
<PAGE>

                                  F5 LABS, INC.

                              AMENDED AND RESTATED

                             1996 STOCK OPTION PLAN

         This Amended and Restated 1996 Stock Option Plan (the "Plan") provides
for the grant of options to acquire shares of Common Stock, no par value (the
"Common Stock"), of F5 Labs, Inc., a Washington corporation (the "Company").
Stock options granted under this Plan that qualify under Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code"), are referred to in this
Plan as "Incentive Stock Options." Incentive Stock Options and stock options
that do not qualify under Section 422 of the Code ("Non-Qualified Stock
Options") granted under this Plan are referred to as "Options."

         1. PURPOSES. The purposes of this Plan are to retain the services of
valued key employees and consultants of the Company, and such other persons as
the Plan Administrator shall select in accordance with Section 3 below, to
encourage such persons to acquire a greater proprietary interest in the Company,
thereby strengthening their incentive to achieve the objectives of the
shareholders of the Company, and to serve as an aid and inducement in the hiring
of new employees, consultants and other persons selected by the Plan
Administrator.

         2. ADMINISTRATION. This Plan shall be administered by the Board of
Directors of the Company (the "Board"), except that the Board may, in its
discretion, establish a committee composed of members of the Board or other
persons to administer this Plan, which committee (the "Committee") may be an
executive, compensation or other committee, including a separate committee
especially created for this purpose. The Committee shall have such of the powers
and authority vested in the Board hereunder as the Board may delegate to it
(including the power and authority to interpret any provision of this Plan or of
any Option). The members of any such Committee shall serve at the discretion of
the Board. The Board, or the Committee if one has been established by the Board,
are referred to in this Plan as the "Plan Administrator." Following registration
of any of the Company's securities under Section 12 of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), no person shall serve as a member
of the Plan Administrator if his or her service would disqualify this Plan from
eligibility under Securities and Exchange Commission Rule 16b-3, as amended from
time to time, or any successor rule or regulatory requirements; PROVIDED, that
the Plan Administrator shall consist of at least the minimum number of persons
required by Securities and Exchange Commission Rule 16b-3, as amended, or any
successor rule or regulatory requirements.

         Subject to the provisions of this Plan, and with a view to effecting
its purpose, the Plan Administrator shall have sole authority, in its absolute
discretion, to: (a) construe and interpret this Plan; (b) define the terms used
in this Plan; (c) prescribe, amend and rescind rules and regulations relating to
this Plan; (d) correct any defect, supply any omission or reconcile any
inconsistency in this Plan; (e) determine the individuals to whom Options shall
be granted under this Plan and whether the Option is an Incentive Stock Option
or a Non-Qualified Stock Option;


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<PAGE>


(f) determine the time or times at which Options shall be granted under this
Plan; (g) determine the number of shares of Common Stock subject to each Option,
the exercise price of each Option, the duration of each Option and the times at
which each Option shall become exercisable; (h) determine all other terms and
conditions of Options; and (i) make all other determinations necessary or
advisable for the administration of this Plan. All decisions, determinations and
interpretations made by the Plan Administrator shall be binding and conclusive
on all participants in this Plan and on their legal representatives, heirs and
beneficiaries.

         3. ELIGIBILITY. Incentive Stock Options may be granted to any
individual who, at the time the Option is granted, is an employee of the Company
or any Related Corporation (as defined below), including employees who are
directors of the Company ("Employees"). Non-Qualified Stock Options may be
granted to Employees and to such other persons other than directors who are not
Employees as the Plan Administrator shall select. Options may be granted in
substitution for outstanding Options of another corporation in connection with
the merger, consolidation, acquisition of property or stock or other
reorganization between such other corporation and the Company or any subsidiary
of the Company. Options also may be granted in exchange for outstanding Options.
Any person to whom an Option is granted under this Plan is referred to as an
"Optionee."

         As used in this Plan, the term "Related Corporation," when referring to
a subsidiary corporation, shall mean any corporation (other than the Company) in
an unbroken chain of corporations beginning with the Company if, at the time of
the granting of the Option, each of the corporations other than the last
corporation in the unbroken chain owns stock possessing fifty percent (50%) or
more of the total combined voting power of all classes of stock of one of the
other corporations in such chain. When referring to a parent corporation, the
term "Related Corporation" shall mean any corporation (other than the Company)
in an unbroken chain of corporations ending with the Company if, at the time of
granting of the Option, each of the corporations other than the Company owns
stock possessing fifty percent (50%) or more of the total combined voting power
of all classes of stock of one of the other corporations in such chain.

