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                                F5 NETWORKS, INC
                        1999 EMPLOYEE STOCK PURCHASE PLAN

                  ADOPTED BY BOARD OF DIRECTORS APRIL 5, 1999
                 APPROVED BY STOCKHOLDERS _______________, 1999
                             TERMINATION DATE: NONE

1.   PURPOSE.

     (a)  The purpose of the Plan is to provide a means by which Employees of 
the Company and certain designated Affiliates may be given an opportunity to 
purchase Shares of the Company.

     (b)  The Company, by means of the Plan, seeks to retain the services of 
such Employees, to secure and retain the services of new Employees and to 
provide incentives for such persons to exert maximum efforts for the success 
of the Company and its Affiliates.

     (c)  The Company intends that the Rights to purchase Shares granted under 
the Plan be considered options issued under an "employee stock purchase plan," 
as that term is defined in Section 423(b) of the Code.

2.   DEFINITIONS.

     (a)  "AFFILIATE" means any parent corporation or subsidiary corporation, 
whether now or hereafter existing, as those terms are defined in Sections 
424(e) and (f), respectively, of the Code.

     (b)  "BOARD" means the Board of Directors of the Company.

     (c)  "CODE" means the United States Internal Revenue Code of 1986, as 
amended.

     (d)  "COMMITTEE" means a Committee appointed by the Board in accordance 
with subparagraph 3(c) of the Plan.

     (e)  "COMPANY" means F5 Networks, Inc. a Washington corporation.

     (f)  "DIRECTOR" means a member of the Board.

     (g)  "ELIGIBLE EMPLOYEE" means an Employee who meets the requirements set 
forth in the Offering for eligibility to participate in the Offering.

     (h)  "EMPLOYEE" means any person, including Officers and Directors, 
employed by the Company or an Affiliate of the Company. Neither service as a 
Director nor payment of a director's fee shall be sufficient to constitute 
"employment" by the Company or the Affiliate.

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     (i)  "EMPLOYEE STOCK PURCHASE PLAN" means a plan that grants rights 
intended to be options issued under an "employee stock purchase plan," as that 
term is defined in Section 423(b) of the Code.

     (j)  "EXCHANGE ACT" means the United States Securities Exchange Act of 
1934, as amended.

     (k)  "FAIR MARKET VALUE" means the value of a security, as determined in 
good faith by the Board. If the security is listed on any established stock 
exchange or traded on the Nasdaq National Market or the Nasdaq SmallCap 
Market, then, except as otherwise provided in the Offering, the Fair Market 
Value of the security shall be the closing sales price (rounded up where 
necessary to the nearest whole cent) for such security (or the closing bid, if 
no sales were reported) as quoted on such exchange or market (or the exchange 
or market with the greatest volume of trading in the relevant security of the 
Company) on the trading day prior to the relevant determination date, as 
reported in THE WALL STREET JOURNAL or such other source as the Board deems 
reliable.

     (l)  "NON-EMPLOYEE DIRECTOR" means a Director who either (i) is not a 
current Employee or Officer of the Company or its parent or subsidiary, does 
not receive compensation (directly or indirectly) from the Company or its 
parent or subsidiary for services rendered as a consultant or in any capacity 
other than as a Director (except for an amount as to which disclosure would 
not be required under Item 404(a) of Regulation S-K promulgated pursuant to 
the Securities Act ("Regulation S-K")), does not possess an interest in any 
other transaction as to which disclosure would be required under Item 404(a) 
of Regulation S-K, and is not engaged in a business relationship as to which 
disclosure would be required under Item 404(b) of Regulation S-K; or (ii) is 
otherwise considered a "non-employee director" for purposes of Rule 16b-3.

     (m)  "OFFERING" means the grant of Rights to purchase Shares under the 
Plan to Eligible Employees.

     (n)  "OFFERING DATE" means a date selected by the Board for an Offering 
to commence.

