2
                    Form of Non-Qualified Stock Option Agreement -- A.
    99.3
                    Form of Non-Qualified Stock Option Agreement -- B.

    99.4            Form of Option Assumption Agreement for IPCell Technologies,
                    Inc.

    99.5            Radiata Technologies, Inc. 1999 Stock Option Plan.

    99.6            Form of Stock Option Agreement.

    99.7            Form of Option Assumption Agreement for Radiata
                    Technologies, Inc.
</TABLE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>2
<FILENAME>f70155orex5.txt
<DESCRIPTION>EXHIBIT 5
<TEXT>

<PAGE>   1

                                                                       EXHIBIT 5

                                    EXHIBIT 5

             OPINION AND CONSENT OF BROBECK, PHLEGER & HARRISON LLP



                                 March 8, 2001


Cisco Systems, Inc.
170 West Tasman Drive
San Jose, California 95134-1706

        Re:     Cisco Systems, Inc. -- Registration Statement for Offering of
                387,567 Shares of Common Stock

Dear Ladies and Gentlemen:

        We have acted as counsel to Cisco Systems, Inc., a California
corporation (the "Company"), in connection with the registration on Form S-8
(the "Registration Statement") under the Securities Act of 1933, as amended, of
387,567 shares of common stock (the "Shares") and related stock options under
the IPCell Technologies, Inc. 1999 Stock Option Plan and the Radiata
Technologies, Inc. 1999 Stock Option Plan (the "Plans").

        This opinion is being furnished in accordance with the requirements of
Item 8 of Form S-8 and Item 601(b)(5)(i) of Regulation S-K.

        We have reviewed the Company's charter documents and the corporate
proceedings taken by the Company in connection with the assumption of the Plans
and the outstanding options thereunder. Based on such review, we are of the
opinion that if, as and when the Shares are issued and sold (and the
consideration therefor received) pursuant to the provisions of option agreements
duly authorized under the Plans and in accordance with the Registration
Statement, such Shares will be duly authorized, legally issued, fully paid and
nonassessable.

        We consent to the filing of this opinion letter as Exhibit 5 to the
Registration Statement.

        This opinion letter is rendered as of the date first written above and
we disclaim any obligation to advise you of facts, circumstances, events or
developments which hereafter may be brought to our attention and which may
alter, affect or modify the opinion expressed herein. Our opinion is expressly
limited to the matters set forth above and we render no opinion, whether by
implication or otherwise, as to any other matters relating to the Company, the
Plans or the Shares.


                                      Very truly yours,



                                      /S/ BROBECK, PHLEGER & HARRISON LLP

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>3
<FILENAME>f70155orex23-1.txt
<DESCRIPTION>EXHIBIT 23.1
<TEXT>

<PAGE>   1
                                                                    EXHIBIT 23.1


         CONSENT OF PRICEWATERHOUSECOOPERS LLP, INDEPENDENT ACCOUNTANTS



We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our reports dated August 8, 2000 relating to the
consolidated financial statements and financial statement schedule, which appear
in Cisco Systems, Inc.'s Annual Report on Form 10-K for the year ended July 29,
2000.

PricewaterhouseCoopers LLP

San Jose, California
March 7, 2001


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>4
<FILENAME>f70155orex99-1.txt
<DESCRIPTION>EXHIBIT 99.1
<TEXT>

<PAGE>   1

                                                                    EXHIBIT 99.1

                           IPCELL TECHNOLOGIES, INC.
                             1999 STOCK OPTION PLAN

                                     PURPOSE

        IPCell Technologies, Inc. (the "Company") adopts this IPCell
Technologies, Inc. 1999 Stock Option Plan (the "Plan") to attract and retain key
employees, key consultants, and Outside Directors of the Company and to provide
such persons with a proprietary interest in the Company through the granting of
Incentive Stock Options or Nonqualified Stock Options which will:

                (a)     increase the interest of such employees, consultants,
                        and Outside Directors in the Company's welfare;

                (b)     furnish an incentive to such persons to continue their
                        services for the Company; and

                (c)     provide a means through which the Company may attract
                        able persons to enter its employ.

                                    ARTICLE I
                                   DEFINITIONS

        For the purpose of this Plan, unless the context requires otherwise, the
following terms shall have the meanings indicated:

        "AFFILIATE" has the meaning set forth under Rule 405 promulgated under
the Securities Act of 1933.

        "BOARD" means the board of directors of the Company.

        "CAUSE" means (i) acts of fraud or dishonesty in the course of
employment, (ii) violations of law causing material harm to the Company, (iii)
substance abuse causing harm to the Company or impairing performance, (iv)
conviction of a felony involving moral turpitude, or (v) insubordination,
dereliction of duties, habitual absenteeism, or material failure to follow
reasonable Company instructions after (solely in the case of this clause (v))
notice to Participant and Participant's failure to correct same within the time
period specified in the notice, which time period shall be not less than ten
(10) business days.

        "CODE" means the Internal Revenue Code of 1986, as amended from time to
time.

        "COMMON STOCK" means the common stock which the Company is currently
authorized to issue or may in the future be authorized to issue.

        "COMPANY" means IPCell Technologies, Inc., a Texas corporation.

        "DATE OF GRANT" means the effective date on which a Stock Option is
awarded to a Participant as set forth in the Stock Option Agreement.



<PAGE>   2

        "DISABILITY" means total and permanent disability or the equivalent
thereof as defined in the Company's long-term disability plan for which the
Participant is eligible or, if the Participant is not eligible to participate in
any such plan, total and permanent disability as defined in Section 22(e) of the
Code.

        "ELIGIBLE PARTICIPANT" shall have the meaning set forth in Section 5.1
hereof.

        "FAIR MARKET VALUE" means the most recent valuation of Common Stock as
determined by the Board in good faith. The Board may in its discretion appoint
an Independent Third Party to determine the Fair Market Value. As of any
Valuation Date The date as of which any valuation is performed is the "Valuation
Date" of that valuation. A valuation shall be performed at least annually, and
if the Valuation Date of the most recent valuation is more than 12 months prior
to the event for which the Fair Market Value of the Common Stock must be
determined, a valuation shall be performed as of a date which is no earlier than
the end of the most recently completed calendar quarter. In addition, the
Company may, at any time, require a new valuation to be performed as of a
Valuation Date which is no earlier than the end of the most recently completed
calendar quarter, and such new valuation shall apply to all events occurring
after the end of such Valuation Date. The Fair Market Value of the Common Stock
shall be determined by applying all appropriate discounts, including minority
interest and lack of marketability.

        "INCENTIVE STOCK OPTION" means an option to purchase shares of Common
Stock granted to an Eligible Participant pursuant to Article V and which is
intended to qualify as an incentive stock option under Section 422 of the Code.

        "INDEPENDENT THIRD PARTY" means an individual or entity independent of
the Company having experience in providing investment banking or similar
appraisal or valuation services and with expertise generally in the valuation of
securities or other property for purposes of this Plan. The Company's
independent accountants shall be deemed to satisfy the criteria for an
Independent Third Party if selected by the Board for that purpose. The Board may
utilize one or more Independent Third Parties.

        "LIQUIDITY EVENT" means the occurrence of any of the following events:
(a) the consummation of the Company's Public Offering; (b) the consummation or
effectiveness of a sale of all or substantially all of the Company's assets to
any other corporation or business entity (excluding any such transaction with an
Affiliate of the Company provided that such Affiliate assumes the obligations of
the Company under this Plan); or (c) an event or series of related events
including, without limitation, mergers, consolidations, share exchanges, sales
of shares, share repurchases or public offerings, the result of which is the
disposition to any entity, other than to an Affiliate that assumes the
obligations of the Company under this Plan, of shares representing a majority of
the voting power of the capital stock of the Company entitled to vote generally
in the election of directors of the Company outstanding immediately prior to the
effectiveness of such disposition.

        "NONQUALIFIED STOCK OPTION" means an option to purchase shares of Common
Stock granted to a Participant pursuant to Article IV and which is not intended
to qualify as an incentive stock option under Section 422 of the Code.



                                       2
<PAGE>   3

        "OUTSIDE DIRECTOR" means any member of the Board who is not an employee
of the Company or any Subsidiary.

        "PARTICIPANT" means any employee, consultant, or Outside Director of the
Company or any Subsidiary of the Company who is, or who is proposed to be, a
recipient of a Stock Option.

        "PLAN" means the IPCell Technologies, Inc. 1999 Stock Option Plan, as
amended from time to time.

        "PUBLIC OFFERING" means consummation of one or a series of firmly
underwritten public offerings by the Company, pursuant to registration
statements filed by the Company with the Securities and Exchange Commission,
resulting in gross proceeds to the Company of at least $15,000,000.

        "RETIREMENT" means the Participant's Termination of Service upon or
after the Participant attaining the age of 65

        "SPREAD" shall have the meaning set forth in Article XII hereof.

        "STOCK DIVIDEND" means a dividend or other distribution declared on the
shares of Common Stock payable in (i) capital stock of the Company or any
Subsidiary of the Company, or (ii) rights, options or warrants to receive or
purchase capital stock of the Company or any Subsidiary of the Company, or (iii)
securities convertible into or exchangeable for capital stock of the Company or
any Subsidiary of the Company, or (iv) any capital stock received upon the
exercise of, or with respect to, the foregoing.

        "STOCK OPTION" shall mean an Incentive Stock Option or a Nonqualified
Stock Option granted pursuant to the Plan.

        "STOCK OPTION AGREEMENT" means a written agreement between the Company
and a Participant that sets forth the terms, conditions and limitations
applicable to a Stock Option.

        "SUBSIDIARY" means any corporation in an unbroken chain of corporations
beginning with the Company if, at the time of granting of the Stock Option, each
of the corporations other than the last corporation in the unbroken chain owns
stock possessing 50% or more of the total combined voting power of all classes
of stock in one of the other corporations in the chain, and "Subsidiaries" means
more than one of any such corporations.

        "TERMINATION" or "TERMINATION OF SERVICE" occurs when a Participant who
is an employee, consultant, or Outside Director of the Company or any Subsidiary
shall cease to serve as an employee, consultant, or Outside Director of the
Company and all of its Subsidiaries, for any reason.

        "TRANSFER" shall mean any direct or indirect sale, assignment, gift,
devise, pledge, hypothecation or other encumbrance, or any other disposition of
Common Stock (or any interest in or voting power of Shares) either voluntarily
or by operation of law.



                                       3
<PAGE>   4

                                   ARTICLE II
                                 ADMINISTRATION

        Subject to the terms of this Article II, the Plan shall be administered
by the Board or such committee of the Board as is designated by the Board to
administer the Plan (the "Committee"). The Committee shall consist of at least
two members. Any member of the Committee may be removed at any time, with or
without cause, by resolution of the Board. Any vacancy occurring in the
membership of the Committee may be filled by appointment by the Board.

        The Board shall select one of its members to act as the Chairman of the
Committee, and the Committee shall make such rules and regulations for its
operation as it deems appropriate. A majority of the Committee shall constitute
a quorum, and the actions of a majority of the members of the Committee present
at a meeting at which a quorum is present shall be the actions of the Committee.
Subject to the terms hereof, the Committee shall have exclusive power to:

        a.      Designate, from time to time, the particular key employees, key
                consultants, and Outside Directors of the Company to whom Stock
                Options will be granted;

        b.      Designate the time or times when Stock Options will be granted;

        c.      Determine the number of shares of Common Stock subject to
                issuance pursuant to any Stock Option award, and all of the
                terms, conditions, restrictions and limitations, if any, of an
                award of Stock Options, including the time and conditions of
                exercise or vesting;

        d.      Accelerate the vesting or exercise of any Stock Options when
                such actions would be in the best interests of the Company;

        e.      Interpret the Plan, prescribe, amend, and rescind any rules and
                regulations necessary or appropriate for the administration of
                the Plan; and

        f.      Make such other determinations and take such other action as it
                deems necessary or advisable in connection with the foregoing.

        The Committee shall have full authority and responsibility to administer
the Plan, including authority to interpret and construe any provision of the
Plan and the terms of any Stock Options issued under it and to adopt such rules
and regulations for administering the Plan as it may deem necessary. Except as
provided below, any interpretation, determination, or other action made or taken
by the Committee shall be final, binding, and conclusive on all interested
parties, including the Company and all Participants. The Committee may delegate
to the President of the Company and to other senior officers of the Company its
duties under this Plan pursuant to such conditions or limitations as the
Committee may establish. In the event that the Board does not appoint a
Committee, then the Board shall administer this Plan, and unless and until a
Committee is so appointed, all references in this Plan to the "Committee" shall
be construed to mean, except where the context otherwise requires, the Board.



                                       4
<PAGE>   5

                                   ARTICLE III
                           SHARES SUBJECT TO THE PLAN

        Subject to the provisions of Articles XI and XII of the Plan, the
maximum number of shares of Common Stock issuable pursuant to the exercise of
Stock Options granted under the Plan shall be 1,146,000 shares of Common Stock.
The Board and the appropriate officers of the Company shall from time to time
take whatever actions are necessary to execute, acknowledge, file and deliver
any documents required to be filed with or delivered to any governmental
authority or any stock exchange or transaction reporting system on which shares
of Common Stock are listed or quoted in order to make shares of Common Stock
available for issuance pursuant to this Plan. Shares of Common Stock subject to
Stock Options that (i) are forfeited or terminated, (ii) expire unexercised,
(iii) are settled in cash in lieu of Common Stock, or (iv) are exchanged for
Common Stock owned by the Participant upon exercise of a Stock Option, shall
immediately become available for the subsequent granting of Stock Options;
provided, however, that in no event shall more than 1,146,000 shares of Common
Stock issued under this Plan be issued subject to an Incentive Stock Option.
Shares to be distributed and sold may be made available from either authorized
but unissued Common Stock or Common Stock held by the Company in its treasury.

                                   ARTICLE IV
                               Stock Option Grants

        4.1 Eligibility. The Committee shall, from time to time, select the
particular key employees, key consultants, and Outside Directors of the Company
and its Subsidiaries to whom the Stock Options are to be granted in recognition
of each such Participant's contribution to the Company's or a Subsidiary's
success.

        4.2 Grant of Stock Options. All grants of Stock Options under this
Article IV shall be awarded by the Committee. Each grant of Stock Options shall
be evidenced by a Stock Option Agreement setting forth the total number of
shares subject to the Stock Option, the option exercise price, the term of the
Stock Option, the vesting schedule, and such other terms and provisions as are
approved by the Committee, but, except to the extent permitted herein, are not
inconsistent with the Plan. In the case of an Incentive Stock Option, the Stock
Option Agreement shall also include provisions that may be necessary to assure
that the option is an incentive stock option under the Code. The Company shall
execute Stock Option Agreements upon instructions from the Committee.

        4.3 Exercise Price. The exercise price for a Nonqualified Stock Option
shall be no less than ten percent (10%) of the Fair Market Value per share of
the Common Stock on the Date of Grant. The exercise price for an Incentive Stock
Option shall be determined by the Committee and shall be an amount not less than
the Fair Market Value per share of the Common Stock on the Date of Grant.
Notwithstanding anything to the contrary contained in this Section 4.3, the
exercise price of each Stock Option granted pursuant to the Plan shall not be
less than the par value per share of the Common Stock.

        4.4 Option Period. The option period will begin and terminate on the
respective dates specified by the Committee, but may not terminate later than
ten years from the Date of Grant.



                                       5
<PAGE>   6

No Stock Option granted under the Plan may be exercised at any time after the
expiration of its option period. The Committee may provide for the vesting and
exercise of Stock Options in installments and upon such terms, conditions and
restrictions as it may determine.

                                    ARTICLE V
                        LIMITS ON INCENTIVE STOCK OPTIONS

        5.1 Option Period. Notwithstanding the provisions of Section 4.4 hereof,
if a Participant eligible to receive a grant of an Incentive Stock Option under
Section 422 of the Code (an "Eligible Participant") owns or is deemed to own (by
reason of the attribution rules of Section 424(d) of the Code) more than 10% of
the combined voting power of all classes of stock of the Company (or any
Subsidiary of the Company) and an Incentive Stock Option is granted to such
Eligible Participant, the option period term of such Incentive Stock Option (to
the extent required by the Code at the time of grant) shall be no more than five
years from the Date of Grant. In addition, the option price of any such
Incentive Stock Option granted to any such Eligible Participant owning more than
10% of the combined voting power of all classes of stock of the Company (or any
Subsidiary of the Company) shall be at least 110% of the Fair Market Value of
the Common Stock on the Date of Grant.

        5.2 Limitation on Exercises of Shares Subject to Incentive Stock
Options. To the extent required by the Code for incentive stock options, the
exercise of Incentive Stock Options granted under the Plan shall be subject to
the $100,000 calendar year limit as set forth in Section 422(d) of the Code; to
the extent that any grant exceeds such $100,000 calendar year limit, the portion
of such granted Stock Option shall be deemed a Nonqualified Stock Option.