         4. STOCK. Subject to approval of the Plan by shareholders of the
Company, options to purchase a maximum of 300,000 shares of the Company's
authorized but unissued, or reacquired, Common Stock may be issued pursuant to
the Plan, subject to adjustment as provided in Section 5.13.1 below, LESS any
shares issuable upon the exercise of Options granted pursuant to the Company's
Amended and Restated Directors' Non-qualified Stock Option Plan; PROVIDED, that
any shares of Common Stock received or withheld by the Company as payment for
shares of Common Stock purchased upon exercise of Options pursuant to Section
5.9 below shall be added to the number of such shares as to which Options may be
granted. The number of shares with respect to which Options may be granted
hereunder is subject to adjustment as set forth in Section 5.13 below. In the
event that any outstanding Option expires or is terminated for any reason, the
shares of Common Stock allocable to the unexercised portion of such Option may
again be subject to an Option to the same Optionee or to a different person
eligible under Section 3 above.


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<PAGE>


         5. TERMS AND CONDITIONS OF OPTIONS. Each Option granted under this Plan
shall be evidenced by a written agreement approved by the Plan Administrator
(the "Agreement"). Agreements may contain such additional provisions, not
inconsistent with this Plan, as the Plan Administrator in its discretion may
deem advisable. All Options also shall comply with the following requirements:

         5.1 NUMBER OF SHARES AND TYPE OF OPTION. Each Agreement shall state the
number of shares of Common Stock to which it pertains and whether the Option is
intended to be an Incentive Stock Option or a Non-Qualified Stock Option. In the
absence of action to the contrary by the Plan Administrator in connection with
the grant of an Option, all Options shall be Non-Qualified Stock Options. The
aggregate fair market value (determined at the Date of Grant, as defined below)
of the stock with respect to which Incentive Stock Options are exercisable for
the first time by the Optionee during any calendar year (granted under this Plan
and all other Incentive Stock Option plans of the Company, a Related Corporation
or a predecessor corporation) shall not exceed such limit as may be prescribed
by the Code as it may be amended from time to time. Any Option which exceeds the
annual limit shall not be void but rather shall be a Non-Qualified Stock Option.

         5.2 DATE OF GRANT. Each Agreement shall state the date the Plan
Administrator has deemed to be the effective date of the Option for purposes of
this Plan (the "Date of Grant").

         5.3 OPTION PRICE. Each Agreement shall state the price per share of
Common Stock at which it is exercisable. The exercise price shall be fixed by
the Plan Administrator at whatever price the Plan Administrator may determine in
the exercise of its sole discretion; PROVIDED, that the per share exercise price
for any Option granted following the effective date of registration of any of
the Company's securities under Section 12 of the Securities Exchange Act of 1934
shall not be less than the fair market value per share of the Common Stock at
the Date of Grant as determined by the Plan Administrator in good faith;
PROVIDED FURTHER, that the per share exercise price for an Incentive Stock
Option shall not be less than the fair market value per share of the Common
Stock at the Date of Grant as determined by the Plan Administrator in good
faith; PROVIDED FURTHER, that with respect to Incentive Stock Options granted to
greater-than-ten-percent (>10%) shareholders of the Company (as determined with
reference to Section 424(d) of the Code), the exercise price per share shall not
be less than one hundred ten percent (110%) of the fair market value per share
of the Common Stock at the Date of Grant; and, PROVIDED FURTHER, that Incentive
Stock Options granted in substitution for outstanding Options of another
corporation in connection with the merger, consolidation, acquisition of
property or stock or other reorganization involving such other corporation and
the Company or any subsidiary of the Company may be granted with an exercise
price equal to the exercise price for the substituted Option of the other
corporation, subject to any adjustment consistent with the terms of the
transaction pursuant to which the substitution is to occur.

                  5.4 DURATION OF OPTIONS. At the time of the grant of the
Option, the Plan Administrator shall designate, subject to Section 5.7 below,
the expiration date of the Option, which date shall not be later than ten (10)
years from the Date of Grant in the case of Incentive


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Stock Options; PROVIDED, that the expiration date of any Incentive Stock Option
granted to a greater-than-ten-percent (>10%) shareholder of the Company (as
determined with reference to Section 424(d) of the Code) shall not be later than
five (5) years from the Date of Grant. In the absence of action to the contrary
by the Plan Administrator in connection with the grant of a particular Option,
and except in the case of Incentive Stock Options as described above, all
Options granted under this Plan shall expire ten (10) years from the Date of
Grant.