     (o)  "OUTSIDE DIRECTOR" means a Director who either (i) is not a current 
employee of the Company or an "affiliated corporation" (within the meaning of 
the Treasury regulations promulgated under Section 162(m) of the Code), is not 
a former employee of the Company or an "affiliated corporation" receiving 
compensation for prior services (other than benefits under a tax qualified 
pension plan), was not an officer of the Company or an "affiliated 
corporation" at any time, and is not currently receiving direct or indirect 
remuneration from the Company or an "affiliated corporation" for services in 
any capacity other than as a Director, or (ii) is otherwise considered an 
"outside director" for purposes of Section 162(m) of the Code.

     (p)  "PARTICIPANT" means an Eligible Employee who holds an outstanding 
Right granted pursuant to the Plan or, if applicable, such other person who 
holds an outstanding Right granted under the Plan.

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     (q)  "PLAN" means this F5 Networks, Inc. 1999 Employee Stock Purchase 
Plan.

     (r)  "PURCHASE DATE" means one or more dates established by the Board 
during an Offering on which Rights granted under the Plan shall be exercised 
and purchases of Shares carried out in accordance with such Offering.

     (s)  "RIGHT" means an option to purchase Shares granted pursuant to the 
Plan.

     (t)  "RULE 16b-3" means Rule 16b-3 of the Exchange Act or any successor 
to Rule 16b-3 as in effect with respect to the Company at the time discretion 
is being exercised regarding the Plan.

     (u)  "SECURITIES ACT" means the United States Securities Act of 1933, as 
amended.

     (v)  "SHARE" means a share of the common stock of the Company.

3.   ADMINISTRATION.

     (a)  The Board shall administer the Plan unless and until the Board 
delegates administration to a Committee, as provided in subparagraph 3(c). 
Whether or not the Board has delegated administration, the Board shall have 
the final power to determine all questions of policy and expediency that may 
arise in the administration of the Plan.

     (b)  The Board (or the Committee) shall have the power, subject to, and 
within the limitations of, the express provisions of the Plan:

          (i)   To determine when and how Rights to purchase Shares shall be 
granted and the provisions of each Offering of such Rights (which need not be 
identical).

          (ii)  To designate from time to time which Affiliates of the Company 
shall be eligible to participate in the Plan.

          (iii) To construe and interpret the Plan and Rights granted under 
it, and to establish, amend and revoke rules and regulations for its 
administration. The Board, in the exercise of this power, may correct any 
defect, omission or inconsistency in the Plan, in a manner and to the extent 
it shall deem necessary or expedient to make the Plan fully effective.

          (iv)  To amend the Plan as provided in paragraph 14.

          (v)   Generally, to exercise such powers and to perform such acts as 
it deems necessary or expedient to promote the best interests of the Company 
and its Affiliates and to carry out the intent that the Plan be treated as an 
Employee Stock Purchase Plan.

     (c)  The Board may delegate administration of the Plan to a Committee of 
the Board composed of two (2) or more members, all of the members of which 
Committee may be, in the discretion of the Board, Non-Employee Directors 
and/or Outside Directors. If administration is delegated to a Committee, the 
Committee shall have, in connection with the administration of the 

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Plan, the powers theretofore possessed by the Board, including the power to 
delegate to a subcommittee of two (2) or more Outside Directors any of the 
administrative powers the Committee is authorized to exercise (and references 
in this Plan to the Board shall thereafter be to the Committee or such a 
subcommittee), subject, however, to such resolutions, not inconsistent with 
the provisions of the Plan, as may be adopted from time to time by the Board. 
The Board may abolish the Committee at any time and revest in the Board the 
administration of the Plan.

4.   SHARES SUBJECT TO THE PLAN.

     (a)  Subject to the provisions of paragraph 13 relating to adjustments 
upon changes in securities, the Shares that may be sold pursuant to Rights 
granted under the Plan shall not exceed in the aggregate one million 
(1,000,000) Shares. If any Right granted under the Plan shall for any reason 
terminate without having been exercised, the Shares not purchased under such 
Right shall again become available for the Plan.