        5.3 Disqualifying Disposition. If Common Stock acquired upon exercise of
an Incentive Stock Option is disposed of by an Eligible Participant prior to the
expiration of either two years from the Date of Grant of such Stock Option or
one year from the transfer of shares to such Eligible Participant pursuant to
the exercise of such Stock Option, or in any other disqualifying disposition
within the meaning of Section 422 of the Code, such Eligible Participant shall
notify the Company in writing of the date and terms of such disposition. A
disqualifying disposition by an Eligible Participant shall not affect the status
of any other Stock Option granted under the Plan as an incentive stock option
within the meaning of Section 422 of the Code.

        5.4 Termination. Notwithstanding the provisions of Article VIII, the
option period of an Eligible Participant's Incentive Stock Options shall
terminate no later than ninety (90) days after such Participant's Termination of
Service with the Company and its Subsidiaries; provided that if such service
terminates by reason of the death or Disability of the Participant, then the
option period of such Participant's Incentive Stock Options shall terminate no
later than twelve (12) months after such termination by reason of death or
Disability.

                                   ARTICLE VI
                   EXERCISE OF STOCK OPTIONS; RESTRICTED STOCK

        6.1 Exercise of Options.



                                       6
<PAGE>   7

                (a) Stock Options granted to Participants shall be exercisable
                in accordance with the terms of the applicable Stock Option
                Agreement that are not inconsistent with the Plan.

                (b) A Stock Option may be exercised solely by the Participant
                during his lifetime, by the Participant's guardian if the
                Participant is incapacitated as a result of a Disability, or
                after the Participant's death by the person or persons entitled
                thereto under his will or the laws of descent and distribution.
                In the event that such a person exercises a Stock Option, all
                rights, responsibilities, conditions, limitations or
                restrictions that would be applicable to the Participant shall
                be applicable to the person exercising the Stock Option.

                (c) The purchase price of the shares as to which a Stock Option
                is exercised shall be paid in full at the time of the exercise.
                The full purchase price of shares purchased shall be paid upon
                exercise of the Stock Option in cash, by the delivery of shares
                of Common Stock previously owned by the Participant, or in any
                other manner which the Committee may in its discretion approve
                or authorize, in the amount of the full purchase price of the
                shares purchased.

                (d) No holder of a Stock Option shall be, or have any of the
                rights or privileges of, a stockholder of the Company in respect
                of any shares subject to any Stock Option unless and until
                certificates evidencing such shares shall have been issued by
                the Company to such holder.

        6.2 Restricted Stock. In the event that a Participant exercises a Stock
Option prior to a Public Offering, the following restrictions and conditions
will apply to the shares of Common Stock (the "Restricted Stock") issued to the
Participant upon such exercise:

                (a) Restriction Period. Except as otherwise provided in the
        Plan, the restrictions place on the Restricted Stock, and any Stock
        Dividend paid on or with respect to such Restricted Stock (which shall
        also be deemed Restricted Stock), under this Article VI shall continue
        from the date of exercise to the date of a Public Offering (such period
        of restriction being referred to herein as the "Restriction Period").

                (b) Rights with Respect to Restricted Stock. During the
        Restriction Period, the Participant shall have the right to receive any
        dividends on his or her Restricted Stock (and any Stock Dividends paid
        on such Restricted Stock), but the Participant shall not have the right
        to vote any Restricted Stock or Stock Dividends paid on such shares.
        Contemporaneous with the exercise of any Stock Option, the Participant
        shall also be required to execute an irrevocable proxy with respect to
        all such shares exercised thereunder designating the Committee to vote
        such shares on all issues. Each Participant who is to receive Restricted
        Stock shall be issued a stock certificate in respect of such shares of
        Restricted Stock, registered in the name of the Participant, which shall
        bear an appropriate legend referring to the restrictions applicable to
        such Restricted Stock, to read substantially in the following form:



                                       7
<PAGE>   8

                "The transferability of this certificate and the shares of stock
                represented hereby are subject to the terms and conditions of
                the IPCell Technologies, Inc. 1999 Stock Option Plan. A copy of
                such Plan is on file in the primary offices of IPCell
                Technologies, Inc."

        Upon receipt of the stock certificate or certificates representing the
        Restricted Stock, the Participant shall endorse such certificates or
        certificates in blank or execute stock powers in form satisfactory to
        the Company in blank and deliver such certificate or certificates and
        executed stock powers to the Company.

                (c) Right of First Refusal.

                        (i) Voluntary Transfer. Prior to any voluntary Transfer
                        of any shares of Restricted Stock during a Participant's
                        lifetime, the Participant shall first give written
                        notice to the Company of his intention to Transfer all
                        or a portion of his shares of Restricted Stock. If the
                        proposed Transfer is a purchase, the notice shall
                        contain a conformed copy of the proposed transferee's
                        offer to purchase and shall describe the number of
                        shares of Restricted Stock involved, the price per
                        share, the terms and consideration of payment, and the
                        name of the proposed transferee. The Participant's
                        written notice of proposed Transfer shall constitute an
                        offer, irrevocable for sixty (60) days, to sell the
                        offered shares of Restricted Stock in whole or in part
                        to the Company. For a period of sixty (60) days after
                        the Company receives the written notice of proposed
                        Transfer, the Company shall have the right to elect to
                        purchase all or any portion of the offered shares of
                        Restricted Stock at the price described in the notice.
                        If the Company desires to accept in whole or in part the
                        offer to sell, the Company shall signify acceptance and
                        the number of shares of Restricted Stock to be purchased
                        by written notice to the Participant within the sixty
                        (60) day option period. If the Company fails to notify
                        the Participant of its election or if the Company's
                        notice to the Participant shall specify for purchase
                        less than the whole number of shares of Restricted Stock
                        offered by the Participant, the offer by the Participant
                        to the Company to the extent not accepted shall lapse
                        sixty (60) days after the Company receives the written
                        notice of proposed Transfer.

                        (ii) Involuntary Transfer. Whenever a Participant has
                        any notice or knowledge of any attempted, impending or
                        consummated involuntary Transfer, or lien or charge upon
                        any of his shares of Restricted Stock, whether by
                        operation of law or otherwise, he shall give immediate
                        written notice to the Company. Whenever the Company has
                        notice or knowledge of any such attempted, impending or
                        consummated involuntary Transfer, lien or charge, it
                        shall give written notice to the Participant. In either
                        case, the Participant agrees to immediately disclose to
                        the Company all pertinent information in his possession
                        relating to the Transfer. If any share of Restricted
                        Stock is subjected to an involuntary Transfer, lien or
                        charge, the Company shall at all times have the
                        immediate and continuing



                                       8
<PAGE>   9

                        option to purchase the shares of Restricted Stock upon
                        notice by the Company to the Participant or other record
                        holder at the Fair Market Value as of the date of such
                        purchase. Any shares of Restricted Stock so purchased
                        shall in every case be free and clear of the Transfer,
                        lien or charge. The purchase price shall first be paid
                        directly to the holder of the encumbrance on the shares
                        of Restricted Stock in an amount sufficient to discharge
                        the obligation underlying, and release, the encumbrance.
                        The balance of the purchase price, if any, shall be paid
                        to the selling Participant.

                        (iii) Transfers in Bankruptcy. If a Participant is the
                        named debtor in bankruptcy or receivership proceedings
                        and a Transfer of shares of Restricted Stock is proposed
                        or directed, the Company shall have a right of first
                        refusal to purchase the named debtor Participant's
                        shares of Restricted Stock to the same extent as if that
                        Transfer constituted an offer to purchase shares of
                        Restricted Stock under Section 6.2(c)(i), and the
                        provisions of Section 6.2(c)(i) shall accordingly
                        control the exercise of this right of first refusal.

                        (iv) Rights in Transferred Shares. If the Company fails
                        to purchase the Restricted Stock subject to a Transfer,
                        (i) such Restricted Stock shall remain subject to the
                        restrictions set forth in this Section 6.2 (the term
                        "Participant" being deemed to apply to the transferee
                        and any subsequent transferee) and (ii) the Company may
                        at any time after the Transfer, upon notice to the
                        transferee or any subsequent transferee, purchase the
                        transferred Restricted Stock at the Fair Market Value as
                        of the date of such purchase.

                        (v) Subject to Stockholders' Agreement. The Company may
                        expressly provide in any Participant's Stock Option
                        Agreement that the right of first refusal granted to the
                        Company in this Section 6.2 shall be superseded and
                        supplanted by any right of first refusal set forth in
                        any stockholders', shareholders', or other similar
                        agreement that is applicable to such Participant.

                (d) Call. The Company shall have the right at any time to
                purchase from the Participant for cash any and all shares of
                Restricted Stock acquired pursuant to the exercise of a Stock
                Option at the Fair Market Value of such shares as of the date of
                purchase.

                (e) Payment of Purchase Price for Restricted Stock. The payment
                of the aggregate purchase price of the Restricted Stock
                contemplated by Section 6.2(c) or Section 6.2(d) shall be paid
                in cash (including the fair market value of any noncash
                consideration to be paid in the proposed Transfer, as determined
                in good faith by the Board), by a promissory note of the
                Company, or both, with any such promissory note to be paid
                within three years of the date of notice of the Transfer of the
                Restricted Stock. The promissory note shall provide for equal
                annual



                                       9
<PAGE>   10

                principal payments plus accrued interest at the applicable
                federal rate for the month in which such promissory note is
                executed.

                (f) Bring-Along. The Board may, upon the occurrence of an event
                specified in clause (b) or (c) of the definition of a Liquidity
                Event contained herein, require the Participant to sell any or
                all shares of Restricted Stock acquired pursuant to the exercise
                of a Stock Option (whether or not exercised pursuant to such
                Liquidity Event) to any entity to which shares of Restricted
                Stock are transferred pursuant to such Liquidity Event on the
                same terms and conditions applicable to the shares affected,
                changed or receiving consideration in the Liquidity Event.

                                   ARTICLE VII
                             TERMINATION OF SERVICE

        Upon the Termination of Service of a Participant for any reason, the
specific Stock Option Agreement shall govern the treatment of any unexercised
Stock Options. In the event of such a Termination, the Committee may, in its
discretion, provide for the extension of the exercisability of a Stock Option
for any period that is not beyond the applicable expiration date thereof,
accelerate the vesting or exercisability of a Stock Option, eliminate or make
less restrictive any restrictions contained in a Stock Option, waive any
restriction or other provision of this Plan or a Stock Option or otherwise amend
or modify the Stock Option in any manner that is either (a) not adverse to such
Participant or (b) consented to by such Participant.

        Notwithstanding the foregoing, an individual grant of a Stock Option
to a Participant under the Plan may provide, pursuant to the terms of the
particular Stock Option Agreement, more restrictive terms than those contained
in this Plan concerning any exercise of such Stock Option with respect to any
Termination of Service by such Participant.

                                  ARTICLE VIII
                           AMENDMENT OR DISCONTINUANCE

        Subject to the limitations set forth in this Article VIII, the Board may
at any time and from time to time, without the consent of the Participants,
alter, amend, revise, suspend, or discontinue the Plan in whole or in part. In
the event of any amendment to the Plan, the holder of any Stock Option
outstanding under the Plan shall, upon request of the Committee and as a
condition to the exercisability thereof, execute a conforming amendment in the
form prescribed by the Committee to any Stock Option Agreement relating thereto
within such reasonable time as the Committee shall specify in such request.
Notwithstanding anything contained in this Plan to the contrary, unless required
by law, no action contemplated or permitted by this Article VIII shall adversely
affect any rights of Participants or obligations of the Company to Participants
with respect to any Stock Options theretofore granted under the Plan without the
consent of the affected Participant.

                                   ARTICLE IX
                               EFFECT OF THE PLAN

        Neither the adoption of this Plan nor any action of the Board or the
Committee shall be deemed to give any employee, consultant, or Outside Director
any right to be granted a Stock



                                       10
<PAGE>   11

Option or to purchase or receive Common Stock of the Company or any other rights
except as may be evidenced by a Stock Option Agreement, or any amendment
thereto, duly authorized by and executed on behalf of the Company and then only
to the extent of and upon and subject to the terms and conditions expressly set
forth therein.

                                    ARTICLE X
                                      TERM

        The Plan shall be submitted to the Company's stockholders for their
approval. Unless sooner terminated by action of the Board, the Plan will
terminate on July 15, 2009. Stock Options under the Plan may not be granted
after that date, but Stock Options granted before that date will continue to be
effective in accordance with their terms and conditions.

                                   ARTICLE XI
                               CAPITAL ADJUSTMENTS

        If at any time while the Plan is in effect or unexercised Stock Options
are outstanding there shall be any increase or decrease in the number of issued
and outstanding shares of Common Stock through the declaration of a Stock
Dividend or through any recapitalization resulting in a stock split-up,
combination, or exchange of shares of Common Stock, then and in such event:

                        (i) An appropriate adjustment shall be made in the
                maximum number of shares of Common Stock then subject to being
                awarded under grants pursuant to the Plan, to the end that the
                same proportion of the Company's issued and outstanding shares
                of Common Stock shall continue to be subject to being so
                awarded; and

                        (ii) Appropriate adjustments shall be made in the number
                of shares of Common Stock and the exercise price per share
                thereof then subject to purchase pursuant to each such Stock
                Option previously granted and unexercised, to the end that the
                same proportion of the Company's issued and outstanding shares
                of Common Stock in each instance shall remain subject to
                purchase at the same aggregate exercise price.

        Any fractional shares resulting from any adjustment made pursuant to
this Article XI shall be eliminated for the purposes of such adjustment. Except
as otherwise expressly provided herein, the issuance by the Company of shares of
its capital stock of any class, or securities convertible into shares of capital
stock of any class, either in connection with direct sale or upon the exercise
of rights or warrants to subscribe therefor, or upon conversion of shares or
obligations of the Company convertible into such shares or other securities,
shall not affect, and no adjustment by reason thereof shall be made with respect
to, the number of or exercise price of shares of Common Stock then subject to
outstanding Stock Options granted under the Plan.



                                       11
<PAGE>   12

                                   ARTICLE XII
                   RECAPITALIZATION, MERGER AND CONSOLIDATION

                (a) The existence of this Plan and Stock Options granted
        hereunder shall not affect in any way the right or power of the Company
        or its stockholders to make or authorize any or all adjustments,
        recapitalizations, reorganizations or other changes in the Company's
        capital structure or its business, or any merger or consolidation of the
        Company, or any issue of bonds, debentures, preferred or prior
        preference stocks ranking prior to or otherwise affecting the Common
        Stock or the rights thereof (or any rights, options or warrants to
        purchase same), or the dissolution or liquidation of the Company, or any
        sale or transfer of all or any part of its assets or business, or any
        other corporate act or proceeding, whether of a similar character or
        otherwise.

                (b) Subject to any required action by the stockholders, if the
        Company shall be the surviving or resulting corporation in any merger or
        consolidation, any outstanding Stock Option granted hereunder shall
        pertain to and apply to the securities or rights (including cash,
        property or assets) to which a holder of the number of shares of Common
        Stock subject to the Stock Option would have been entitled.

                (c) In the event of any reorganization, merger or consolidation
        pursuant to which the Company is not the surviving or resulting
        corporation, or of any proposed sale of substantially all of the assets
        of the Company, there may be substituted for each share of Common Stock
        subject to the unexercised portions of such outstanding Stock Option
        that number of shares of each class of stock or other securities or that
        amount of cash, property or assets of the surviving or consolidated
        company which were distributed or distributable to the stockholders of
        the Company in respect of each share of Common Stock held by them, such
        outstanding Stock Options to be thereafter exercisable for such stock,
        securities, cash or property in accordance with their terms.
        Notwithstanding the foregoing, however, the Board, in its sole
        discretion, may cancel all such Stock Options as of the effective date
        of any such reorganization, merger or consolidation, or of any such
        proposed sale of substantially all of the assets of the Company, or of
        any dissolution or liquidation of the Company, and either:

                        (i) give notice to each holder thereof or his personal
                representative of its intention to cancel such Stock Options and
                permit the purchase during the thirty (30) day period next
                preceding such effective date of any or all of the shares
                subject to such outstanding Stock Options, including shares as
                to which such Stock Options would not otherwise be exercisable;
                or

                        (ii) pay the holder thereof an amount equal to a
                reasonable estimate of an amount (hereinafter the "Spread")
                equal to the difference between the net amount per share payable
                in such transaction or as a result of such transaction, less the
                exercise price of such Stock Options. In estimating the Spread,
                appropriate adjustments to give effect to the existence of the
                Stock Options shall be made, such as deeming the Stock Options
                to have been exercised, with the Company receiving the exercise
                price payable thereunder, and treating the shares receivable
                upon exercise of the Options as being outstanding in determining
                the



                                       12
<PAGE>   13

                net amount per share. In cases where the proposed transaction
                consists of the acquisition of assets of the Company, the net
                amount per share shall be calculated on the basis of the net
                amount receivable with respect to shares of Common Stock upon a
                distribution and liquidation by the Company after giving effect
                to expenses and charges, including but not limited to taxes,
                payable by the Company before such liquidation could be
                completed.