         5.5 VESTING SCHEDULE. No Option shall be exercisable until it has
vested. The vesting schedule for each Option shall be specified by the Plan
Administrator at the time of grant of the Option; provided, that if no vesting
schedule is specified at the time of grant, the Option shall vest according to
the following schedule:

<TABLE>
<CAPTION>

         NUMBER OF YEARS FOLLOWING DATE OF GRANT                  PERCENTAGE OF TOTAL OPTION TO BE EXERCISABLE
         ---------------------------------------                  --------------------------------------------
<S>                                                                                <C>
                            1                                                         25%
                            2                                                         50%
                            3                                                         75%
                            4                                                         100%
</TABLE>

         5.6 ACCELERATION OF VESTING. The vesting of one or more outstanding
Options may be accelerated by the Plan Administrator at such times and in such
amounts as it shall determine in its sole discretion. If an Employee Optionee's
employment terminates by reason of death or Disability (as defined in Section
5.7 below), any Option held by such Employee Optionee who has been Continuously
Employed by the Company or Related Corporation for a minimum of two (2) years
shall become fully vested and exercisable and may thereafter be exercised during
the term of the Option set forth in Section 5.7 below. "Continuously Employed"
shall mean the absence of any interruption or termination of service. Continuous
Employment with the Company or Related Corporation shall not be considered
interrupted in the case of sick leave, military leave or any other leave of
absence approved by the Company or Related Corporation or in the case of
transfers between locations of the Company or between the Company, Related
Corporations or their successors, provided that the Optionee continues to be an
employee of the Company or any Related Corporation. The vesting of Options also
shall be accelerated under the circumstances described in Sections 5.13 and 5.14
below.

         5.7 TERM OF OPTION. Vested Options shall terminate, to the extent not
previously exercised, upon the occurrence of the first of the following events:
(i) the expiration of the Option, as designated by the Plan Administrator in
accordance with Section 5.4 above; (ii) the expiration of ninety (90) days from
the date of an Optionee's termination of employment or contractual relationship
with the Company or any Related Corporation for any reason whatsoever other than
death or Disability (as defined below) unless, in the case of a Non-Qualified
Stock Option, the exercise period is extended by the Plan Administrator until a
date not later than the expiration date of the Option; or (iii) the expiration
of one (1) year from (A) the date of death of the Optionee or (B) cessation of
an Optionee's employment or contractual relationship by reason of Disability (as
defined below) unless, in the case of a Non-Qualified Stock Option, the exercise
period is extended by the Plan Administrator until a date not later than the
expiration date of the Option. If an Optionee's employment or contractual
relationship is terminated by death, any


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Option held by the Optionee shall be exercisable only by the person or persons
to whom such Optionee's rights under such Option shall pass by the Optionee's
will or by the laws of descent and distribution of the state or county of the
Optionee's domicile at the time of death. "Disability" shall mean that a person
is unable to engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment that can be expected to
result in death or that has lasted or can be expected to last for a continuous
period of not less than twelve (12) months. The Plan Administrator shall
determine whether an Optionee has incurred a Disability on the basis of medical
evidence acceptable to the Plan Administrator. Upon making a determination of
Disability, the Committee shall, for purposes of the Plan, determine the date of
an Optionee's termination of employment or contractual relationship.

         Unless accelerated in accordance with Section 5.6 above, unvested
Options shall terminate immediately upon termination of employment of the
Optionee by the Company for any reason whatsoever, including death or
Disability.

         If, in the case of an Incentive Stock Option, an Optionee's
relationship with the Company changes (e.g., from an Employee to a non-Employee,
such as a consultant), such change shall not constitute a termination of an
Optionee's employment with the Company but rather the Optionee's Incentive Stock
Option. For purposes of this Section 5.7, transfer of employment between or
among the Company and/or any Related Corporation shall not be deemed to
constitute a termination of employment with the Company or any Related
Corporation. For purposes of this Section 5.7, employment shall be deemed to
continue while the Optionee is on military leave, sick leave or other bona fide
leave of absence (as determined by the Plan Administrator). The foregoing
notwithstanding, with respect to Incentive Stock Options, employment shall not
be deemed to continue beyond the first ninety (90) days of such leave, unless
the Optionee's re-employment rights are guaranteed by statute or by contract.