     (b)  The Shares subject to the Plan may be unissued Shares or Shares that 
have been bought on the open market at prevailing market prices or otherwise.

5.   GRANT OF RIGHTS; OFFERING.

     (a)  The Board may from time to time grant or provide for the grant of 
Rights to purchase Shares of the Company under the Plan to Eligible Employees 
in an Offering on an Offering Date or Dates selected by the Board. Each 
Offering shall be in such form and shall contain such terms and conditions as 
the Board shall deem appropriate, which shall comply with the requirements of 
Section 423(b)(5) of the Code that all Employees granted Rights to purchase 
Shares under the Plan shall have the same rights and privileges. The terms and 
conditions of an Offering shall be incorporated by reference into the Plan and 
treated as part of the Plan. The provisions of separate Offerings need not be 
identical, but each Offering shall include (through incorporation of the 
provisions of this Plan by reference in the document comprising the Offering 
or otherwise) the period during which the Offering shall be effective, which 
period shall not exceed twenty-seven (27) months beginning with the Offering 
Date, and the substance of the provisions contained in paragraphs 6 through 9, 
inclusive.

     (b)  If a Participant has more than one Right outstanding under the Plan, 
unless he or she otherwise indicates in agreements or notices delivered 
hereunder: (i) each agreement or notice delivered by that Participant will be 
deemed to apply to all of his or her Rights under the Plan, and (ii) an 
earlier-granted Right (or a Right with a lower exercise price, if two Rights 
have identical grant dates) will be exercised to the fullest possible extent 
before a later-granted Right (or a Right with a higher exercise price if two 
Rights have identical grant dates) will be exercised.

6.   ELIGIBILITY.

     (a)  Rights may be granted only to Employees of the Company or, as the 
Board may designated as provided in subparagraph 3(b), to Employees of an 
Affiliate. Except as provided 

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in subparagraph 6(b), an Employee shall not be eligible to be granted Rights 
under the Plan unless, on the Offering Date, such Employee has been in the 
employ of the Company or the Affiliate, as the case may be, for such 
continuous period preceding such grant as the Board may require, but in no 
event shall the required period of continuous employment be equal to or 
greater than two (2) years.

     (b)  The Board may provide that each person who, during the course of an 
Offering, first becomes an Eligible Employee will, on a date or dates 
specified in the Offering which coincides with the day on which such person 
becomes an Eligible Employee or which occurs thereafter, receive a Right under 
that Offering, which Right shall thereafter be deemed to be a part of that 
Offering. Such Right shall have the same characteristics as any Rights 
originally granted under that Offering, as described herein, except that:

          (i)   the date on which such Right is granted shall be the "Offering 
Date" of such Right for all purposes, including determination of the exercise 
price of such Right;

          (ii)  the period of the Offering with respect to such Right shall 
begin on its Offering Date and end coincident with the end of such Offering; 
and

          (iii) the Board may provide that if such person first becomes an 
Eligible Employee within a specified period of time before the end of the 
Offering, he or she will not receive any Right under that Offering.

     (c)  No Employee shall be eligible for the grant of any Rights under the 
Plan if, immediately after any such Rights are granted, such Employee owns 
stock possessing five percent (5%) or more of the total combined voting power 
or value of all classes of stock of the Company or of any Affiliate. For 
purposes of this subparagraph 6(c), the rules of Section 424(d) of the Code 
shall apply in determining the stock ownership of any Employee, and stock 
which such Employee may purchase under all outstanding rights and options 
shall be treated as stock owned by such Employee.

     (d)  An Eligible Employee may be granted Rights under the Plan only if 
such Rights, together with any other Rights granted under all Employee Stock 
Purchase Plans of the Company and any Affiliates, as specified by Section 
423(b)(8) of the Code, do not permit such Eligible Employee's rights to 
purchase Shares of the Company or any Affiliate to accrue at a rate which 
exceeds twenty five thousand dollars ($25,000) of the fair market value of 
such Shares (determined at the time such Rights are granted) for each calendar 
year in which such Rights are outstanding at any time.