                (d) Notwithstanding sub-Section (c) above of this Article XII,
        in case the Company shall, at any time while any Stock Option under this
        Plan shall be in force and remain unexpired, (i) sell all or
        substantially all of its property or (ii) dissolve, liquidate, or wind
        up its affairs, then, provided that the Board so determines in its sole
        discretion, each Participant may thereafter receive upon exercise hereof
        (in lieu of each share of Common Stock of the Company which such
        Participant would have been entitled to receive) the same kind and
        amount of any securities or assets as may be issuable, distributable or
        payable upon any such sale, dissolution, liquidation, or winding up with
        respect to each share of Common Stock of the Company. In the event that
        the Company shall, at any time prior to the expiration of any Stock
        Option, make any partial distribution of its assets in the nature of a
        partial liquidation, whether payable in cash or in kind (but excluding
        the distribution of a cash dividend payable out of retained earnings or
        earned surplus and designated as such), then in such event the exercise
        prices then in effect with respect to each option shall be reduced, as
        of the payment date of such distribution, in proportion to the
        percentage reduction in the tangible book value of the shares of the
        Company's Common Stock (determined in accordance with generally accepted
        accounting principles) resulting by reason of such distribution;
        provided, that in no event shall any adjustment of exercise prices in
        accordance with the terms of the Plan result in any exercise prices
        being reduced below the par value per share of the Common Stock.

                (e) Upon the occurrence of each event requiring an adjustment of
        the exercise price and/or the number of shares purchasable pursuant to
        Stock Options granted pursuant to the terms of this Plan, the Company
        shall mail forthwith to each Participant a copy of its computation of
        such adjustment which shall be conclusive and shall be binding upon each
        such Participant, except as to any Participant who contests such
        computation by written notice to the Company within thirty (30) days
        after receipt thereof by such Participant.

                                  ARTICLE XIII
     OPTIONS IN SUBSTITUTION FOR STOCK OPTIONS GRANTED BY OTHER CORPORATIONS

Stock Options may be granted under the Plan from time to time in substitution
for such stock options held by employees, consultants, or outside directors of a
corporation who become or are about to become employees, consultants, or outside
directors of the Company or a Subsidiary as the result of a merger or
consolidation of such corporation with the Company or a Subsidiary or the
acquisition by either of the foregoing of stock of such corporation as the
result of which it becomes a Subsidiary. The terms and conditions of the
substitute options so granted may vary from the terms and conditions set forth
in this Plan to such extent as the Committee at the time of



                                       13
<PAGE>   14

grant may deem appropriate to conform, in whole or in part, to the provisions of
the options in substitution for which they are granted.

                                   ARTICLE XIV
                            MISCELLANEOUS PROVISIONS

        14.1 Exercise of Stock Options. Notwithstanding anything to the contrary
contained herein, Stock Options may not be exercised, nor may shares be issued
pursuant to a Stock Option, if any necessary listing of the shares on a stock
exchange or any registration under state or federal securities laws required
under the circumstances has not been accomplished.

        14.2 Assignability. Except as otherwise provided herein or as provided
in the Stock Option Agreement, no Stock Option granted under this Plan shall be
assignable or otherwise transferable by the Participant (or his or her
authorized legal representative) during the Participant's lifetime and, after
the death of the Participant, other than by will or the laws of descent and
distribution; and any attempted assignment or transfer in violation of this
Section 14.2 shall be null and void. Upon the Participant's death, the personal
representative or other person entitled to succeed to the rights of the
Participant (the "Successor Participant") may exercise such rights. A Successor
Participant must furnish proof satisfactory to the Company of his or her right
to exercise the Stock Option under the Participant's will or under the
applicable laws of descent and distribution. A Successor Participant shall be
subject to the same restrictions to which a Participant is subject.

        14.3 Investment Intent. The Company may require that there be presented
to and filed with it by any Participant(s) under the Plan, such evidence as it
may deem necessary to establish that the Stock Options granted or the shares of
Common Stock to be purchased or transferred are being acquired for investment
purposes and not with a view to their distribution.

        14.4 No Right to Continue Employment. This Plan does not constitute a
contract of employment. Nothing in the Plan or in any Stock Option confers upon
any employee the right to continue in the employ of the Company or interferes
with or restricts in any way the right of the Company to discharge any employee
at any time (subject to any contract rights of such employee).

        14.5 No Right to Continue Directorship. Nothing in the Plan or in any
Stock Option confers upon any Outside Director the right to continue as a member
of the Board or interferes with or restricts in any way the right of the Company
to remove any Outside Director at any time.

        14.6 No Right to Continue as Consultant. Nothing in the Plan or in any
Stock Option confers upon any consultant the right to continue as a consultant
of the Company or to interfere with or restrict in any way the right of the
Company to terminate such consultant from serving as a consultant to the Company
(subject to any rights the consultant may have under a separate agreement with
the Company).

        14.7 Tax Requirements. Any employee who exercises any Stock Option shall
be required to pay the Company the amount of all taxes which the Company is
required to withhold as a result of the exercise of the Stock Option. The
Participant's obligation to pay such taxes



                                       14
<PAGE>   15

may be satisfied by the following, or any combination thereof: (i) the delivery
of cash to the Company in an amount necessary to satisfy the required tax
withholding obligation of the Company and/or (ii) the actual delivery by the
exercising Participant to the Company of shares of Common Stock which the
Participant owns and/or the Company's withholding of a number of shares to be
delivered upon the exercise of the Stock Option), which shares so delivered or
withheld have an aggregate Fair Market Value which equals or exceeds (if
necessary to avoid the issuance of fractional shares) the required tax
withholding payment. Any such withholding payments with respect to the exercise
of a Nonqualified Stock Option made by a Participant in cash or by actual
delivery of shares of Common Stock shall be required to be made within thirty
(30) days after the delivery to the Participant of any certificate representing
the shares of Common Stock acquired upon exercise of the Stock Option.

        14.8 Indemnification of Board and Committee. No current or previous
member of the Board or the Committee, nor any officer or employee of the Company
acting on behalf of the Board or the Committee, shall be personally liable for
any action, determination, or interpretation taken or made in good faith with
respect to the Plan, and all such members of the Board or the Committee and each
and any officer or employee of the Company acting on their behalf shall, to the
extent permitted by law, be fully indemnified and protected by the Company in
respect of any such action, determination or interpretation. The foregoing right
of indemnification shall not be exclusive of any other rights of indemnification
to which such individuals may be entitled under the Company's Certificate of
Incorporation or Bylaws, as a matter of law, or otherwise.

        14.9 Restrictions. This Plan, and the granting and exercise of Stock
Options hereunder, and the obligation of the Company to sell and deliver Common
Stock under such Stock Options, shall be subject to all applicable foreign and
United States laws, rules and regulations, and to such approvals on the part of
any governmental agencies or stock exchanges or transaction reporting systems as
may be required. No Common Stock or other form of payment shall be issued with
respect to any Stock Option unless the Company shall be satisfied based on the
advice of its counsel that such issuance will be in compliance with applicable
federal and state securities laws and the requirements of any regulatory
authority having jurisdiction over the securities of the Company. Unless the
Stock Options and Common Stock covered by this Plan have been registered under
the Securities Act of 1933, as amended, each person exercising a Stock Option
under this Plan may be required by the Company to give a representation in
writing in form and substance satisfactory to the Company to the effect that he
is acquiring such shares for his own account for investment and not with a view
to, or for sale in connection with, the distribution of such shares or any part
thereof. If any provision of this Plan is found not to be in compliance with
such rules, such provision shall be null and void to the extent required to
permit this Plan to comply with such rules. Certificates evidencing shares of
Common Stock delivered under this Plan may be subject to such stop transfer
orders and other restrictions as the Committee may deem advisable under the
rules, regulations and other requirements of the Securities and Exchange
Commission, any securities exchange or transaction reporting system upon which
the Common Stock is then listed or quoted, and any applicable federal, foreign
and state securities law. The Committee may cause a legend or legends to be
placed upon any such certificates to make appropriate reference to such
restrictions.



                                       15
<PAGE>   16

        14.10 Gender and Number. Where the context permits, words in the
masculine gender shall include the feminine and neuter genders, the plural form
of a word shall include the singular form, and the singular form of a word shall
include the plural form.

                                   ARTICLE XV
                                 EFFECTIVE DATE

The effective date of the Plan shall be July 15, 1999, subject to approval and
adoption by the stockholders of the Company. Following such approval, the Plan
will continue in effect until the expiration of its term or until earlier
terminated, amended, or suspended in accordance with the terms hereof.

IN WITNESS WHEREOF, the Company has caused this instrument to be executed as of
the ____ day of ___________, 1999, pursuant to prior action taken by the Board.

                                            IPCELL TECHNOLOGIES, INC.

                                            By:
                                               ---------------------------------
                                               President


Attest:


---------------------------------
Secretary



                                       16
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>5
<FILENAME>f70155orex99-2.txt
<DESCRIPTION>EXHIBIT 99.2
<TEXT>

<PAGE>   1

                                                                    EXHIBIT 99.2

                                  NONQUALIFIED
                             STOCK OPTION AGREEMENT

                IPCELL TECHNOLOGIES, INC. 1999 STOCK OPTION PLAN


1. Grant of Option. Pursuant to the IPCell Technologies, Inc. 1999 Stock Option
Plan, (the "Plan"), IPCell Technologies, Inc. (the "Company") grants to

                             -----------------------
                              (Name of Participant)

an option to purchase from the Company a total of ________________ full shares
("Optioned Shares") of Common Stock of the Company at $_____________ per share
in the amounts, during the periods, and upon the terms and conditions set forth
in this Agreement. The Date of Grant of this Stock Option is _______________,
1999.

2. Subject to Plan. This Stock Option and its exercise are subject to the terms
and conditions of the Plan, but the terms of the Plan shall not be considered an
enlargement of any benefits under this Agreement. Any capitalized term used
herein that is not specifically defined in this Agreement shall have the same
meaning assigned to it in the Plan. This Stock Option is subject to any rules
promulgated pursuant to the Plan by the Board or the Committee.

3. Option Period. Subject to certain restrictions and conditions set forth in
the Plan, the Option Period will begin on September 13th, 1999 (the "Date of
Grant") and will terminate on September 13th, 2009.

4. Exercise and Vesting. Except as specifically provided in this Agreement and
subject to certain restrictions and conditions set forth in the Plan, the
Optioned Shares shall become vested in accordance with the following schedule:

                a. Twenty-five percent (25%) of the total Optioned Shares on the
                first anniversary of the Date of Grant; and

                b. An additional one-thirty-sixth (1/36) of the remaining
                seventy- five percent (75%) of Optioned Shares at the end of
                each month subsequent to the month in which the first
                anniversary of the Date of Grant occurs.

Subject to the restrictions herein, the Participant may exercise a Stock Option,
to the extent it is vested, only upon or after a Liquidity Event (as defined in
the Plan). However, after a Public Offering, no Stock Option may be exercised
within the last two weeks of the fiscal quarter through seventy-two (72) hours
after the Company's earnings release.

5. Term; Forfeiture. This Stock Option, and all unexercised Optioned Shares
granted to the Participant hereunder (whether or not vested), will terminate and
be forfeited at the first of the following to occur:

                a.      5 p.m. on the date the Option Period terminates;

                b.      5 p.m. on the date which is twelve (12) months following
                        the Participant's Termination of Service due to death,
                        Disability, or Retirement;



                                      -1-
<PAGE>   2

                c.      5 p.m. on the date which is sixty days (60) days
                        following the Participant's Termination of Service by
                        the Company without Cause;

                d.      5 p.m. on the date which is thirty (30) days following
                        the Participant's voluntary Termination of Service for
                        any reason; or

                e.      5 p.m. on the day prior to the date of the Participant's
                        Termination of Service for Cause.

        6. Manner of Exercise.

                (a) General Provisions. Subject to such administrative
        regulations as the Committee may from time to time adopt, this Stock
        Option may be exercised by the delivery of written notice to the
        Committee setting forth the number of shares of Common Stock with
        respect to which the Stock Option is to be exercised and the date of
        exercise thereof (the "Exercise Date") which shall be at least three (3)
        days after giving such notice unless an earlier time shall have been
        mutually agreed upon. If the Participant is exercising the Stock Option
        to purchase shares of Common Stock as permitted in subsection 6(b)
        below, the Participant shall deliver to the Company on the Exercise Date
        consideration with a value equal to the total purchase price of the
        shares to be purchased, payable as follows: (a) cash or (b) Common Stock
        (including restricted stock), valued at its Fair Market Value on the
        Exercise Date, and/or (c) any other form of payment which is acceptable
        to the Committee. In the event that shares of restricted stock are
        tendered as consideration for the exercise of a Stock Option, a number
        of shares of Common Stock issued upon the exercise of the Stock Option,
        equal to the number of shares of restricted stock used as consideration
        therefor, shall be subject to the same restrictions as the restricted
        stock so tendered.

                (b) Exercise for Stock. Upon payment of all amounts due from the
        Participant, the Company shall cause a certificate for the Optioned
        Shares then being purchased to be delivered to the Participant (or the
        person exercising the Participant's Stock Option in the event of his
        death) at its principal business office within ten (10) business days
        after the Exercise Date.

                The obligation of the Company to deliver shares of Common Stock
        shall, however, be subject to the condition that if at any time the
        Committee shall determine in its discretion that the listing,
        registration, or qualification of the Stock Option or the Optioned
        Shares upon any securities exchange or under any state or federal law,
        or the consent or approval of any governmental regulatory body, is
        necessary or desirable as a condition of, or in connection with, the
        Stock Option or the issuance or purchase of shares of Common Stock
        thereunder, then the Stock Option may not be exercised in whole or in
        part unless such listing, registration, qualification, consent, or
        approval shall have been effected or obtained free of any conditions not
        acceptable to the Committee.

                If the Participant fails to pay for any of the Optioned Shares
        specified in such notice or fails to accept delivery thereof, then the
        Participant's right to purchase such Optioned Shares may be terminated
        by the Company.

7. Who May Exercise. Subject to the terms and conditions set forth in Sections
3, 4, 5, and 6 above, during the lifetime of the Participant, this Stock Option
may be exercised only by the Participant, or by the Participant's guardian. If,
upon the Participant's Termination of Service by reason of death or Disability
prior to the termination of the Option Period, the Participant then has not
exercised this Stock Option in full as of the date of death or Disability, the
following persons may exercise this Stock Option on behalf of the Participant at
any time prior to the earlier of the dates specified in Section 5 hereof: (i) if
the Participant is Disabled, the guardian of the Participant; or (ii) if the
Participant dies, the personal



                                      -2-
<PAGE>   3

representative of his estate, or the person who acquired the right to exercise
this Stock Option by bequest or inheritance or by reason of the death of the
Participant; provided that this Stock Option shall remain subject to the other
terms of this Agreement, the Plan, and applicable laws, rules, and regulations.

8. No Fractional Shares. This Stock Option may be exercised only with respect to
full shares, and no fractional share of stock shall be issued.

9. Non-Assignability. This Stock Option is not assignable or transferable by the
Participant except by will or by the laws of descent and distribution.

10. No Rights as Stockholder. The Participant will have no rights as a
stockholder with respect to any shares covered by this Stock Option until the
issuance of a certificate or certificates to the Participant for the shares.
Except as otherwise provided in Section 11 hereof, no adjustment shall be made
for dividends or other rights for which the record date is prior to the issuance
of such certificate or certificates.

11. Adjustment of Number of Shares and Related Matters. The number of shares of
Common Stock covered by this Stock Option, and the purchase price thereof, shall
be subject to adjustment in accordance with Article XI of the Plan.

12. Participant's Representations. Notwithstanding any of the provisions hereof,
the Participant hereby agrees that he or she will not exercise the Stock Option
granted hereby, and that the Company will not be obligated to issue any shares
to the Participant hereunder, if the exercise thereof or the issuance of such
shares shall constitute a violation by the Participant or the Company of any
provision of any law or regulation of any governmental authority. Any
determination in this connection by the Board shall be final, binding, and
conclusive. The obligations of the Company and the rights of the Participant are
subject to all applicable laws, rules, and regulations.

13. Investment Representation. Unless the Common Stock is issued to him or her
in a transaction registered under applicable federal and state securities laws,
by his or her execution hereof, the Participant represents and warrants to the
Company that all Common Stock which may be purchased hereunder will be acquired
by the Participant for investment purposes for his or her own account and not
with any intent for resale or distribution in violation of federal or state
securities laws. Unless the Common Stock is issued to him or her in a
transaction registered under the applicable federal and state securities laws,
all certificates issued with respect to the Common Stock shall bear an
appropriate restrictive investment legend.

14. Participant's Acknowledgments. The Participant accepts this Stock Option
subject to all the terms and provisions of the Plan, a copy of which is
available upon request. The Participant hereby agrees to accept as binding,
conclusive, and final all decisions or interpretations of the Committee, as that
term is defined in the Plan, upon any questions arising under the Plan or this
Agreement.