         5.8 EXERCISE OF OPTIONS. Options shall be exercisable, either all or in
part, at any time after vesting, until termination; PROVIDED, that after
registration of any of the Company's securities under Section 12 of the Exchange
Act, Optionee must comply with the six (6) month holding period requirements of
Section 16(b) of the Exchange Act and Rule 16b-3 thereunder. If less than all of
the shares included in the vested portion of any Option are purchased, the
remainder may be purchased at any subsequent time prior to the expiration of the
Option term. No portion of any Option for less than fifty (50) shares (as
adjusted pursuant to Section 5.13 below) may be exercised; PROVIDED, that if the
vested portion of any Option is less than fifty (50) shares, it may be exercised
with respect to all shares for which it is vested. Only whole shares may be
issued pursuant to an Option, and to the extent that an Option covers less than
one (1) share, it is unexercisable. Options or portions thereof may be exercised
by giving to the Company an executed notice of election to exercise, which
notice shall specify the number of shares to be purchased, and be accompanied by
payment in the amount of the aggregate exercise price for the Common Stock so
purchased, which payment shall be in the form specified in Section 5.9 below.
The Company shall not be obligated to issue, transfer or deliver a certificate
of Common Stock to any Optionee, or to his personal representative, until the
aggregate exercise price has been paid for all shares for which the Option shall
have been exercised and adequate provision has been made by the Optionee for
satisfaction of any tax withholding obligations


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<PAGE>


associated with such exercise. During the lifetime of an Optionee, Options are
exercisable only by the Optionee.

         5.9 PAYMENT UPON EXERCISE OF OPTION. Upon the exercise of any Option,
the aggregate exercise price shall be paid to the Company in cash or by
certified or cashier's check. In addition, upon approval of the Plan
Administrator, an Optionee may pay for all or any portion of the aggregate
exercise price by (i) delivering to the Company shares of Common Stock
previously held by such Optionee, (ii) having shares withheld from the amount of
shares of Common Stock to be received by the Optionee, (iii) delivering an
irrevocable subscription agreement obligating the Optionee to take and pay for
the shares of Common Stock to be purchased within one (1) year of the date of
such exercise or (iv) complying with any other payment mechanisms as the Plan
Administrator may approve from time to time. The shares of Common Stock received
or withheld by the Company as payment for shares of Common Stock purchased upon
the exercise of Options shall have a fair market value at the date of exercise
(as determined by the Plan Administrator) equal to the aggregate exercise price
(or portion thereof) to be paid by the Optionee upon such exercise.

         5.10 RIGHTS AS A SHAREHOLDER. An Optionee shall have no rights as a
shareholder with respect to any shares covered by an Option until such Optionee
becomes a record holder of such shares, irrespective of whether such Optionee
has given notice of exercise. Subject to the provisions of Sections 5.13 and
5.14 below, no rights shall accrue to an Optionee and no adjustments shall be
made on account of dividends (ordinary or extraordinary, whether in cash,
securities or other property) or distributions or other rights declared on, or
created in, the Common Stock for which the record date is prior to the date the
Optionee becomes a record holder of the shares of Common Stock covered by the
Option, irrespective of whether such Optionee has given notice of exercise.

         5.11 TRANSFER OF OPTION. Options granted under this Plan and the rights
and privileges conferred by this Plan may not be transferred, assigned, pledged
or hypothecated in any manner (whether by operation of law or otherwise) other
than by will or by applicable laws of descent and distribution, as defined by
the Code, or the Employee Retirement Income Security Act, or the rules and
regulations thereunder, and shall not be subject to execution, attachment or
similar process. Upon any attempt to transfer, assign, pledge, hypothecate or
otherwise dispose of any Option or of any right or privilege conferred by this
Plan contrary to the provisions hereof, or upon the sale, levy or any attachment
or similar process upon the rights and privileges conferred by this Plan, such
Option shall thereupon terminate and become null and void.

         5.12 SECURITIES REGULATION AND TAX WITHHOLDING

         5.12.1 Shares shall not be issued with respect to an Option unless the
exercise of such Option and the issuance and delivery of such shares shall
comply with all relevant provisions of law, including, without limitation, any
applicable state securities laws, the Securities Act of 1933, as amended, the
Exchange Act, as amended, the rules and regulations thereunder and the
requirements of any stock exchange upon which such shares may then be listed,
and such issuance shall be further subject to the approval of counsel for the
Company with


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respect to such compliance, including the availability of an exemption from
registration for the issuance and sale of such shares. The inability of the
Company to obtain from any regulatory body the authority deemed by the Company
to be necessary for the lawful issuance and sale of any shares under this Plan,
or the unavailability of an exemption from registration for the issuance and
sale of any shares under this Plan, shall relieve the Company of any liability
with respect to the non-issuance or sale of such shares.