     (e)  The Board may provide in an Offering that Employees who are highly 
compensated Employees within the meaning of Section 423(b)(4)(D) of the Code 
shall not be eligible to participate.

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7.   RIGHTS; PURCHASE PRICE.

     (a)  On each Offering Date, each Eligible Employee, pursuant to an 
Offering made under the Plan, shall be granted the Right to purchase up to the 
number of Shares purchasable either:

          (i)  with a percentage designated by the Board not exceeding fifteen 
percent (15%) of such Employee's Earnings (as defined by the Board in each 
Offering) during the period which begins on the Offering Date (or such later 
date as the Board determines for a particular Offering) and ends on the date 
stated in the Offering, which date shall be no later than the end of the 
Offering; or

          (ii) with a maximum dollar amount designated by the Board that, as 
the Board determines for a particular Offering, (1) shall be withheld, in 
whole or in part, from such Employee's Earnings (as defined by the Board in 
each Offering) during the period which begins on the Offering Date (or such 
later date as the Board determines for a particular Offering) and ends on the 
date stated in the Offering, which date shall be no later than the end of the 
Offering and/or (2) shall be contributed, in whole or in part, by such 
Employee during such period.

     (b)  The Board shall establish one or more Purchase Dates during an 
Offering on which Rights granted under the Plan shall be exercised and 
purchases of Shares carried out in accordance with such Offering.

     (c)  In connection with each Offering made under the Plan, the Board may 
specify a maximum amount of Shares that may be purchased by any Participant as 
well as a maximum aggregate amount of Shares that may be purchased by all 
Participants pursuant to such Offering. In addition, in connection with each 
Offering that contains more than one Purchase Date, the Board may specify a 
maximum aggregate amount of Shares which may be purchased by all Participants 
on any given Purchase Date under the Offering. If the aggregate purchase of 
Shares upon exercise of Rights granted under the Offering would exceed any 
such maximum aggregate amount, the Board shall make a pro rata allocation of 
the Shares available in as nearly a uniform manner as shall be practicable and 
as it shall deem to be equitable.

     (d)  The purchase price of Shares acquired pursuant to Rights granted 
under the Plan shall be not less than the lesser of:

          (i)  an amount equal to eighty-five percent (85%) of the fair market 
value of the Shares on the Offering Date; or

          (ii) an amount equal to eighty-five percent (85%) of the fair market 
value of the Shares on the Purchase Date.

8.   PARTICIPATION; WITHDRAWAL; TERMINATION.

     (a)  An Eligible Employee may become a Participant in the Plan pursuant 
to an Offering by delivering a participation agreement to the Company within 
the time specified in the 

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Offering, in such form as the Company provides. Each such agreement shall 
authorize payroll deductions of up to the maximum percentage specified by the 
Board of such Employee's Earnings during the Offering (as defined in each 
Offering). The payroll deductions made for each Participant shall be credited 
to a bookkeeping account for such Participant under the Plan and either may be 
deposited with the general funds of the Company or may be deposited in a 
separate account in the name of, and for the benefit of, such Participant with 
a financial institution designated by the Company. To the extent provided in 
the Offering, a Participant may reduce (including to zero) or increase such 
payroll deductions. To the extent provided in the Offering, a Participant may 
begin such payroll deductions after the beginning of the Offering. A 
Participant may make additional payments into his or her account only if 
specifically provided for in the Offering and only if the Participant has not 
already had the maximum permitted amount withheld during the Offering.