15. Law Governing. This Agreement shall be governed by, construed, and enforced
in accordance with the laws of the state of Texas (excluding any conflicts of
law rule or principle of Texas law that might refer the governance,
construction, or interpretation of this Agreement to the laws of another state).

16. No Right to Continue Employment. Nothing herein shall be construed to confer
upon the Participant the right to continue in the employment or providing
services to the Company or any Subsidiary, whether as an employee, consultant,
or Outside Director, or interfere with or restrict in any way the right of the
Company or any Subsidiary to discharge the Participant as an employee,
consultant or Outside Director.

17. Legal Construction. In the event that any one or more of the terms,
provisions, or agreements that are contained in this Agreement shall be held by
a Court of competent jurisdiction to be invalid,



                                      -3-
<PAGE>   4

illegal, or unenforceable in any respect for any reason, the invalid, illegal,
or unenforceable term, provision, or agreement shall not affect any other term,
provision, or agreement that is contained in this Agreement and this Agreement
shall be construed in all respects as if the invalid, illegal, or unenforceable
term, provision, or agreement had never been contained herein.

18. Covenants and Agreements as Independent Agreements. Each of the covenants
and agreements that is set forth in this Agreement shall be construed as a
covenant and agreement independent of any other provision of this Agreement. The
existence of any claim or cause of action of the Participant against the
Company, whether predicated on this Agreement or otherwise, shall not constitute
a defense to the enforcement by the Company of the covenants and agreements that
are set forth in this Agreement.

19. Entire Agreement. This Agreement together with the Plan supersede any and
all other prior understandings and agreements, either oral or in writing,
between the parties with respect to the subject matter hereof and constitute the
sole and only agreements between the parties with respect to the said subject
matter. All prior negotiations and agreements between the parties with respect
to the subject matter hereof are merged into this Agreement. Each party to this
Agreement acknowledges that no representations, inducements, promises, or
agreements, orally or otherwise, have been made by any party or by anyone acting
on behalf of any party, which are not embodied in this Agreement or the Plan and
that any agreement, statement or promise that is not contained in this Agreement
or the Plan shall not be valid or binding or of any force or effect.

20. Parties Bound. The terms, provisions, representations, warranties,
covenants, and agreements that are contained in this Agreement shall apply to,
be binding upon, and inure to the benefit of the parties and their respective
heirs, executors, administrators, legal representatives, and permitted
successors and assigns.

21. Modification. No change or modification of this Agreement shall be valid or
binding upon the parties unless the change or modification is in writing and
signed by the parties. Notwithstanding the preceding sentence, the Company may
amend the Plan or revoke this Stock Option to the extent permitted in the Plan.

22. Headings. The headings that are used in this Agreement are used for
reference and convenience purposes only and do not constitute substantive
matters to be considered in construing the terms and provisions of this
Agreement.

23. Gender and Number. Words of any gender used in this Agreement shall be held
and construed to include any other gender, and words in the singular number
shall be held to include the plural, and vice versa, unless the context requires
otherwise.

24. Notice. Any notice required or permitted to be delivered hereunder shall be
deemed to be delivered only when actually received by the Company or by the
Participant, as the case may be, at the addresses set forth below, or at such
other addresses as they have theretofore specified by written notice delivered
in accordance herewith. Notice to the Company shall be addressed and delivered
as follows:

                      IPCell Technologies, Inc.
                      1651 North Glenville, Suite 200
                      Richardson, TX 75081



<PAGE>   5

        Notice to the Participant shall be addressed and delivered as set forth
on the signature page.

25. Tax Requirements . The Participant, upon exercise of any portion of the
Stock Option shall be required to pay the Company the amount of all taxes which
the Company is required to withhold as a result of the exercise of the Stock
Option; such obligation to pay such taxes may be satisfied by the following, or
any combination thereof: (i) the delivery of cash to the Company in an amount
necessary to satisfy the required tax withholding obligation of the Company
and/or (ii) the actual delivery by the exercising Participant to the Company of
shares of Common Stock which the Participant owns and/or the Company's
withholding of a number of shares to be delivered upon the exercise of the Stock
Option), which shares so delivered or withheld have an aggregate Fair Market
Value which equals the minimum required tax withholding payment; provided that,
shares cannot be withheld in connection with the exercise of a Stock Option in
excess of the minimum number required for tax withholding, and to permit the
Stock Option to be accounted for as a fixed award. Any such withholding payments
with respect to the exercise of any portion of the Stock Option in cash or by
actual delivery of shares of Common Stock shall be required to be made within
thirty (30) days after the delivery to the Participant of any certificate
representing the shares of Common Stock acquired upon exercise of the Stock
Option.

        IN WITNESS WHEREOF, the Committee has caused this Agreement to be
executed by its duly authorized officer, and the Participant, to evidence his or
her consent and approval of all the terms hereof, has duly executed this
Agreement, as of the date specified in Section 1 hereof.

     IPCELL TECHNOLOGIES, INC.                           PARTICIPANT:

By:                                         By:
   -------------------------------             ---------------------------------
              (Signature)                                 (Signature)
Name:                                       Name:
   -------------------------------               -------------------------------
               (Print)                                      (Print)
Title:                                      Address:
   -------------------------------                  ----------------------------



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.3
<SEQUENCE>6
<FILENAME>f70155orex99-3.txt
<DESCRIPTION>EXHIBIT 99.3
<TEXT>

<PAGE>   1

                                                                    EXHIBIT 99.3

                                  NONQUALIFIED
                             STOCK OPTION AGREEMENT

                IPCELL TECHNOLOGIES, INC. 1999 STOCK OPTION PLAN


        1. Grant of Option. Pursuant to the IPCell Technologies, Inc. 1999 Stock
Option Plan (the "Plan"), IPCell Technologies, Inc. (the "Company") grants to

                      -------------------------------------
                              (Name of Participant)

an option to purchase from the Company a total of __________ full shares
("Optioned Shares") of Common Stock of the Company at $__________ per share in
the amounts, during the periods, and upon the terms and conditions set forth in
this Agreement. The Date of Grant of this Stock Option is ________________,
20__.

        2. Subject to Plan. This Stock Option and its exercise are subject to
the terms and conditions of the Plan, but the terms of the Plan shall not be
considered an enlargement of any benefits under this Agreement. Any capitalized
term used herein that is not specifically defined in this Agreement shall have
the same meaning assigned to it in the Plan. This Stock Option is subject to any
rules promulgated pursuant to the Plan by the Board or the Committee.

        3. Option Period. Subject to certain restrictions and conditions set
forth in the Plan, the Option Period will begin on ________________, 20__ (the
"Date of Grant") and will terminate on ________________, 20__.

        4. Exercise and Vesting. Except as specifically provided in this
Agreement and subject to certain restrictions and conditions set forth in the
Plan, the Optioned Shares shall become vested and exercisable in accordance with
Schedule A which is attached and made a part of the Agreement.

        5. Term; Forfeiture. Except as otherwise provided in this Agreement any
portion of this Stock Option that is not vested will be forfeited on the date
the Participant ceases to be employed by (or if the Participant is a consultant
or an Outside Director, ceases to provide services to) the Company and all its
Subsidiaries. This Stock Option, and all unexercised, vested Optioned Shares
granted to the Participant hereunder, will terminate and be forfeited at the
first of the following to occur:

        a.      5 p.m. on the date the Option Period terminates;



<PAGE>   2

        b.      5 p.m. on the date which is twelve (12) months following the
                Participant's Termination of Service due to death, Disability,
                or Retirement;

        c.      5 p.m. on the date which is sixty days (60) days following the
                Participant's Termination of Service by the Company without
                Cause;

        d.      5 p.m. on the date which is thirty (30) days following the
                Participant's voluntary Termination of Service for any reason;
                or

        e.      5 p.m. on the day prior to the date of the Participant's
                Termination of Service for Cause.

        6.      Manner of Exercise.

                (a) General Provisions. Subject to such administrative
        regulations as the Committee may from time to time adopt, this Stock
        Option may be exercised by the delivery of written notice to the
        Committee setting forth the number of shares of Common Stock with
        respect to which the Stock Option is to be exercised and the date of
        exercise thereof (the "Exercise Date") which shall be at least three (3)
        days after giving such notice unless an earlier time shall have been
        mutually agreed upon. If the Participant is exercising the Stock Option
        to purchase shares of Common Stock as permitted in subsection 6(b)
        below, the Participant shall deliver to the Company on the Exercise Date
        consideration with a value equal to the total purchase price of the
        shares to be purchased, payable as follows: (a) cash or (b) Common Stock
        (including Restricted Stock), valued at its Fair Market Value on the
        Exercise Date, and/or (c) any other form of payment which is acceptable
        to the Committee. In the event that shares of Restricted Stock are
        tendered as consideration for the exercise of a Stock Option, a number
        of shares of Common Stock issued upon the exercise of the Stock Option,
        equal to the number of shares of Restricted Stock used as consideration
        therefor, shall be subject to the same restrictions as the Restricted
        Stock so tendered.

                (b) Exercise for Stock. Upon payment of all amounts due from the
        Participant, the Company shall cause a certificate for the Optioned
        Shares then being purchased to be delivered to the Participant (or the
        person exercising the Participant's Stock Option in the event of his
        death) at its principal business office within ten (10) business days
        after the Exercise Date.

        The obligation of the Company to deliver shares of Common Stock shall,
however, be subject to the condition that if at any time the Committee shall
determine in its discretion that the listing, registration, or qualification of
the Stock



                                       2
<PAGE>   3

Option or the Optioned Shares upon any securities exchange or under any state or
federal law, or the consent or approval of any governmental regulatory body, is
necessary or desirable as a condition of, or in connection with, the Stock
Option or the issuance or purchase of shares of Common Stock thereunder, then
the Stock Option may not be exercised in whole or in part unless such listing,
registration, qualification, consent, or approval shall have been effected or
obtained free of any conditions not acceptable to the Committee.

        If the Participant fails to pay for any of the Optioned Shares specified
in such notice or fails to accept delivery thereof, then the Participant's right
to purchase such Optioned Shares may be terminated by the Company.

        7. Who May Exercise. Subject to the terms and conditions set forth in
Sections 3, 4, 5, and 6 above, during the lifetime of the Participant, this
Stock Option may be exercised only by the Participant, or by the Participant's
guardian or personal representative. If, upon the Participant's Termination of
Service by reason of death or Disability prior to the termination of the Option
Period, the Participant then has not exercised this Stock Option in full as of
the date of death or Disability, the following persons may exercise this Stock
Option on behalf of the Participant at any time prior to the earlier of the
dates specified in Section 5 hereof: (i) if the Participant is Disabled, the
guardian or personal representative of the Participant; or (ii) if the
Participant dies, the personal representative of his estate, or the person who
acquired the right to exercise this Stock Option by bequest or inheritance or by
reason of the death of the Participant; provided that this Stock Option shall
remain subject to the other terms of this Agreement, the Plan, and applicable
laws, rules, and regulations.

        8. No Fractional Shares. This Stock Option may be exercised only with
respect to full shares, and no fractional share of stock shall be issued.

        9. Non-Assignability. This Stock Option is not assignable or
transferable by the Participant except by will or by the laws of descent and
distribution.

        10. No Rights as Stockholder. The Participant will have no rights as a
stockholder with respect to any shares covered by this Stock Option until the
issuance of a certificate or certificates to the Participant for the shares.
Except as otherwise provided in Section 11 hereof, no adjustment shall be made
for dividends or other rights for which the record date is prior to the issuance
of such certificate or certificates.

        11. Adjustment of Number of Shares and Related Matters. The number of
shares of Common Stock covered by this Stock Option, and the purchase price
thereof, shall be subject to adjustment in accordance with Article XI of the
Plan.



                                       3
<PAGE>   4

        12. Participant's Representations. Notwithstanding any of the provisions
hereof, the Participant hereby agrees that he or she will not exercise the Stock
Option granted hereby, and that the Company will not be obligated to issue any
shares to the Participant hereunder, if the exercise thereof or the issuance of
such shares shall constitute a violation by the Participant or the Company of
any provision of any law or regulation of any governmental authority. Any
determination in this connection by the Board shall be final, binding, and
conclusive. The obligations of the Company and the rights of the Participant are
subject to all applicable laws, rules, and regulations.

        13. Investment Representation. Unless the Common Stock is issued to him
or her in a transaction registered under applicable federal and state securities
laws, by his or her execution hereof, the Participant represents and warrants to
the Company that all Common Stock which may be purchased hereunder will be
acquired by the Participant for investment purposes for his or her own account
and not with any intent for resale or distribution in violation of federal or
state securities laws. Unless the Common Stock is issued to him or her in a
transaction registered under the applicable federal and state securities laws,
all certificates issued with respect to the Common Stock shall bear an
appropriate restrictive investment legend.

        14. Participant's Acknowledgments. The Participant acknowledges receipt
of a copy of the Plan, and represents that he or she is familiar with the terms
and provisions thereof, and hereby accepts this Stock Option subject to all the
terms and provisions thereof. The Participant hereby agrees to accept as
binding, conclusive, and final all decisions or interpretations of the
Committee, as that term is defined in the Plan, upon any questions arising under
the Plan or this Agreement.

        15. Law Governing. This Agreement shall be governed by, construed, and
enforced in accordance with the laws of the state of Texas (excluding any
conflicts of law rule or principle of Texas law that might refer the governance,
construction, or interpretation of this Agreement to the laws of another state).

        16. No Right to Continue Employment. Nothing herein shall be construed
to confer upon the Participant the right to continue in the employment or
providing services to the Company or any Subsidiary, whether as an employee,
consultant, or Outside Director, or interfere with or restrict in any way the
right of the Company or any Subsidiary to discharge the Participant as an
employee, consultant or Outside Director.

        17. Legal Construction. In the event that any one or more of the terms,
provisions, or agreements that are contained in this Agreement shall be held by
a Court of competent jurisdiction to be invalid, illegal, or unenforceable in
any respect for any reason, the invalid, illegal, or unenforceable term,
provision, or agreement shall not affect any other term, provision, or agreement
that is



                                       4
<PAGE>   5

contained in this Agreement and this Agreement shall be construed in all
respects as if the invalid, illegal, or unenforceable term, provision, or
agreement had never been contained herein.

        18. Covenants and Agreements as Independent Agreements. Each of the
covenants and agreements that are set forth in this Agreement shall be construed
as a covenant and agreement independent of any other provision of this
Agreement. The existence of any claim or cause of action of the Participant
against the Company, whether predicated on this Agreement or otherwise, shall
not constitute a defense to the enforcement by the Company of the covenants and
agreements that are set forth in this Agreement.

        19. Entire Agreement. This Agreement together with the Plan supersede
any and all other prior understandings and agreements, either oral or in
writing, between the parties with respect to the subject matter hereof and
constitute the sole and only agreements between the parties with respect to the
said subject matter. All prior negotiations and agreements between the parties
with respect to the subject matter hereof are merged into this Agreement. Each
party to this Agreement acknowledges that no representations, inducements,
promises, or agreements, orally or otherwise, have been made by any party or by
anyone acting on behalf of any party, which are not embodied in this Agreement
or the Plan and that any agreement, statement or promise that is not contained
in this Agreement or the Plan shall not be valid or binding or of any force or
effect.

        20. Parties Bound. The terms, provisions, representations, warranties,
covenants, and agreements that are contained in this Agreement shall apply to,
be binding upon, and inure to the benefit of the parties and their respective
heirs, executors, administrators, legal representatives, and permitted
successors and assigns.

        21. Modification. No change or modification of this Agreement shall be
valid or binding upon the parties unless the change or modification is in
writing and signed by the parties. Notwithstanding the preceding sentence, the
Company may amend the Plan or revoke this Stock Option to the extent permitted
in the Plan.

        22. Headings. The headings that are used in this Agreement are used for
reference and convenience purposes only and do not constitute substantive
matters to be considered in construing the terms and provisions of this
Agreement.

        23. Gender and Number. Words of any gender used in this Agreement shall
be held and construed to include any other gender, and words in the singular
number shall be held to include the plural, and vice versa, unless the context
requires otherwise.



                                       5
<PAGE>   6

        24. Notice. Any notice required or permitted to be delivered hereunder
shall be deemed to be delivered only when actually received by the Company or by
the Participant, as the case may be, at the addresses set forth below, or at
such other addresses as they have theretofore specified by written notice
delivered in accordance herewith. Notice to the Company shall be addressed and
delivered as follows:

                      IPCell Technologies, Inc.
                      1651 North Glenville, Suite 200
                      Richardson, TX 75081

        Notice to the Participant shall be addressed and delivered as set forth
on the signature page.