         As a condition to the exercise of an Option, the Plan Administrator may
require the Optionee to represent and warrant in writing at the time of such
exercise that the shares are being purchased only for investment and without any
then-present intention to sell or distribute such shares. At the option of the
Plan Administrator, a stop-transfer order against such shares may be placed on
the stock books and records of the Company, and a legend indicating that the
stock may not be pledged, sold or otherwise transferred unless an opinion of
counsel is provided stating that such transfer is not in violation of any
applicable law or regulation, may be stamped on the certificates representing
such shares in order to assure an exemption from registration. The Plan
Administrator also may require such other documentation as may from time to time
be necessary to comply with federal and state securities laws. THE COMPANY HAS
NO OBLIGATION TO UNDERTAKE REGISTRATION OF OPTIONS OR THE SHARES OF STOCK
ISSUABLE UPON THE EXERCISE OF OPTIONS.

         5.12.2 As a condition to the exercise of any Option granted under this
Plan, the Optionee shall make such arrangements as the Plan Administrator may
require for the satisfaction of any federal, state or local withholding tax
obligations that may arise in connection with such exercise.

         5.12.3 The issuance, transfer or delivery of certificates of Common
Stock pursuant to the exercise of Options may be delayed, at the discretion of
the Plan Administrator, until the Plan Administrator is satisfied that the
applicable requirements of the federal and state securities laws and the
withholding provisions of the Code have been met.

         5.13 STOCK DIVIDEND, REORGANIZATION OR LIQUIDATION

         5.13.1 If (i) the Company shall at any time be involved in a
transaction described in Section 424(a) of the Code (or any successor provision)
or any "corporate transaction" described in the regulations thereunder, (ii) the
Company shall declare a dividend payable in, or shall subdivide or combine, its
Common Stock or (iii) any other event with substantially the same effect shall
occur, then the Plan Administrator shall proportionately adjust the number of
shares of Common Stock authorized for issuance under this Plan pursuant to
Section 4 above, and shall further proportionately adjust the number of shares
of Common Stock and/or the exercise price per share with respect to each Option
then outstanding so as to preserve the rights of the Optionee substantially
proportionate to the rights of the Optionee prior to such event, all without
further action on the part of the Plan Administrator, the Company or the
Company's shareholders. For example, in the event the Company declares a 2-for-1
stock dividend (i) the number of shares of Common Stock authorized for issuance
under this Plan pursuant to section 4 above shall automatically be increased by
600,000 shares of Common


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Stock to an aggregate of 900,000 shares of Common Stock
and (ii) the number of shares issuable upon exercise of each Option then
outstanding shall automatically be tripled and the exercise price per share
shall automatically be reduced by two-thirds.

         5.13.2 If the Company is liquidated or dissolved, the Plan
Administrator shall allow the holders of any outstanding Options to exercise all
or any part of the unvested portion of the Options held by them; PROVIDED, that
such Options must be exercised prior to the effective date of such liquidation
or dissolution. If the Option holders do not exercise their Options prior to
such effective date, each outstanding Option shall terminate as of the effective
date of the liquidation or dissolution.

         5.13.3 The foregoing adjustments in the shares subject to Options shall
be made by the Plan Administrator, or by any successor administrator of this
Plan, or by the applicable terms of any assumption or substitution document.

         5.13.4 The grant of an Option shall not affect in any way the right or
power of the Company to make adjustments, reclassifications, reorganizations or
changes of its capital or business structure, to merge, consolidate or dissolve,
to liquidate or to sell or transfer all or any part of its business or assets.

         5.14 CHANGE IN CONTROL; DECLARATION OF EXTRAORDINARY DIVIDEND

         5.14.1 CHANGE IN CONTROL. If at any time there is a Change in Control
(as defined below) of the Company, all Options shall accelerate and become fully
vested and immediately exercisable for the duration of the Option term. For
purposes of this Subsection 5.14.1, "Change in Control" shall mean either one of
the following: (i) When any "person," as such term is used in sections 13(d) and
14(d) of the Exchange Act (other than a shareholder of the Company on the date
of this Plan, the Company, a Subsidiary or an employee benefit plan of the
Company, including any trustee of such plan acting as trustee) becomes, after
the date of this Plan, the "beneficial owner" (as defined in Rule 13d-3 under
the Exchange Act), directly or indirectly, of securities of the Company
representing fifty percent (50%) or more of the combined voting power of the
Company's then outstanding securities; or (ii) the occurrence of a transaction
requiring shareholder approval, and involving the sale of all or substantially
all of the assets of the Company or the merger of the Company with or into
another corporation.