     (b)  At any time during an Offering, a Participant may terminate his or 
her payroll deductions under the Plan and withdraw from the Offering by 
delivering to the Company a notice of withdrawal in such form as the Company 
provides. Such withdrawal may be elected at any time prior to the end of the 
Offering except as provided by the Board in the Offering. Upon such withdrawal 
from the Offering by a Participant, the Company shall distribute to such 
Participant all of his or her accumulated payroll deductions (reduced to the 
extent, if any, such deductions have been used to acquire Shares for the 
Participant) under the Offering, without interest unless otherwise specified 
in the Offering, and such Participant's interest in that Offering shall be 
automatically terminated. A Participant's withdrawal from an Offering will 
have no effect upon such Participant's eligibility to participate in any other 
Offerings under the Plan but such Participant will be required to deliver a 
new participation agreement in order to participate in subsequent Offerings 
under the Plan.

     (c)  Rights granted pursuant to any Offering under the Plan shall 
terminate immediately upon cessation of any participating Employee's 
employment with the Company or a designated Affiliate for any reason (subject 
to any post-employment participation period required by law) or other lack of 
eligibility. The Company shall distribute to such terminated Employee all of 
his or her accumulated payroll deductions (reduced to the extent, if any, such 
deductions have been used to acquire Shares for the terminated Employee) under 
the Offering, without interest unless otherwise specified in the Offering. If 
the accumulated payroll deductions have been deposited with the Company's 
general funds, then the distribution shall be made from the general funds of 
the Company, without interest. If the accumulated payroll deductions have been 
deposited in a separate account with a financial institution as provided in 
subparagraph 8(a), then the distribution shall be made from the separate 
account, without interest unless otherwise specified in the Offering.

     (d)  Rights granted under the Plan shall not be transferable by a 
Participant otherwise than by will or the laws of descent and distribution, or 
by a beneficiary designation as provided in paragraph 15 and, otherwise during 
his or her lifetime, shall be exercisable only by the person to whom such 
Rights are granted.

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9.   EXERCISE.

     (a)  On each Purchase Date specified therefor in the relevant Offering, 
each Participant's accumulated payroll deductions and other additional 
payments specifically provided for in the Offering (without any increase for 
interest) will be applied to the purchase of Shares up to the maximum amount 
of Shares permitted pursuant to the terms of the Plan and the applicable 
Offering, at the purchase price specified in the Offering. No fractional 
Shares shall be issued upon the exercise of Rights granted under the Plan 
unless specifically provided for in the Offering.

     (b)  Unless otherwise specifically provided in the Offering, the amount, 
if any, of accumulated payroll deductions remaining in any Participant's 
account after the purchase of Shares that is equal to the amount required to 
purchase one or more whole Shares on the final Purchase Date of the Offering 
shall be distributed in full to the Participant at the end of the Offering, 
without interest. If the accumulated payroll deductions have been deposited 
with the Company's general funds, then the distribution shall be made from the 
general funds of the Company, without interest. If the accumulated payroll 
deductions have been deposited in a separate account with a financial 
institution as provided in subparagraph 8(a), then the distribution shall be 
made from the separate account, without interest unless otherwise specified in 
the Offering.

     (c)  No Rights granted under the Plan may be exercised to any extent 
unless the Shares to be issued upon such exercise under the Plan (including 
Rights granted thereunder) are covered by an effective registration statement 
pursuant to the Securities Act and the Plan is in material compliance with all 
applicable state, foreign and other securities and other laws applicable to 
the Plan. If on a Purchase Date in any Offering hereunder the Plan is not so 
registered or in such compliance, no Rights granted under the Plan or any 
Offering shall be exercised on such Purchase Date, and the Purchase Date shall 
be delayed until the Plan is subject to such an effective registration 
statement and such compliance, except that the Purchase Date shall not be 
delayed more than twelve (12) months and the Purchase Date shall in no event 
be more than twenty-seven (27) months from the Offering Date. If, on the 
Purchase Date of any Offering hereunder, as delayed to the maximum extent 
permissible, the Plan is not registered and in such compliance, no Rights 
granted under the Plan or any Offering shall be exercised and all payroll 
deductions accumulated during the Offering (reduced to the extent, if any, 
such deductions have been used to acquire Shares) shall be distributed to the 
Participants, without interest unless otherwise specified in the Offering. If 
the accumulated payroll deductions have been deposited with the Company's 
general funds, then the distribution shall be made from the general funds of 
the Company, without interest. If the accumulated payroll deductions have been 
deposited in a separate account with a financial institution as provided in 
subparagraph 8(a), then the distribution shall be made from the separate 
account, without interest unless otherwise specified in the Offering.