        25. Tax Requirements. The Participant, upon exercise of any portion of
the Stock Option shall be required to pay the Company the amount of all taxes
which the Company is required to withhold as a result of the exercise of the
Stock Option; such obligation to pay such taxes may be satisfied by the
following, or any combination thereof: (i) the delivery of cash to the Company
in an amount necessary to satisfy the required tax withholding obligation of the
Company and/or (ii) the actual delivery by the exercising Participant to the
Company of shares of Common Stock which the Participant owns and/or the
Company's withholding of a number of shares to be delivered upon the exercise of
the Stock Option), which shares so delivered or withheld have an aggregate Fair
Market Value which equals the minimum required tax withholding payment; provided
that, shares cannot be withheld in connection with the exercise of a Stock
Option in excess of the minimum number required for tax withholding, and to
permit the Stock Option to be accounted for as a fixed award. Any such
withholding payments with respect to the exercise of any portion of the Stock
Option in cash or by actual delivery of shares of Common Stock shall be required
to be made within thirty (30) days after the delivery to the Participant of any
certificate representing the shares of Common Stock acquired upon exercise of
the Stock Option.

                         *******************************



                                       6
<PAGE>   7

        IN WITNESS WHEREOF, the Committee has caused this Agreement to be
executed by its duly authorized officer, and the Participant, to evidence his or
her consent and approval of all the terms hereof, has duly executed this
Agreement, as of the date specified in Section 1 hereof.


                                            IPCell Technologies, Inc.

                                            By:
                                               ---------------------------------
                                            Name:
                                                 -------------------------------
                                            Title:
                                                  ------------------------------

                                            Participant:

                                            Signature:
                                                      --------------------------
                                            Name:
                                                 -------------------------------
                                            Address:
                                                    ----------------------------

                                                    ----------------------------

                                                    ----------------------------

                                                    ----------------------------



                                       7
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.4
<SEQUENCE>7
<FILENAME>f70155orex99-4.txt
<DESCRIPTION>EXHIBIT 99.4
<TEXT>

<PAGE>   1

                                                                    EXHIBIT 99.4

                                                  EFFECTIVE DATE: [CLOSING DATE]

                               CISCO SYSTEMS, INC.
                        STOCK OPTION ASSUMPTION AGREEMENT


Dear [IPCell Optionee]:

As you know, on October 30, 2000 (the "Closing Date") Cisco Systems, Inc.
("Cisco") acquired IPCell Technologies, Inc. ("IPCell") (the "Merger"). In the
Merger, each share of IPCell common stock was exchanged for 0.286237 of a share
of Cisco common stock (the "Exchange Ratio"). On the Closing Date you held one
or more outstanding options to purchase shares of IPCell common stock granted to
you under the 1999 Stock Option Plan (the "Plan") and documented with a Stock
Option Agreement(s) and/or Notice(s) of Grant of Stock Option (collectively, the
"Option Agreement") issued to you under the Plan (the "IPCell Options"). In
accordance with the Merger, on the Closing Date Cisco assumed all obligations of
IPCell under the IPCell Options. This Agreement evidences the assumption of the
IPCell Options, including the necessary adjustments to the IPCell Options
required by the Merger.

Your IPCell Options immediately before and after the Merger are as follows:

<TABLE>
<CAPTION>
               IPCELL STOCK OPTIONS                         CISCO ASSUMED OPTIONS
  --------------------------------------------      --------------------------------------
                                                   # of Shares of
  # Shares of IPCell     IPCell Exercise Price          Cisco         Cisco Exercise Price
     Common Stock              Per Share            Common Stock           Per Share
  ------------------     ---------------------      ------------      --------------------
<S>                      <C>                       <C>                <C>


</TABLE>


The post-Merger adjustments are based on the Exchange Ratio and are intended to:
(i) assure that the total spread of each assumed IPCell Option (i.e., the
difference between the aggregate fair market value and the aggregate exercise
price) does not exceed the total spread that existed immediately prior to the
Merger; (ii) to preserve, on a per share basis, the ratio of exercise price to
fair market value that existed immediately prior to the Merger; and (iii) to the
extent applicable and allowable by law, to retain incentive stock option ("ISO")
status under the Federal tax laws.

Unless the context otherwise requires, any references in the Plan and the Option
Agreement (i) to the "Company" or the "Corporation" means Cisco, (ii) to
"Stock," "Common Stock" or "Shares" means shares of Cisco Stock, (iii) to the
"Board of Directors" or the "Board" means the Board of Directors of Cisco and
(iv) to the "Committee" means the Compensation Committee of the Cisco Board of
Directors. All references in the Option Agreement and the Plan relating to your
status as an employee of IPCell will now refer to your status as an employee of
Cisco or any present or future Cisco subsidiary. To the extent the Option
Agreement allowed you to deliver shares of IPCell common stock as payment for
the exercise price, shares of Cisco common stock may be delivered in payment of
the adjusted exercise price, and the period for which such shares were held as
IPCell Stock prior to the Merger will be taken into account.

The grant date, vesting commencement date, vesting schedule and the expiration
date of your assumed IPCell Options remain the same as set forth in your Option
Agreement, but the number of shares subject to each vesting installment has been
adjusted to reflect the Exchange Ratio. All other provisions which govern either
the exercise or the termination of the assumed IPCell Option remain the same as
explicitly set forth in your Option Agreement, and the provisions of the Option



<PAGE>   2

                                                  EFFECTIVE DATE: [CLOSING DATE]


Agreement (except as expressly modified by this Agreement and the Merger) will
govern and control your rights under this Agreement to purchase shares of Cisco
Stock. However, to the extent an item is not explicitly provided for in you
option documents, Cisco policies will apply. For example, vesting of options
will be suspended during all leaves of absence in accordance with Cisco policy,
unless your option documents explicitly provide otherwise. Upon your termination
of employment with Cisco you will have the limited time period specified in your
Option Agreement to exercise your assumed IPCell Option to the extent vested and
outstanding at the time, generally a 30 day period, after which time your IPCell
Options will expire and NOT be exercisable for Cisco Stock.

To exercise your assumed IPCell Option, you must deliver to Cisco (i) a written
notice of exercise for the number of shares of Cisco Stock you want to purchase,
(ii) the adjusted exercise price, and (iii) all applicable taxes. The exercise
notice and payment should be delivered to Cisco at the following address:

                             Cisco Systems, Inc.
                             170 West Tasman Drive
                             SJ-11-3
                             San Jose, CA 95134
                             Attention: Stock Administration

Nothing in this Agreement or your Option Agreement interferes in any way with
your rights and Cisco's rights, which rights are expressly reserved, to
terminate your employment at any time for any reason. Any future options, if
any, you may receive from Cisco will be governed by the terms of the Cisco stock
option plan, and such terms may be different from the terms of your assumed
IPCell Options, including, but not limited to, the time period in which you have
to exercise vested options after your termination of employment.

Please sign and date this Agreement and return it promptly to the address listed
above. Until your fully executed Agreement is received by Cisco's Stock
Administration Department your Cisco account will not be activated. If you have
any questions regarding this Agreement or your assumed IPCell Options, please
contact Kathy Zwern at 408-526-8045.

                                            CISCO SYSTEMS, INC.

                                            By:

                                               Larry R. Carter
                                               Corporate Secretary

                                 ACKNOWLEDGMENT

                The undersigned acknowledges receipt of the foregoing Stock
Option Assumption Agreement and understands that all rights and liabilities with
respect to each of his or her IPCell Options hereby assumed by Cisco are as set
forth in the Option Agreement, the Plan, and such Stock Option Assumption
Agreement.

DATED:                   , 2000
       ------------------                  -------------------------------------
                                                   (EMPLOYEE), OPTIONEE
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.5
<SEQUENCE>8
<FILENAME>f70155orex99-5.txt
<DESCRIPTION>EXHIBIT 99.5
<TEXT>

<PAGE>   1
                                                                    EXHIBIT 99.5

                                  RADIATA, INC.

                             1999 STOCK OPTION PLAN



1. ADOPTION AND PURPOSE OF THE PLAN. This stock option plan, to be known as the
"Radiata, Inc. 1999 Stock Option Plan" (but referred to herein as the "PLAN")
has been adopted by the board of directors (the "BOARD") of Radiata, Inc., a
Delaware corporation (the "COMPANY"), and is subject to the approval of its
stockholders pursuant to section 7 below. The purpose of this Plan is to advance
the interests of the Company and its stockholders by enabling the Company to
attract and retain qualified directors, officers, employees, independent
contractors, consultants and advisers by providing them with an opportunity for
investment in the Company. The options that may be granted hereunder ("OPTIONS")
represent the right by the grantee thereof (each, including any permitted
transferee pursuant to section 6.7(c) below, an "OPTIONEE") to acquire shares of
the Company's common stock ("SHARES" which if acquired pursuant to the exercise
of an Option will be referred to as "OPTION SHARES") subject to the terms and
conditions of this Plan and a written agreement between the Company and the
Optionee to evidence each such Option (an "OPTION AGREEMENT").

2. CERTAIN DEFINITIONS. The defined terms set forth in Exhibit A attached hereto
and incorporated herein (together with other capitalized terms defined elsewhere
in this Plan) will govern the interpretation of this Plan.

3. ELIGIBILITY. The Company may grant Options under this Plan only to (i)
persons who, at the time of such grant, are directors, officers, and employees
of the Company and/or any of its Subsidiaries, and (ii) natural persons who at
the time of such grant, are independent contractors, consultants or advisers of
the Company and/or any of its Subsidiaries and who perform bona fide services on
its behalf other than in connection with capital-raising transactions
(collectively, "ELIGIBLE PARTICIPANTS"). No person will be an Eligible
Participant following his or her Termination of Eligibility Status and no Option
may be granted to any person other than an Eligible Participant. There is no
limitation on the number of Options that may be granted to an Eligible
Participant.

4. OPTION POOL; SHARES RESERVED FOR OPTIONS. In no event will the Company issue,
in the aggregate, more than FIVE MILLION TWO HUNDRED FIFTY THOUSAND (5,250,000)
Shares (the "Option Pool") pursuant to the exercise of all Options granted under
this Plan, exclusive of those Option Shares that may be reacquired by the
Company by repurchase or otherwise; provided that in order to comply with the
requirements of Section 260.140.45 of Title 10 of the California Code of
Regulations (the "30% Rule"), at no time will the total number of Shares that
are issuable upon the exercise of all outstanding Options granted under this
Plan or under any other outstanding options or warrants issued by the Company
and the total number of Shares provided for under any stock bonus or similar
plan of the Company in the aggregate exceed 30% of the total number of then
issued and outstanding Shares of the Company (or such higher percentage as has
been approved by the holders of at least two-thirds of the outstanding Shares of
the Company (including all securities convertible into Shares) entitled to
vote), as calculated in accordance with the conditions and exclusions of the 30%
Rule. At all times while Options granted under this Plan are outstanding, the
Company will reserve for issuance for the purposes hereof a sufficient number of
authorized and unissued Shares to fully satisfy the Company's obligations under
all such outstanding Options.

<PAGE>   2

5. ADMINISTRATION. This Plan will be administered and interpreted by the Board,
or by a committee consisting of two or more members of the Board, appointed by
the Board for such purpose (the Board, or such committee, referred to herein as
the "ADMINISTRATOR"). Subject to the express terms and conditions hereof, the
Administrator is authorized to prescribe, amend and rescind rules and
regulations relating to this Plan, and to make all other determinations
necessary or advisable for its administration and interpretation. Specifically,
the Administrator will have full and final authority in its discretion, subject
to the specific limitations on that discretion as are set forth herein and in
the Articles of Incorporation and Bylaws of the Company, at any time:

                (a) to select and approve the Eligible Participants to whom
        Options will be granted from time to time hereunder;

                (b) to determine the Fair Market Value of the Shares as of the
        Grant Date for any Option that is granted hereunder;

                (c) with respect to each Option it decides to grant, to
        determine the terms and conditions of that Option, to be set forth in
        the Option Agreement evidencing that Option (the form of which also
        being subject to approval by the Administrator), which may vary from the
        "default" terms and conditions set forth in section 6 below, except to
        the extent otherwise provided in this Plan, including, without
        limitation, as follows:

                        (i) the total number of Option Shares that may be
                acquired by the Optionee pursuant to the Option;

                        (ii) if the Option satisfies the conditions under
                Section 422(b) of the Code, whether the Option will be treated
                as an ISO;

                        (iii) the per share purchase price to be paid to the
                Company by the Optionee to acquire the Option Shares issuable
                upon exercise of the Option (the "OPTION PRICE"), provided that
                the Option Price will not be less than 85% of the Fair Market
                Value of the Shares as of the Grant Date, unless the Optionee is
                a 10% stockholder, in which case the Option Price will not be
                less than 110% of such Fair Market Value;

                        (iv) the maximum period or term during which the Option
                will be exercisable (the "OPTION TERM"), provided that in no
                event may the Option Term be longer than 10 years from the Grant
                Date;

                        (v) the maximum period following any Termination of
                Eligibility Status, whether resulting from an Optionee's death,
                disability or any other reason, during which period (the "GRACE
                PERIOD") the Option will be exercisable, subject to Vesting and
                to the expiration of the Option Term, provided that in no event
                may the Administrator designate a Grace Period that is shorter
                than six months after such Termination of Eligibility Status by
                reason of the Optionee's death or disability, or 30 days after
                such Termination of Eligibility for any other reason, except in
                the event of a Termination for Cause, in which case no Grace
                Period will be required (i.e., the Option will terminate
                immediately);

                        (vi) whether to accept a promissory note or other form
                of legal consideration in addition to cash as payment of all or
                a portion of the Option Price


                                      -2-
<PAGE>   3

                and/or Tax Withholding Liability to be paid by the Optionee upon
                the exercise of an Option granted hereunder;

                        (vii) the conditions (e.g., the passage of time or the
                occurrence of events), if any, that must be satisfied prior to
                the vesting of the right to exercise all or specified portions
                of an Option (such portions being described as the number of
                Option Shares, or the percentage of the total number of Option
                Shares that may be acquired by the Optionee pursuant to the
                Option; the vested portion being referred to as a "VESTED
                OPTION" and the unvested portion being referred to as an
                "UNVESTED OPTION"), provided that no such conditions (except an
                Optionee's Termination of Eligibility Status, after which no
                Unvested Option will become a Vested Option) may be imposed
                which prevents an Optionee who is an employee, but who is
                neither an officer or director, of the Company or any of its
                Subsidiaries, from purchasing at least 20% of the Option Shares
                initially subject to the Option as of the first anniversary of
                the Grant Date, and as of each anniversary thereafter, such that
                by the fifth anniversary of the Grant Date (assuming no such
                Termination of Eligibility Status) the entire Option would be
                deemed a Vested Option; and

                        (viii) in addition, or as an alternative, to imposing
                conditions on the right to exercise an Option as provided in
                section 5(c)(vii) above, whether a Holder may exercise an
                Unvested Option and whether any portion of the Option Shares
                acquired by an Optionee upon exercise of an Option will be
                subject to repurchase by the Company or its assigns pursuant to
                section 6.8(c) below at the Option Price paid for such Shares or
                at some other price that may be less than the Fair Market Value
                of such Shares (such Shares, if subject to repurchase at less
                than Fair Market Value, being referred to as "UNVESTED SHARES")
                following a Termination of Eligibility Status or other
                designated event, and the conditions (e.g., the passage of time
                or the occurrence of events), if any, that must be satisfied for
                such Shares to be no longer subject to such right of repurchase
                at less than Fair Market Value (such Shares being referred to as
                "VESTED SHARES"); provided that no such conditions (except an
                Optionee's Termination of Eligibility Status, after which no
                Unvested Shares will become Vested Shares) may be imposed which
                prevent Unvested Shares held by an employee, who is neither an
                officer or director, of the Company and/or any of its
                Subsidiaries, from becoming Vested Shares at the rate of at
                least twenty percent (20%) per year following the Grant Date,
                such that by the fifth anniversary of the Grant Date (assuming
                no earlier Termination of Eligibility Status) all of the Shares
                would be deemed Vested Shares; and

                (d) to delegate all or a portion of the Administrator's
        authority under sections 5(a), (b) and (c) above to one or more members
        of the Board who also are executive officers of the Company, and subject
        to such restrictions and limitations as the Administrator may decide to
        impose on such delegation.

6. DEFAULT TERMS AND CONDITIONS OF OPTION AGREEMENTS. Unless otherwise expressly
provided in an Option Agreement based on the Administrator's determination
pursuant to section 5(c) above, the following terms and conditions will be
deemed to apply to each Option as if expressly set forth in the Option
Agreement:


                                      -3-
<PAGE>   4

        6.1 ISO. No Option will be treated as an ISO unless treatment as an ISO
is expressly provided for in an Option Agreement and such Option satisfies the
conditions of Section 422(b) of the Code.

        6.2 Option Term. The Option Term will be for a period of 10 years
beginning on the Grant Date, except that in the case of an ISO granted to a 10%
stockholder, the Option Term will be for a period of 5 years beginning on the
Grant Date.