         5.14.2 DECLARATION OF EXTRAORDINARY DIVIDEND. If at any time the
Company declares an Extraordinary Dividend (as defined below), all Options shall
accelerate and thereupon become fully vested and immediately exercisable for the
duration of the Option term. For purposes of this Subsection 5.14.2,
"Extraordinary Dividend" shall mean a cash dividend payable to holders of record
of the Common Stock in an amount in excess of ten percent (10%) of the then fair
market value of the Company's Common Stock. The fair market value of the
Company's Common Stock shall be determined in good faith by the Board.

         6. EFFECTIVE DATE; TERM. This Plan shall be effective as of the date of
approval by the shareholders of the Company. Incentive Stock Options may be
granted by the Plan


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Administrator from time to time thereafter until ten (10) years after such
approval. Non-Qualified Stock Options may be granted until this Plan is
terminated by the Board in its sole discretion. Termination of this Plan shall
not terminate any Option granted prior to such termination.

         7. NO OBLIGATIONS TO EXERCISE OPTION. The grant of an Option shall
impose no obligation upon the Optionee to exercise such Option.

         8. NO RIGHT TO OPTIONS OR TO EMPLOYMENT. The grant of any Options under
this Plan shall be exclusively within the discretion of the Plan Administrator,
and nothing contained in this Plan shall be construed as giving any person any
right to participate under this Plan. The Plan shall not confer on any Optionee
any right with respect to continuation of any employment or contractual
relationship with the Company or any Related Corporation, nor shall it interfere
in any way with the Company's or, where applicable, a Related Corporation's
right to terminate any Optionee's employment or contractual relationship at any
time, which right is hereby reserved.

         9. APPLICATION OF FUNDS. The proceeds received by the Company from the
sale of Common Stock issued upon the exercise of Options shall be used for
general corporate purposes, unless otherwise directed by the Board.

         10. INDEMNIFICATION OF PLAN ADMINISTRATOR. In addition to all other
rights of indemnification they may have as members of the Board, members of the
Plan Administrator shall be indemnified by the Company for all reasonable
expenses and liabilities of any type or nature, including reasonable attorneys'
fees, incurred in connection with any action, suit or proceeding to which they
or any of them are a party by reason of, or in connection with, this Plan or any
Option granted under this Plan, and against all amounts paid by them in
settlement thereof (provided that such settlement is approved by independent
legal counsel selected by the Company), except to the extent that such expenses
relate to matters for which it is adjudged that such Plan Administrator member
is liable for willful misconduct; PROVIDED, that within fifteen (15) days after
the institution of any such action, suit or proceeding, the Plan Administrator
member involved therein shall, in writing, notify the Company of such action,
suit or proceeding, so that the Company may have the opportunity to make
appropriate arrangements to prosecute or defend the same.

         11. AMENDMENT OF PLAN. The Plan Administrator may, at any time, modify,
amend or terminate this Plan and Options granted under this Plan, including,
without limitation, such modifications or amendments as are necessary to
maintain compliance with applicable statutes, rules or regulations; PROVIDED,
that no amendment with respect to an outstanding Option shall be made over the
objection of the Optionee thereof; and PROVIDED FURTHER, that, following
registration of any of the Company's securities under Section 12 of the Exchange
Act, the approval of the holders of a majority of the Company's outstanding
shares of voting capital stock represented at a meeting at which a quorum is
present is required within twelve (12) months before or after the adoption by
the Plan Administrator of any amendment that will permit the granting of Options
to a class of persons other than those currently eligible to receive Options
under this Plan or that would cause this Plan to no longer comply with
Securities and Exchange


                                       9
<PAGE>


Commission Rule 16b-3, as amended, or any successor rule or other regulatory
requirements. Without limiting the generality of the foregoing, the Plan
Administrator may modify grants to persons who are eligible to receive Options
under this Plan who are foreign nationals or employed outside the United States
to recognize differences in local law, tax policy or custom.



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