10.  COVENANTS OF THE COMPANY.

     (a)  During the terms of the Rights granted under the Plan, the Company 
shall ensure that the amount of Shares required to satisfy such Rights are 
available.

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     (b)  The Company shall seek to obtain from each federal, state, foreign 
or other regulatory commission or agency having jurisdiction over the Plan 
such authority as may be required to issue and sell Shares upon exercise of 
the Rights granted under the Plan. If, after reasonable efforts, the Company 
is unable to obtain from any such regulatory commission or agency the 
authority which counsel for the Company deems necessary for the lawful 
issuance and sale of Shares under the Plan, the Company shall be relieved from 
any liability for failure to issue and sell Shares upon exercise of such 
Rights unless and until such authority is obtained.

11.  USE OF PROCEEDS FROM SHARES.

     Proceeds from the sale of Shares pursuant to Rights granted under the 
Plan shall constitute general funds of the Company.

12.  RIGHTS AS A STOCKHOLDER.

     A Participant shall not be deemed to be the holder of, or to have any of 
the rights of a holder with respect to, Shares subject to Rights granted under 
the Plan unless and until the Participant's Shares acquired upon exercise of 
Rights under the Plan are recorded in the books of the Company.

13.  ADJUSTMENTS UPON CHANGES IN SECURITIES.

     (a)  If any change is made in the Shares subject to the Plan, or subject 
to any Right, without the receipt of consideration by the Company (through 
merger, consolidation, reorganization, recapitalization, reincorporation, 
stock dividend, dividend in property other than cash, stock split, liquidating 
dividend, combination of shares, exchange of shares, change in corporate 
structure or other transaction not involving the receipt of consideration by 
the Company), the Plan will be appropriately adjusted in the class(es) and 
maximum number of Shares subject to the Plan pursuant to subparagraph 4(a), 
and the outstanding Rights will be appropriately adjusted in the class(es), 
number of Shares and purchase limits of such outstanding Rights. The Board 
shall make such adjustments, and its determination shall be final, binding and 
conclusive. (The conversion of any convertible securities of the Company shall 
not be treated as a transaction that does not involve the receipt of 
consideration by the Company.)

     (b)  In the event of: (i) a dissolution, liquidation, or sale of all or 
substantially all of the assets of the Company; (ii) a merger or consolidation 
in which the Company is not the surviving corporation; or (iii) a reverse 
merger in which the Company is the surviving corporation but the Shares 
outstanding immediately preceding the merger are converted by virtue of the 
merger into other property, whether in the form of securities, cash or 
otherwise, then: (1) any surviving or acquiring corporation shall assume 
Rights outstanding under the Plan or shall substitute similar rights 
(including a right to acquire the same consideration paid to Stockholders in 
the transaction described in this subparagraph 13(b)) for those outstanding 
under the Plan, or (2) in the event any surviving or acquiring corporation 
refuses to assume such Rights or to substitute similar rights for those 
outstanding under the Plan, then, as determined by the Board in its sole 
discretion such Rights may continue in full force and effect or the 
Participants' accumulated payroll deductions (exclusive of any accumulated 
interest which cannot be applied 

                                     -9-
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toward the purchase of Shares under the terms of the Offering) may be used to 
purchase Shares immediately prior to the transaction described above under the 
ongoing Offering and the Participants' Rights under the ongoing Offering 
thereafter terminated.