        6.3 Grace Periods. Following a Termination of Eligibility Status:

                (a) the Grace Period will be sixty (60) days, unless the
        Termination of Eligibility Status is a result of a Termination for Cause
        or the death or disability of the Optionee;

                (b) the Grace Period will be six months if the Termination of
        Eligibility Status is a result of the death or disability of the
        Optionee; and

                (c) the Option will terminate, and there will be no Grace
        Period, effective immediately as of the date and time of a Termination
        for Cause of the Optionee, regardless of whether the Option is Vested or
        Unvested.

        6.4 Vesting. The Option initially will be deemed an entirely Unvested
Option, but portions of the Option will become a Vested Option on the following
schedule:

                (a) twenty-five percent (25.0%) will become a Vested Option as
        of the first anniversary of the "Vesting Start Date" specified in the
        Option Agreement (which may be earlier but may not be later than the
        Grant Date specified therein); and

                (b) two and one-twelfth percent (2.0833%) of the Option will
        become a Vested Option as of the end of each month thereafter;

provided that the Optionee does not suffer a Termination of Eligibility Status
prior to each such vesting date and provided further that additional vesting
will be suspended during any period while the Optionee is on a leave of absence
from the Company or its Subsidiaries, as determined by the Administrator.

                (c) Subject to Section 6.3 above, A Holder may exercise any
        portion of an Unvested Option at any time.

        6.5 Exercise of the Option; Issuance of Share Certificate.

                (a) The portion of the Option that is a Vested Option may be
        exercised by giving written notice thereof to the Company, on such form
        as may be specified by the Administrator, but in any event stating: the
        Optionee's intention to exercise the Option; the date of exercise; the
        number of full Option Shares to be purchased (which number will be no
        less than 100 Shares, without regard to adjustments to the number of
        Shares subject to the Option pursuant to section 8 below, or, if less,
        all of the remaining Shares subject to the Option); the amount and form
        of payment of the Option Price; and such assurances of the Optionee's
        investment intent as the Company may require to ensure that the
        transaction complies in all respects with the requirements of the 1933
        Act and other applicable securities laws. The notice of exercise will be
        signed by the person or persons exercising the Option. In the event that
        the Option is being exercised by the representative of the


                                      -4-
<PAGE>   5

        Optionee, the notice will be accompanied by proof satisfactory to the
        Company of the representative's right to exercise the Option. The notice
        of exercise will be accompanied by full payment of the Option Price for
        the number of Option Shares to be purchased, in United States dollars,
        in cash, by check made payable to the Company, or by delivery of such
        other form of payment (if any) as approved by the Administrator in the
        particular case.

                (b) To the extent required by applicable federal, state, local
        or foreign law, and as a condition to the Company's obligation to issue
        any Shares upon the exercise of the Option in full or in part, the
        Optionee will make arrangements satisfactory to the Company for the
        payment of any applicable Tax Withholding Liability that may arise by
        reason of or in connection with such exercise. Such arrangements may
        include, in the Company's sole discretion, that the Optionee tender to
        the Company the amount of such Tax Withholding Liability, in cash, by
        check made payable to the Company, or in the form of such other payment
        as may be approved by the Administrator, in its discretion pursuant to
        section 5(c)(vi) above.

                (c) After receiving a proper notice of exercise and payment of
        the applicable Option Price and Tax Withholding Liability, the Company
        will cause to be issued a certificate or certificates for the Option
        Shares as to which the Option has been exercised, registered in the name
        of the person rightfully exercising the Option and the Company will
        cause such certificate or certificates to be delivered to such person.

        6.6 Compliance with Law. Notwithstanding any other provision of this
Plan, Options may be granted pursuant to this Plan, and Option Shares may be
issued pursuant to the exercise thereof by an Optionee, only after and on the
condition that there has been compliance with all applicable foreign, federal
and state securities laws. The Company will not be required to list, register or
qualify any Option Shares upon any securities exchange, under any applicable
state, federal or foreign law or regulation, or with the Securities and Exchange
Commission or any state agency, or secure the consent or approval of any
governmental regulatory authority, except that if at any time the Board
determines, in its discretion, that such listing, registration or qualification
of the Option Shares, or any such consent or approval, is necessary or desirable
as a condition of or in connection with the exercise of an Option and the
purchase of Option Shares thereunder, that Option may not be exercised, in whole
or in part, unless and until such listing, registration, qualification, consent
or approval is effected or obtained free of any conditions that are not
acceptable to the Board, in its discretion. However, the Company will seek to
register or qualify with, or as may be provided by applicable local law, file
for and secure an exemption from such registration or qualification requirements
from, the applicable securities administrator and other officials of each
jurisdiction in which an Eligible Participant would be granted an Option
hereunder prior to such grant.

        6.7 Restrictions on Transfer.

                (a) Options Nontransferable. No Option will be transferable by
        an Optionee otherwise than by will or the laws of descent and
        distribution. During the lifetime of a natural person who is granted an
        Option under this Plan, the Option will be exercisable only by him or
        her. Notwithstanding anything else in this Plan to the contrary, no
        Option Agreement will contain any provision which is contrary to, or
        which modifies, the provisions of this section 6.7(a).


                                      -5-
<PAGE>   6

                (b) Prohibited Transfers. Prior to the Initial Public Offering,
        no Holder of any Option Shares may Transfer such Shares, or any interest
        therein (i) except as expressly provided in this Plan, and (ii) other
        than in full compliance with all applicable securities laws and any
        applicable restrictions on Transfer provided in the Company's Articles
        of Incorporation and/or Bylaws, which will be deemed incorporated by
        reference into this Plan. All Transfers of Option Shares not complying
        with the specific limitations and conditions set forth in this section
        6.7 and section 6.8 below are expressly prohibited. Any prohibited
        Transfer is void and of no effect, and no purported transferee in
        connection therewith will be recognized as a Holder of Option Shares for
        any purpose whatsoever. Should such a Transfer purport to occur, the
        Company may refuse to carry out the Transfer on its books, attempt to
        set aside the Transfer, enforce any undertakings or rights under this
        Plan, or exercise any other legal or equitable remedy.

                (c) Permitted Transfers. In the case of a Permitted Transfer,
        the rights of first refusal and purchase of the Company set forth in
        sections 6.8(a) and 6.8(b) below will not apply. For such purposes, a
        "PERMITTED TRANSFER" means any of the following: (i) a Transfer by will
        or under the laws of descent and distribution; or (ii) a Transfer by a
        Holder of Option Shares to his or her ancestors, descendants or spouse
        (other than pursuant to a decree of divorce, dissolution or separate
        maintenance, a property settlement, or a separation agreement or any
        similar agreement or arrangement with a spouse, except for bona fide
        estate planning purposes), or to a trust, partnership, limited liability
        company, custodianship or other fiduciary account for the benefit of the
        Holder and/or such ancestors, descendants or spouse, including any
        Transfer in the form of a distribution from any such trust, partnership,
        limited liability company, custodianship or other fiduciary account to
        any of the foregoing permitted beneficial owners or beneficiaries
        thereof.

                (d) Conditions to Transfer. It will be a condition to any
        Transfer of any Option Shares that:

                        (i) the transferee of the Shares will execute such
                documents as the Company may reasonably require to ensure that
                the Company's rights under this Plan, and any applicable Option
                Agreement, are adequately protected with respect to such Shares,
                including, without limitation, the transferee's agreement to be
                bound by all of the terms and conditions of this Plan and such
                Agreement, as if he or she were the original Holder of such
                Shares; and

                        (ii) the Company is satisfied that such Transfer
                complies in all respects with the requirements imposed by
                applicable state and federal securities laws and regulations.

                (e) Market Standoff. If in connection with any public offering
        of securities of the Company (or any Successor Entity), the underwriter
        or underwriters managing such offering so requests, then each Optionee
        and each Holder of Option Shares will agree to not sell or otherwise
        Transfer any such Shares (other than Shares included in such
        underwriting) without the prior written consent of such underwriter, for
        such period of time as may be requested by the underwriter commencing on
        the effective date of the registration statement filed with the
        Securities and Exchange Commission in connection with such offering.


                                      -6-
<PAGE>   7

        6.8 Rights of Purchase and First Refusal. The Company will have the
following rights of purchase and first refusal with respect to Option Shares:

                (a) Right of First Refusal. If any Holder proposes to Transfer
        any Option Shares prior to the Initial Public Offering, other than in
        the case of a Permitted Transfer pursuant to section 6.7(c) above or an
        Involuntary or Donative Transfer subject to section 6.8(b) below, the
        Company will have an assignable right of first refusal to purchase such
        Shares on the terms and conditions set out in this section 6.8(a). If
        the Company (or its assignee) elects to exercise such right, it will do
        so on an all-or-nothing basis with respect to any particular Transfer of
        Shares in the following manner:

                        (i) Before any such Transfer, the Holder proposing to
                Transfer such Shares will deliver a notice of proposed Transfer
                (a "PROPOSED TRANSFER NOTICE") to the Company stating: the
                number of Option Shares that the Holder proposes to Transfer and
                the Holder's bona fide intention to Transfer such Shares; the
                names and addresses of the Holder, the proposed transferee and
                subsequently such other information regarding such transferee as
                the Company reasonably requests; the manner and date of such
                proposed Transfer; and the bona fide cash price and/or other
                consideration (and the fair market value thereof) per share, if
                any, that such Transferee has offered to pay Holder for such
                Shares (the "OFFERED PRICE") as well as such other terms,
                including payment terms, and conditions, if any, as were
                included in such offer (the "OFFERED TERMS").

                        (ii) The Company (or its assignee) may exercise its
                right of first refusal under this section 6.8(a) at any time not
                more than twenty (20) days after the Company has received the
                Proposed Transfer Notice with respect to such Shares. If the
                Company (or its assignee) elects to exercise such purchase
                rights it will do so by delivering to the Holder of such Shares
                a notice of such election and a closing date that is no more
                than thirty (30) days after receipt of the Proposed Transfer
                Notice (or such later date as the transferee may have offered or
                on which the Transfer is otherwise scheduled to occur).

                        (iii) At the closing of the sale of the Shares to the
                Company (or its assignee), to be held at its principal executive
                offices, the Company (or its assignee) will pay the Holder of
                the Shares, in cash, the purchase price equal to the Offered
                Price, subject to an appropriate adjustment to take into account
                any deferred payment terms that were included in the Offered
                Terms, except in the case of a Transfer of Option Shares without
                consideration; provided that if the Offered Price includes any
                non-cash consideration, the value thereof for purposes of this
                section 6.8(a) will be determined in good faith by the Board.

                        (iv) If the Company (including its assignees) fails or
                refuses to exercise its rights under this section 6.8(a) with
                respect to any Shares that are the subject of any Proposed
                Transfer Notice, then the Holder will have the right to Transfer
                such Shares to the transferee named in such Notice at the
                Offered Price and upon such Offered Terms as were set forth in
                such Notice; provided that such Transfer must be completed
                within ninety (90) days after the Company has received the
                Proposed Transfer Notice with respect to such Shares.


                                      -7-
<PAGE>   8

                (b) Following an Involuntary or Donative Transfer. Following any
        Involuntary Transfer or Donative Transfer (other than a Permitted
        Transfer) of Option Shares (the "TRANSFERRED SHARES") prior to the
        Initial Public Offering, the Company will have the assignable right to
        purchase from the transferee of the Transferred Shares ("TRANSFEREE")
        all or a portion of such Shares for a purchase price that is equal to
        the Fair Market Value of those Shares as of the date of such Transfer.
        If the Company (or its assignee) elects to exercise such right, it will
        do so in the following manner:

                        (i) Promptly after such Transfer, the transferor of the
                Transferred Shares will deliver, or will cause the Transferee to
                deliver, a notice (a "COMPLETED TRANSFER NOTICE") to the Company
                stating: the number of Transferred Shares; the names and
                addresses of the transferor and the Transferee, and subsequently
                such other information regarding the Transferee as the Company
                reasonably requests; and the manner, circumstances and date of
                such Transfer.

                        (ii) The Company (or its assignee) may exercise its
                purchase rights under this section 6.8(b) at any time not more
                than ninety (90) days after the Company has received the
                Completed Transfer Notice with respect to the Transferred
                Shares. If the Company (or its assignee) elects to exercise such
                purchase rights it will do so by delivering to the Transferee a
                notice of such election, specifying the number of Transferred
                Shares to be purchased and a closing date that is no more than
                sixty (60) days after the giving of such notice.

                        (iii) At such closing, to be held at the Company's
                principal executive offices, the Company (or its assignee) will
                pay the Transferee the purchase price specified in this section
                6.8(b).

                (c) Following a Termination of Eligibility Status. Following any
        Termination of Eligibility Status of the original Holder of any Option
        Shares, the Company will have the assignable right (but not the
        obligation) to purchase all or a portion of such Shares, for a purchase
        price that is equal to (1) in the case of Unvested Shares pursuant to
        section 5(c)(viii) above, the Option Price paid for those Shares, and
        (2) in the case of Vested Shares, or Option Shares that were never
        subject to Vesting pursuant to section 5(c)(viii) above, the greater of
        (A) the Option Price paid for those Shares, or (B) the Fair Market Value
        of those Shares as of the date of such Termination of Eligibility
        Status, provided that such right to purchase Vested Shares shall
        terminate upon the Initial Public Offering. Such right will be
        exercisable in the following manner:

                        (i) The Company (or its assignee) may exercise its right
                of repurchase under this section 6.8(c) at any time not more
                than ninety (90) days after the effective date of such
                Termination of Eligibility Status (or in the case of Shares
                issued upon the exercise of Options after such Termination of
                Eligibility Status, a period of ninety (90) days after the date
                of the exercise). If the Company (or its assignee) elects to
                exercise such purchase rights it will do so by delivering to the
                Holder of such Shares a notice of such election, specifying the
                number of Shares to be purchased and a closing date that is
                within such 90-day period, provided that if the Holder of the
                Shares is not an employee of the Company or any of its
                Subsidiaries, or is an officer, director or affiliate thereof,
                the Option Agreement may provide that the period during which
                such purchase of the Shares must take place may be longer than
                90 days.


                                      -8-
<PAGE>   9

                        (ii) At such closing, the Company (or its assignee) will
                pay the Holder of the Shares, the purchase price, as specified
                in this section 6.8(c), in cash, or by cancellation of
                indebtedness to the Company, if any, incurred by the original
                Holder of the Option Shares to purchase such Shares, or both, at
                a closing to be held at the Company's principal executive
                offices on the date specified in such notice, provided that if
                the Holder of the Shares is not an employee of the Company or
                any of its Subsidiaries, or is an officer, director or affiliate
                thereof, the Option Agreement may provide that the purchase
                price may be paid, in whole or in part, with a promissory note
                from the Company (or its assignee).

                (d)Escrow. For purposes of facilitating the enforcement of the
        restrictions on Transfer set forth in this Plan or in any Option
        Agreement, the Administrator may, at its discretion, require the Holder
        of Option Shares to deliver the certificate(s) for such Shares with a
        stock power executed by him or her and by his or her spouse (if required
        for Transfer), in blank, to the Secretary of the Company or his or her
        designee, to hold said certificate(s) and stock power(s) in escrow and
        to take all such actions and to effectuate all such Transfers and/or
        releases as are in accordance with the terms of this Plan. The
        certificates may be held in escrow so long as the Option Shares whose
        ownership they evidence are subject to any right of repurchase or first
        refusal under this Plan or under an Option Agreement, and will be
        released by the escrow holder to an Optionee (or to any permitted
        transferee of the Optionee) when they are no longer subject to any right
        of repurchase or first refusal under this Plan or under the Option
        Agreement. Each Optionee, by exercising an Option, thereby acknowledges
        that the Secretary of the Company (or his or her designee) is so
        appointed as the escrow holder with the foregoing authorities as a
        material inducement to the grant of an Option under this Plan, that the
        appointment is coupled with an interest, and that it accordingly will be
        irrevocable. The escrow holder will not be liable to any party to an
        Option Agreement (or to any other party) for any actions or omissions
        unless the escrow holder is grossly negligent relative thereto. The
        escrow holder may rely upon any letter, notice or other document
        executed by any signature purported to be genuine.

                (e) Resolution of Disputes. If there is a dispute concerning the
        fair market value of the consideration offered or accepted for the
        Option Shares or the Fair market Value of the Option Shares, in
        connection with the exercise by the Company of its rights under this
        section 6.8, the dispute will be resolved by the independent certified
        public accounting firm that audited or prepared without audit the
        Company's last regular annual financial statement and the determination
        of that firm will be binding on the parties in the absence of fraud.