14.  AMENDMENT OF THE PLAN.

     (a)  The Board at any time, and from time to time, may amend the Plan. 
However, except as provided in paragraph 13 relating to adjustments upon 
changes in securities and except as to minor amendments to benefit the 
administration of the Plan, to take account of a change in legislation or to 
obtain or maintain favorable tax, exchange control or regulatory treatment for 
Participants or the Company or any Affiliate, no amendment shall be effective 
unless approved by the stockholders of the Company to the extent stockholder 
approval is necessary for the Plan to satisfy the requirements of Section 423 
of the Code, Rule 16b-3 under the Exchange Act and any Nasdaq or other 
securities exchange listing requirements. Currently under the Code, 
stockholder approval within twelve (12) months before or after the adoption of 
the amendment is required where the amendment will:

          (i)   Increase the amount of Shares reserved for Rights under the 
Plan;

          (ii)  Modify the provisions as to eligibility for participation in 
the Plan to the extent such modification requires stockholder approval in 
order for the Plan to obtain employee stock purchase plan treatment under 
Section 423 of the Code or to comply with the requirements of Rule 16b-3; or

          (iii) Modify the Plan in any other way if such modification requires 
stockholder approval in order for the Plan to obtain employee stock purchase 
plan treatment under Section 423 of the Code or to comply with the 
requirements of Rule 16b-3.

     (b)  It is expressly contemplated that the Board may amend the Plan in 
any respect the Board deems necessary or advisable to provide Employees with 
the maximum benefits provided or to be provided under the provisions of the 
Code and the regulations promulgated thereunder relating to Employee Stock 
Purchase Plans and/or to bring the Plan and/or Rights granted under it into 
compliance therewith.

     (c)  Rights and obligations under any Rights granted before amendment of 
the Plan shall not be impaired by any amendment of the Plan, except with the 
consent of the person to whom such Rights were granted, or except as necessary 
to comply with any laws or governmental regulations, or except as necessary to 
ensure that the Plan and/or Rights granted under the Plan comply with the 
requirements of Section 423 of the Code.

15.  DESIGNATION OF BENEFICIARY.

     (a)  A Participant may file a written designation of a beneficiary who is 
to receive any Shares and/or cash, if any, from the Participant's account 
under the Plan in the event of such Participant's death subsequent to the end 
of an Offering but prior to delivery to the Participant of such Shares and 
cash. In addition, a Participant may file a written designation of a 
beneficiary 

                                     -10-
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who is to receive any cash from the Participant's account under the Plan in 
the event of such Participant's death during an Offering.

     (b)  The Participant may change such designation of beneficiary at any 
time by written notice. In the event of the death of a Participant and in the 
absence of a beneficiary validly designated under the Plan who is living at 
the time of such Participant's death, the Company shall deliver such Shares 
and/or cash to the executor or administrator of the estate of the Participant, 
or if no such executor or administrator has been appointed (to the knowledge 
of the Company), the Company, in its sole discretion, may deliver such Shares 
and/or cash to the spouse or to any one or more dependents or relatives of the 
Participant, or if no spouse, dependent or relative is known to the Company, 
then to such other person as the Company may designate.

16.  TERMINATION OR SUSPENSION OF THE PLAN.

     (a)  The Board in its discretion may suspend or terminate the Plan at any 
time. Unless sooner terminated, the Plan shall terminate at the time that all 
of the Shares subject to the Plan's reserve, as increased and/or adjusted from 
time to time, have been issued under the terms of the Plan. No Rights may be 
granted under the Plan while the Plan is suspended or after it is terminated.

     (b)  Rights and obligations under any Rights granted while the Plan is in 
effect shall not be impaired by suspension or termination of the Plan, except 
as expressly provided in the Plan or with the consent of the person to whom 
such Rights were granted, or except as necessary to comply with any laws or 
governmental regulation, or except as necessary to ensure that the Plan and/or 
Rights granted under the Plan comply with the requirements of Section 423 of 
the Code.

17.  EFFECTIVE DATE OF PLAN.

     The Plan shall become effective as determined by the Board, but no Rights 
granted under the Plan shall be exercised unless and until the Plan has been 
approved by the stockholders of the Company within twelve (12) months before 
or after the date the Plan is adopted by the Board, which date may be prior to 
the effective date set by the Board.

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