        6.9 Change of Control Transactions. In the event of a Change of Control
Transaction, (i) the Company shall endeavor to cause the Successor Entity (or
its parent or its Subsidiary) in such transaction either to assume all of the
Options which have been granted hereunder and which are outstanding as of the
consummation of such transaction ("CLOSING"), or to issue (or cause to be
issued) in substitution thereof comparable options of such Successor Entity (or
of its parent or its Subsidiary) and (ii) immediately prior to such a Closing, a
portion of the Option which would otherwise then remain Unvested will become
Vested (the "Accelerated Portion") based on the following formula: for each
period of 30 days prior to the Closing that the Optionee has been an Eligible
Participant, 10% of the Option that would otherwise then remain Unvested will
become Vested, but in no event shall the Accelerated Portion of the Option
exceed 50% of the unvested shares. If the Successor Entity (or its parent or its
Subsidiary) is unwilling to either assume such Options or grant comparable
options in substitution for such Options, on terms that are acceptable


                                      -9-
<PAGE>   10

to the Company as determined by the Board in the exercise of its discretion,
then the Board may cancel all outstanding Options, and terminate this Plan,
effective as of the Closing, provided that it will notify all Optionees of the
proposed Change of Control Transaction a reasonable amount of time prior to the
Closing so that each Optionee will be given the opportunity to exercise the
Vested portion of his or her Option prior to the Closing. For purposes of this
section 6.9, the term "CHANGE OF CONTROL TRANSACTION" means a Business
Combination in which less than (50%) of the outstanding voting securities of the
Successor Entity immediately following the Closing of the Business Combination
transaction are beneficially held by those persons and entities in the same
proportion as such persons and entities beneficially held the voting securities
of the Company immediately prior to such transaction; the term "BUSINESS
COMBINATION" means a transaction or series of transactions consummated within
any period of 90 days resulting in (A) the sale of all or substantially all of
the assets of the Company, (B) a merger or consolidation or other reorganization
of which the Company or a Subsidiary is a merging party, or (C) the sale or
other change of beneficial ownership of at least fifty percent (50%) of the
outstanding voting securities of the Company.

        6.10 Additional Restrictions on Transfer; Investment Intent. By
accepting an Option and/or Option Shares under this Plan, the Optionee will be
deemed to represent, warrant and agree that, unless a registration statement is
in effect with respect to the offer and sale of Option Shares: (i) neither the
Option nor any such Shares will be freely tradeable and must be held
indefinitely unless such Option and such Shares are either registered under the
1933 Act or an exemption from such registration is available; (ii) the Company
is under no obligation to register the Option or any such Shares; (iii) upon
exercise of the Option, the Optionee will purchase the Option Shares for his or
her own account and not with a view to distribution within the meaning of the
1933 Act, other than as may be effected in compliance with the 1933 Act and the
rules and regulations promulgated thereunder; (iv) no one else will have any
beneficial interest in the Option Shares; (v) the Optionee has no present
intention of disposing of the Option Shares at any particular time; and (vi)
neither the Option nor the Shares have been qualified under the securities laws
of any state and may only be offered and sold pursuant to an exception from
qualification under applicable state securities laws.

        6.11 Stock Certificates; Legends. Certificates representing Option
Shares will bear all legends required by law and necessary or appropriate in the
Administrator's discretion to effectuate the provisions of this Plan and of the
applicable Option Agreement. The Company may place a "stop transfer" order
against Option Shares until full compliance with all restrictions and conditions
set forth in this Plan, in any applicable Option Agreement and in the legends
referred to in this section 6.11.

        6.12 Notices. Any notice to be given to the Company under the terms of
an Option Agreement will be addressed to the Company at its principal executive
office, Attention: Secretary, or at such other address as the Company may
designate in writing. Any notice to be given to an Optionee will be addressed to
him or her at the address provided to the Company by the Optionee. Any such
notice will be deemed to have been duly given if and when enclosed in a properly
sealed envelope, addressed as aforesaid, deposited, postage prepaid, in a post
office or branch post office regularly maintained by the local postal authority.

        6.13 Other Provisions. Each Option Agreement may contain such other
terms, provisions and conditions, including restrictions on the Transfer of
Option Shares, and rights of the Company to repurchase such Shares, not
inconsistent with this Plan and applicable law, as may be determined by the
Administrator in its sole discretion.


                                      -10-
<PAGE>   11

        6.14 Specific Performance. Under those circumstances in which the
Company chooses to timely exercise its rights to repurchase Option Shares as
provided herein or in any Option Agreement, the Company will be entitled to
receive such Shares in specie in order to have the same available for future
issuance without dilution of the holdings of other stockholders of the Company.
By accepting Option Shares, the Holder thereof therefore acknowledges and agrees
that money damages will be inadequate to compensate the Company and its
stockholders if such a repurchase is not completed as contemplated hereunder and
that the Company will, in such case, be entitled to a decree of specific
performance of the terms hereof or to an injunction restraining such holder (or
such Holder's personal representative) from violating this Plan or Option
Agreement, in addition to any other remedies that may be available to the
Company at law or in equity.

7. TERM OF THE PLAN. This Plan will become effective on the date of its adoption
by the Board, provided that this Plan is approved by the stockholders of the
Company (excluding Option Shares issued by the Company pursuant to the exercise
of Options granted under this Plan) within 12 months before or after that date.
If this Plan is not so approved by the stockholders of the Company within that
12-month period of time, any Options granted under this Plan will be rescinded
and will be void. This Plan will expire on the tenth (10th) anniversary of the
date of its adoption by the Board or its approval by the stockholders of the
Company, whichever is earlier, unless it is terminated earlier pursuant to
section 11 of this Plan, after which no more Options may be granted under this
Plan, although all outstanding Options granted prior to such expiration or
termination will remain subject to the provisions of this Plan, and no such
expiration or termination of this Plan will result in the expiration or
termination of any such Option prior to the expiration or early termination of
the applicable Option Term.

8. ADJUSTMENTS UPON CHANGES IN STOCK. In the event of any change in the
outstanding Shares of the Company as a result of a stock split, reverse stock
split, stock bonus or distribution, recapitalization, combination or
reclassification, appropriate proportionate adjustments will be made in: (i) the
aggregate number of Shares that are reserved for issuance in the Option Pool
pursuant to section 4 above, under outstanding Options or future Options granted
hereunder; (ii) the Option Price and the number of Option Shares that may be
acquired under each outstanding Option granted hereunder; and (iii) other rights
and matters determined on a per share basis under this Plan or any Option
Agreement evidencing an outstanding Option granted hereunder. Any such
adjustments will be made only by the Board, and when so made will be effective,
conclusive and binding for all purposes with respect to this Plan and all
Options then outstanding. No such adjustments will be required by reason of the
issuance or sale by the Company for cash or other consideration of additional
Shares or securities convertible into or exchangeable for Shares.

9. MODIFICATION, EXTENSION AND RENEWAL OF OPTIONS. Subject to the terms and
conditions and within the limitations of this Plan, the Administrator may
modify, extend or renew outstanding Options granted under this Plan, or accept
the surrender of outstanding Options (to the extent not theretofore exercised)
and authorize the granting of new Options in substitution therefor (to the
extent not theretofore exercised). Notwithstanding the foregoing, however, no
modification of any Option will, without the consent of the Optionee, alter or
impair any rights or obligations under any outstanding Option.

10. GOVERNING LAW; VENUE. The internal laws of the State of Delaware
irrespective of its choice of law principles) will govern the validity of this
Plan, the construction of its terms and the interpretation of the rights and
duties of the parties hereunder and under any Option Agreement.


                                      -11-
<PAGE>   12

Any party may seek to enforce its rights under this Plan or any Option Agreement
entered into under this Plan in any court of competent jurisdiction located
within the judicial district in which the Company or its Subsidiaries has a
regular place of business.

11. AMENDMENT AND DISCONTINUANCE. The Board may amend, suspend or discontinue
this Plan at any time or from time to time; provided that no action of the Board
will, without the approval of the stockholders of the Company, materially
increase (other than by reason of an adjustment pursuant to section 8 hereof)
the maximum aggregate number of Option Shares in the Option Pool, materially
increase the benefits accruing to Eligible Participants, or materially modify
the category of, or eligibility requirements for persons who are Eligible
Participants. However, no such action may alter or impair any Option previously
granted under this Plan without the consent of the Optionee, nor may the number
of Option Shares in the Option Pool be reduced to a number that is less than the
aggregate number of Option Shares (i) that may be issued pursuant to the
exercise of all outstanding and unexpired Options granted hereunder, and (ii)
that have been issued and are outstanding pursuant to the exercise of Options
granted hereunder.

12. INFORMATION PROVIDED BY COMPANY. Prior to the date on which the Company is
required to file its annual financial statements with the Securities and
Exchange Commission under the Securities Exchange Act of 1934, the Company
annually will provide the Company's financial statements (which statements need
not be audited) to each Optionee who is an employee of the Company or any of its
Subsidiaries, and each Optionee will, by virtue of entering into an Option
Agreement, be deemed to have agreed (and to cause any investment advisers to
whom the Optionee proposes to make such information available to agree) to keep
such information confidential and not to use, disclose or copy such information
for any purpose whatsoever other than determining whether to exercise an Option.
The Company deems such financial statements to be the valuable trade secrets of
the Company, and in the event of any wrongful use, disclosure or other breach of
the obligation to maintain the confidentiality of such financial information,
the Company may seek to enforce all of its available legal and equitable rights
and remedies, and may notify local law enforcement officials that a criminal
misappropriation of the Company's trade secrets has taken place.

13. NO STOCKHOLDER RIGHTS. No rights or privileges of a stockholder in the
Company are conferred by reason of the granting of an Option. No Optionee will
become a stockholder in the Company with respect to any Option Shares unless and
until the Option has been properly exercised and the Option Price fully paid as
to the portion of the Option exercised.

14. COPIES OF PLAN. A copy of this Plan will be delivered to each Optionee at or
before the time he, she or it executes an Option Agreement.



Date Plan Adopted by Board of Directors:      December 11, 1999

Date Plan Approved by the Stockholders:       December 21, 1999


                                      -12-
<PAGE>   13

                                  RADIATA, INC.
                             1999 STOCK OPTION PLAN

                                    EXHIBIT A
                                   DEFINITIONS

1. "10% STOCKHOLDER" means a person who owns, either directly or indirectly by
virtue of the ownership attribution provisions set forth in Section 424(d) of
the Code at the time he or she is granted an Option, stock possessing more than
10% of the total combined voting power or value of all classes of stock of the
Company and/or of its Subsidiaries.

2.  "1933 ACT" means the Securities Act of 1933, as amended.

3.  "ADMINISTRATOR" has the meaning set forth in section 5 of the Plan.

4.  "BOARD" has the meaning set forth in section 1 of the Plan.

5.  "BUSINESS COMBINATION" has the meaning set forth in section 6.9 of the Plan.

6. "CHANGE OF CONTROL TRANSACTION" has the meaning set forth in section 6.9 of
the Plan.

7.  "CLOSING" has the meaning set forth in section 6.9 of the Plan.

8. "CODE" means the Internal Revenue Code of 1986, as amended (references herein
to Sections of the Code are intended to refer to Sections of the Code as enacted
at the time of the Plan's adoption by the Board and as subsequently amended, or
to any substantially similar successor provisions of the Code resulting from
recodification, renumbering or otherwise).

9.  "COMPANY" has the meaning set forth in section 1 of the Plan.

10. "COMPLETED TRANSFER NOTICE" has the meaning set forth in section 6.8(b) of
the Plan.

11. "DISABILITY" means any physical or mental disability, which results in a
Termination of Eligibility Status under applicable law, except that for purposes
of section 6.1(c) of the Plan, the term "disability" means permanent and total
disability within the meaning of Section 22(e)(3) of the Code.

12. "DONATIVE TRANSFER" with respect to Option Shares means any voluntary
Transfer by a transferor other than for value or the payment of consideration to
the transferor.

13. "ELIGIBLE PARTICIPANTS" has the meaning set forth in section 3 of the Plan.

14. "FAIR MARKET VALUE" means, with respect to the Shares and as of the date
that is relevant to such a determination (e.g., on the Grant Date), the market
price per share of such Shares determined by the Administrator, consistent with
the requirements of Section 422 of the Code and to the extent consistent
therewith, as follows: (a) if the Shares are traded on a stock exchange on the
date in question, then the Fair Market Value will be equal to the closing price
reported by the applicable composite-transactions report for such date; (b) if
the Shares are traded over-the-counter on the date in question and are
classified as a national market issue, then the Fair Market Value will be equal
to the last-transaction price quoted by the NASDAQ system for such date; (c) if
the Shares are traded over-the-counter on the date in question but are not
classified as a national market issue, then the Fair

<PAGE>   14

Market Value will be equal to the mean between the last reported representative
bid and asked prices quoted by the NASDAQ system for such date; and (d) if none
of the foregoing provisions is applicable, then the Fair Market Value will be
determined by the Administrator in good faith on such basis as it deems
appropriate, taking into consideration the provisions of Section 260.140.50 of
Title 10 of the California Code of Regulations.

15. "GRACE PERIOD" has the meaning set forth in section 5(c)(v) of the Plan.

16. "GRANT DATE" means, with respect to an Option, the date on which the Option
Agreement evidencing that Option is entered into between the Company and the
Optionee, or such other date as may be set forth in that Option Agreement as the
"Grant Date" which will be the effective date of that Option Agreement.

17. "HOLDER" means the holder of any Option Shares.

18. "INITIAL PUBLIC OFFERING" means the closing of the first sale of securities
of the Company, or of any Successor Entity, to the public, through a firm
commitment underwriting, for an aggregate price (exclusive of underwriters'
discounts and commissions and expenses of the offering) of at least thirty
million dollars ($30,000,000), pursuant to an effective registration statement
filed with the Securities and Exchange Commission under the 1933 Act.

19. "INVOLUNTARY TRANSFER" with respect to Option Shares includes, without
limitation, any of the following: (A) an assignment of the Shares for the
benefit of creditors of the transferor; (B) a Transfer by operation of law; (C)
an execution of judgment against the Shares or the acquisition of record or
beneficial ownership of Shares by a lender or creditor; (D) a Transfer pursuant
to any decree of divorce, dissolution or separate maintenance, any property
settlement, any separation agreement or any other agreement with a spouse
(except for bona fide estate planning purposes) under which any Shares are
Transferred or awarded to the spouse of the transferor or are required to be
sold; or (E) a Transfer resulting from the filing by the transferor of a
petition for relief, or the filing of an involuntary petition against the
transferor, under the bankruptcy laws of the United States or of any other
nation.

20. "ISO" means an "incentive stock option" as defined in Section 422 of the
Code.

21. "OFFERED PRICE" has the meaning set forth in section 6.8(a) of the Plan.

22. "OFFERED TERMS" has the meaning set forth in section 6.8(a) of the Plan.

23. "OPTION AGREEMENT" has the meaning set forth in section 1 of the Plan.

24. "OPTION POOL" has the meaning set forth in section 4 of the Plan.

25. "OPTION PRICE" has the meaning set forth in section 5(c)(iii) of the Plan.

26. "OPTION SHARES" has the meaning set forth in section 1 of the Plan, provided
that for purposes of section 6.7 and section 6.8 of the Plan, the term "Option
Shares" includes all Shares issued by the Company to a Holder (or his, her or
its predecessor) by reason of such holdings, including any securities which may
be acquired as a result of a stock split, stock dividend, and other
distributions of Shares in the Company made upon, or in exchange for, other
securities of the Company.


                                       ii

<PAGE>   15

27. "OPTION TERM" has the meaning set forth in section 5(c)(iv) of the Plan.

28. "OPTIONEE" has the meaning set forth in section 1 of the Plan.

29. "OPTIONS" has the meaning set forth in section 1 of the Plan.

30. "PERMITTED TRANSFER" has the meaning set forth in section 6.7(c) of the
Plan.

31. "PLAN" has the meaning set forth in section 1 of the Plan.

32. "PROPOSED TRANSFER NOTICE" has the meaning set forth in section 6.8(a) of
the Plan.

33. "SHARES" has the meaning set forth in section 1 of the Plan.

34. "SUBSIDIARY" has the same meaning as "subsidiary corporation" as defined in
Section 424(f) of the Code.

35. "SUCCESSOR ENTITY" means a corporation or other entity that acquires all or
substantially all of the assets of the Company, or which is the surviving or
parent entity resulting from a Business Combination, as that term is defined in
section 6.9 of the Plan.

36. "TAX WITHHOLDING LIABILITY" in connection with the exercise of any Option
means all federal and state income taxes, social security tax, and any other
taxes applicable to the compensation income arising from the transaction
required by applicable law to be withheld by the Company.

37. "TERMINATION OF ELIGIBILITY STATUS" means (i) in the case of any employee of
the Company and/or any of its Subsidiaries, a termination of his or her
employment, whether by the employee or employer, and whether voluntary or
involuntary, including without limitation as a result of the death or disability
of the employee, (ii) in the case of any advisor, consultant, or independent
contractor of the Company and/or any of its Subsidiaries, the termination of the
services relationship pursuant to any contract between the parties or otherwise
under applicable law, and (iii) in the case of any director of the Company
and/or any of its Subsidiaries, the death of or resignation by the director or
his or her removal from the board in the manner provided by the articles of
incorporation, bylaws or other organic instruments of the Company or Subsidiary
or otherwise in accordance with applicable law.

38. "TERMINATION FOR CAUSE" means (i) in the case of an Optionee who is an
employee of the Company and/or any of its Subsidiaries, a termination by the
employer of the Optionee's employment for "cause" as defined by applicable law,
by any contract of employment or the Option Agreement, or if not defined
therein, pursuant to the "For Cause Standard" set forth below, (ii) in the case
of an Optionee who is or which is an advisor, consultant or independent
contractor to the Company and/or any of its Subsidiaries, a termination of the
services relationship by the hiring party for "cause" or breach of contract, as
defined by applicable law, by any contract between the parties or the Option
Agreement, or if not defined therein, pursuant to the "For Cause Standard" set
forth below, and (iii) in the case of an Optionee who is a director of the
Company and/or any of its Subsidiaries, removal of him or her from the board of
directors by action of the stockholders or, if permitted by applicable law and
the articles, bylaws or other organic documents of the Company or the
Subsidiary, as the case may be, or pursuant to applicable law, by the other
directors), in connection with the good faith determination of the board of
directors (or of the Company's or Subsidiary's stockholders if so required, but
in either case excluding the vote of the subject


                                      iii

<PAGE>   16

individual if he or she is a director or a stockholder) that the Optionee has
engaged in any acts which breach any fiduciary duty to the Company, any of its
Subsidiaries or their stockholders, or in any acts involving dishonesty or moral
turpitude or in any acts that materially and adversely affect the business,
affairs or reputation of the Company or any of its Subsidiaries (the "For Cause
Standard").

39. "TRANSFER" with respect to Option Shares, includes, without limitation, a
voluntary or involuntary sale, assignment, transfer, conveyance, pledge,
hypothecation, encumbrance, disposal, loan, gift, attachment or levy of those
Shares, including any Involuntary Transfer, Donative Transfer or transfer by
will or under the laws of descent and distribution.

40. "TRANSFEREE" has the meaning set forth in section 6.8(b) of the Plan.

41. "TRANSFERRED SHARES" has the meaning set forth in section 6.8(b) of the
Plan.

42. "UNVESTED OPTION" has the meaning set forth in section 5(c)(vii) of the
Plan.

43. "UNVESTED SHARES" has the meaning set forth in section 5(c)(viii) of the
Plan.

44. "VESTED OPTION" has the meaning set forth in section 5(c)(vii) of the Plan.

45. "VESTED SHARES" has the meaning set forth in section 5(c)(viii) of the Plan.



                                       iv
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.6
<SEQUENCE>9
<FILENAME>f70155orex99-6.txt
<DESCRIPTION>EXHIBIT 99.6
<TEXT>

<PAGE>   1
                                                                    EXHIBIT 99.6

                                 RADIATA, INC.
                             STOCK OPTION AGREEMENT
                        UNDER THE 1999 STOCK OPTION PLAN

        THIS AGREEMENT is made effective as of ___ day of _______, 200__ (the
"GRANT DATE" which is the date the Option referred to herein was authorized for
granting by the Administrator of the Company's Option Plan), between Radiata,
Inc., a Delaware corporation (the "COMPANY"), and the undersigned Optionee.

        THE PARTIES AGREE AS FOLLOWS:

1.      Option Grant. Subject to all of the terms and conditions of this
        Agreement and of the Company's 1999 Stock Option Plan (the "OPTION
        PLAN"), Optionee will have an option (the "OPTION") to purchase the
        number of shares of the Company's common stock (the "SHARES"), for an
        exercise price per share (the "OPTION PRICE") and based upon the Vesting
        Start Date set forth below and an Expiration Date of the tenth
        anniversary of the Grant Date (subject to earlier termination as
        provided in the Option Plan) as set forth below:

            NUMBER OF SHARES
               SUBJECT TO THE OPTION:       ________
            OPTION PRICE PER SHARE:         $_______
            VESTING START DATE:             _______, 200__

        This Option will not be treated as an Incentive Stock Option ("ISO")
within the meaning of Section 422 of the Internal Revenue Code of 1986, as
amended.

2.      Vesting and Exercise.

        (a)     Vesting. Initially, the entire Option will be "Unvested" within
                the meaning of the Option Plan; portions of the Option will
                become "Vested" within the meaning of the Option Plan on the
                following schedule:

                (1)     twenty-five percent (25%) of the Shares subject to the
                        Option shall become Vested as of the first anniversary
                        of the Vesting Start Date; and

                (2)     the remaining seventy-five percent (75%) of the Shares
                        subject to the Option shall become Vested monthly
                        ratably (approximately __________ shares per month) on a
                        cumulative basis over the 36 month period commencing on
                        the first anniversary of the Vesting Start Date, subject
                        to the condition that Optionee does not suffer a Loss of
                        Eligibility Status prior to each such vesting date.

        (b)     Exercise of the Option. Optionee may exercise the Option, in
                whole or in part, at any time provided that those Option Shares
                acquired by Optionee with respect to that portion of the Option
                which is then an Unvested Option will be "Unvested Shares"
                (within the meaning of section 5(c)(viii) of the Option Plan)
                that are subject to the Company's repurchase right as set forth
                in section 6(c) of the Option Plan, until such Shares become
                "Vested Shares" on the same schedule of Vesting dates as is set
                forth in section 2(a) above (and also subject to the condition
                that


                                      -1-
<PAGE>   2

                Optionee does not suffer a Loss of Eligibility Status prior to
                each such Vesting date).

        (c)     Limitation on Right of Repurchase. The Company's right of
                repurchase under Section 6.8(c) of the Option Plan shall be
                limited to the repurchase of Unvested Shares.

        (d)     Minimum Number of Shares. Any exercise of the Option must be for
                at least one hundred (100) Shares (without regard to adjustments
                to the number of Shares subject to the Option pursuant to
                section 8 of the Option Plan) or, if less, all of the remaining
                Shares subject to the Option.

        (e)     Notice of Exercise. Optionee or Optionee's representative may
                exercise the Option by giving written notice to the Company
                pursuant to section 6.5(a) of the Option Plan using the
                specified form of notice of exercise attached to this Agreement
                as Exhibit A. The notice will be signed by the person or persons
                exercising the Option. In the event that the Option is being
                exercised by the representative of Optionee, the notice will be
                accompanied by proof reasonably satisfactory to the Company of
                the representative's right to exercise the Option. Payment of
                the Option Price will accompany the notice and will be in any of
                the following forms acceptable to the Company: (i) cash or a
                check made payable to the Company; or (ii) by the delivery of
                one or more certificate(s) representing shares of the Company
                with a Fair Market Value on the date of exercise equal to the
                Option Price, together with a stock power executed in blank.

        (f)     Withholding Taxes. To the extent required by applicable federal,
                state, local or foreign law, and as a condition to the Company's
                obligation to issue any Shares upon the exercise of the Option
                in full or in part, Optionee will make arrangements reasonably
                satisfactory to the Company for the payment of any withholding
                tax obligations that arise by reason of such exercise.

        (g)     Issuance of Option Shares. Subject to the provisions of the
                Option Plan, after receiving a proper notice of exercise and
                payment of the applicable Option Price and withholding taxes,
                the Company will cause to be issued a certificate or
                certificates for the Option Shares as to which the Option has
                been exercised, registered in the name of the person rightfully
                exercising the Option. The Company will cause such certificate
                or certificates to be delivered to such person.

3.      Representations and Warranties of Optionee. Optionee hereby represents
        and warrants that: (a) Optionee is acquiring the Option granted hereby,
        and will acquire any Shares obtained upon exercise of the Option, for
        investment purposes only, for Optionee's own account, and with no view
        to the distribution thereof; (b) Optionee understands that the Option
        and the Shares that may be acquired by exercising the Option ("OPTION
        SHARES") have not been registered under the Securities Act of 1933, as
        amended (the "1933 ACT") and that the Option and the Option Shares are
        not freely tradeable and must be held indefinitely unless they are
        either registered under the 1933 Act or an exemption from such
        registration is available; (c) Optionee understands that the Company is
        under no obligation to register the Option or the Option Shares; (d)
        Optionee understands that the Option and the Option Shares have not been
        qualified under the securities laws of any state and are to be offered
        and sold pursuant to an exception from qualification under applicable
        state securities laws; and (e) Optionee understands that the Company is
        relying


                                      -2-
<PAGE>   3

        upon the truth and accuracy of the foregoing representations and
        warranties in granting the Option to Optionee.

4.      No Employment Rights. This Agreement gives Optionee no right to be
        retained as an employee of the Company and/or its Subsidiaries.

5.      Terms of the Option Plan. Optionee understands that the Option Plan
        includes important terms and conditions that apply to the Option. Those
        terms include: important conditions to the right of Optionee to exercise
        the Option; important restrictions on the ability of Optionee to
        transfer the Option or to Transfer any of the Shares of Option Stock
        received upon exercise of the Option; and early termination of the
        Option following the occurrence of certain events, including Optionee no
        longer being an employee, director, consultant or independent contractor
        to or of the Company or its Subsidiaries. OPTIONEE ACKNOWLEDGES HAVING
        READ THE OPTION PLAN, AGREES TO BE BOUND BY ITS TERMS, AND MAKES EACH OF
        THE REPRESENTATIONS REQUIRED TO BE MADE BY OPTIONEE UNDER IT. OPTIONEE
        FURTHER ACKNOWLEDGES THAT THE COMPANY HAS GIVEN NO TAX ADVICE CONCERNING
        THE OPTION AND HAS ADVISED OPTIONEE TO CONSULT WITH HIS OR HER OWN TAX
        OR FINANCIAL ADVISOR ABOUT THE TAX TREATMENT OF THE OPTION AND ITS
        EXERCISE.

6.      Miscellaneous. Capitalized terms not otherwise defined in this Agreement
        will have the meanings set forth in the Option Plan. Neither this
        Agreement nor the Option is assignable by either party, except as
        expressly provided herein. All of the covenants and provisions of this
        Agreement by or for the benefit of the Company or Optionee shall bind
        and inure to the benefit of their respective successors. This Agreement
        (including the Option Plan) constitutes the final and complete
        expression of all of the terms of the understanding and agreement
        between the parties hereto concerning the subject matter hereof. This
        Agreement may not be modified, amended, altered or supplemented except
        by means of the execution and delivery of a written instrument mutually
        executed by the Company and Optionee. This Agreement shall be construed
        and governed by the substantive laws of the State of Delaware.

The parties hereby have entered into this Agreement as of the Grant Date.


                                      RADIATA, INC.


                                      By:
                                         ---------------------------------------
                                      Title: Vice President, CFO

                                     "OPTIONEE"



                                      -----------------------------------------
                                      Address:

                                      US Social Security #:
                                      Australian Tax File #: 483 448 823

Attachments:   (1)    Consent of Spouse
               (2)    1999 Stock Option Plan
Exhibit A:     Form of Notice of Exercise of Stock Option


                                      -3-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.7
<SEQUENCE>10
<FILENAME>f70155orex99-7.txt
<DESCRIPTION>EXHIBIT 99.7
<TEXT>

<PAGE>   1
                                                                    Exhibit 99.7

                                                EFFECTIVE DATE: FEBRUARY 1, 2001

                              CISCO SYSTEMS, INC.
                        STOCK OPTION ASSUMPTION AGREEMENT

Dear [Target Optionee]:

As you know, on February 1, 2001 (the "Closing Date") Cisco Systems, Inc.
("Cisco") acquired Radiata, Inc. ("Radiata") (the "Acquisition"). In the
Acquisition, each share of Radiata common stock was exchanged for 0.2127558242
of a share of Cisco common stock (the "Exchange Ratio"). On the Closing Date you
held one or more outstanding options to purchase shares of Radiata, Inc. common
stock granted to you under the Radiata, Inc. 1999 Stock Option Plan (the "Plan")
and documented with a Stock Option Agreement(s) (as expressly modified by the
terms of the letter agreement (the "Letter Agreement") you signed, relating to
certain acceleration provisions) and/or Notice(s) of Grant of Stock Option
(collectively, the "Option Agreement") issued to you under the Plan (the
"Radiata Options"). In accordance with the Acquisition, on the Closing Date
Cisco assumed all obligations of Radiata under the Radiata Options. This
Agreement evidences the assumption of the Radiata Options, including the
necessary adjustments to the Radiata Options required by the Acquisition.

Your Radiata Options immediately before and after the Acquisition are as
follows:
<TABLE>
<S>                                                                      <C>
---------------------------------------------------------- ---------------------------------------------------
                  RADIATA STOCK OPTIONS                                  CISCO ASSUMED OPTIONS
---------------------------------------------------------- ---------------------------------------------------
<S>                             <C>                          <C>                       <C>
---------------------------- ----------------------------- ------------------------- -------------------------
    # Shares of Radiata         Radiata Exercise Price       # of Shares of Cisco      Cisco Exercise Price
       Common Stock                   Per Share                  Common Stock               Per Share
---------------------------- ----------------------------- ------------------------- -------------------------
</TABLE>

The post-Acquisition adjustments are based on the Exchange Ratio and are
intended to: (i) assure that the total spread of each assumed Radiata Option
(i.e., the difference between the aggregate fair market value and the aggregate
exercise price) does not exceed the total spread that existed immediately prior
to the Acquisition; (ii) to preserve, on a per share basis, the ratio of
exercise price to fair market value that existed immediately prior to the
Acquisition; and (iii) to the extent applicable and allowable by law, to retain
incentive stock option ("ISO") status under the Federal tax laws.

Unless the context otherwise requires, any references in the Plan and the Option
Agreement (i) to the "Company" or the "Corporation" means Cisco, (ii) to
"Stock," "Common Stock" or "Shares" means shares of Cisco Stock, (iii) to the
"Board of Directors" or the "Board" means the Board of Directors of Cisco and
(iv) to the "Committee" means the Compensation Committee of the Cisco Board of
Directors. All references in the Option Agreement and the Plan relating to your
status as an employee of Radiata will now refer to your status as an employee of
Cisco or any present or future Cisco subsidiary. To the extent the Option
Agreement allowed you to deliver shares of Radiata common stock as payment for
the exercise price, shares of Cisco common stock may be delivered in payment of
the adjusted exercise price, and the period for which such shares were held as
Radiata Stock prior to the Acquisition will be taken into account.

The grant date, vesting commencement date, vesting schedule and the expiration
date of your assumed Radiata Options remain the same as set forth in your Option
Agreement, but the number of shares subject to each vesting installment has been
adjusted to reflect the Exchange Ratio. All other

<PAGE>   2
                                                EFFECTIVE DATE: FEBRUARY 1, 2001

provisions which govern either the exercise or the termination of the assumed
Radiata Option remain the same as set forth in your Option Agreement, and the
provisions of the Option Agreement (except as expressly modified by this
Agreement and the Acquisition) will govern and control your rights under this
Agreement to purchase shares of Cisco Stock. However, to the extent an item is
not explicitly provided for in your option documents, Cisco policies will apply.
For example, vesting of options will be suspended during all leaves of absence
in accordance with Cisco policy, unless your option documents explicitly provide
otherwise. Upon your termination of employment with Cisco you will have the
limited time period specified in your Option Agreement to exercise your assumed
Radiata Option to the extent vested and outstanding at the time, generally a 60
day period, after which time your Radiata Options will expire and NOT be
exercisable for Cisco Stock.

To exercise your assumed Radiata Option, you must deliver to Cisco (i) a written
notice of exercise for the number of shares of Cisco Stock you want to purchase,
(ii) the adjusted exercise price, and (iii) all applicable taxes. The exercise
notice and payment should be delivered to Cisco at the following address:

               Cisco Systems, Inc.
               170 West Tasman Drive
               SJ-11-3
               San Jose, CA 95134
               Attention:  Stock Administration

Nothing in this Agreement or your Option Agreement interferes in any way with
your rights and Cisco's rights, which rights are expressly reserved, to
terminate your employment at any time for any reason. Any future options, if
any, you may receive from Cisco will be governed by the terms of the Cisco stock
option plan, and such terms may be different from the terms of your assumed
Radiata Options, including, but not limited to, the time period in which you
have to exercise vested options after your termination of employment.

Please sign and date this Agreement and return it promptly to the address listed
above. Until your fully executed Agreement is received by Cisco's Stock
Administration Department your Cisco account will not be activated. If you have
any questions regarding this Agreement or your assumed Radiata Options, please
contact Jean Wong at 408-853-8828.

                                        CISCO SYSTEMS, INC.

                                        By:
                                            Larry R. Carter
                                            Corporate Secretary

<PAGE>   3

                                                EFFECTIVE DATE: FEBRUARY 1, 2001

                                 ACKNOWLEDGMENT

     The undersigned acknowledges receipt of the foregoing Stock Option
Assumption Agreement and understands that all rights and liabilities with
respect to each of his or her Radiata Options hereby assumed by Cisco are as set
forth in the Option Agreement, the Letter Agreement, the Plan, and such Stock
Option Assumption Agreement.

DATED:              , 2000
     ---------------             -----------------------------------------------
                                                (EMPLOYEE), OPTIONEE
</TEXT>
</DOCUMENT>
</SUBMISSION>
