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                                                                    Exhibit 99.1

                                   NETLI, INC.

                     AMENDED AND RESTATED STOCK OPTION PLAN

      1. Purpose of the Plan. The purposes of this Stock Option Plan are to
attract and retain the best available personnel for positions of substantial
responsibility, to provide additional incentive to the Employees and Consultants
of the Company and to promote the success of the Company's business.

            Options granted hereunder may be either Incentive Stock Options or
Nonstatutory Stock Options, at the discretion of the Board and as reflected in
the terms of the written option agreement.

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

            (a) "Acquisition" shall mean:

                  (i) any "person" (as such term is used in Sections 13(d) and
14(d) of the Securities Exchange Act of 1934) who is or becomes the "beneficial
owner" (as defined in Rule 13d-3 under said Act), directly or indirectly, of
securities of the Company representing 50% or more of the total voting power
represented by the Company's then outstanding voting securities;

                  (ii) any consolidation or merger of the Company with or into
any other corporation or other entity or person in which the stockholders of the
Company prior to such consolidation or merger own less than fifty percent (50%)
of the Company's voting power immediately after such consolidation or merger,
excluding any consolidation or merger effected exclusively to change the
domicile of the Company; or

                  (iii) the sale, transfer or other disposition of all or
substantially all of the Company's assets or a complete liquidation or
dissolution of the Company.

            (b) "Board" shall mean the Board of Directors of the Company.

            (c) "Code" shall mean the Internal Revenue Code of 1986, as amended.

            (d) "Committee" shall mean the Committee appointed by the Board in
accordance with paragraph (a) of Section 4 of the Plan, or, if no Committee is
appointed, then the Board.

            (e) "Common Stock" shall mean the Common Stock, par value $0.001 per
share, of the Company.

            (f) "Company" shall mean Netli, Inc., a Delaware corporation.

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            (g) "Consultant" shall mean any person who is engaged by the Company
or any Parent or Subsidiary to render consulting services and is compensated for
such consulting services, and any director or advisory committee member of the
Company whether compensated for such services or not; provided, that if and in
the event the Company registers any class of any equity security pursuant to
Section 12 of the Exchange Act, the term Consultant shall thereafter not include
directors who are not compensated for their services or are paid only a
director's fee by the Company.

            (h) "Continuous Status as an Employee or Consultant" shall mean the
absence of any interruption or termination of service as an Employee or
Consultant. Continuous Status as an Employee or Consultant shall not be
considered interrupted in the case of sick leave, military leave or any other
leave of absence approved by the Board; provided, that such leave is for a
period of not more than 90 days or reemployment upon the expiration of such
leave is guaranteed by contract or statute.

            (i) "Disinterested Person" shall mean a director (i) who is not,
during the one year prior to service as an administrator of the Plan pursuant to
Section 4(a), or during such service, granted or awarded equity securities
pursuant to the Plan or any other plan of the Company or any of its affiliates
except as permitted by Rule 16b-3(b)(3)(i)(A)-(D) under the Exchange Act or (ii)
who is otherwise considered to be a "disinterested person" in accordance with
Rule 16b-3(b)(3)(ii), or any other applicable rules, regulations or
interpretation of the Securities Exchange Commission. Any such person shall
otherwise comply with the requirements of Rule 16b-3 under the Exchange Act.

            (j) "Employee" shall mean any person, including officers and
directors, employed by the Company or any Parent or Subsidiary of the Company.
The payment of a director's fee by the Company shall not be sufficient to
constitute "employment" by the Company.

            (k) "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended.

            (l) "Incentive Stock Option" shall mean an Option intended to
qualify as an incentive stock option within the meaning of Section 422 of the
Code.

            (m) "Nonstatutory Stock Option" shall mean an Option not intended to
qualify as an Incentive Stock Option.

            (n) "Option" shall mean a stock option granted pursuant to the Plan.

            (o) "Optioned Stock" shall mean the Common Stock subject to an
Option.

            (p) "Optionee" shall mean an Employee or Consultant who receives an
Option.

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

            (r) "Plan" shall mean this Amended and Restated Stock Option Plan,
as amended, restated or otherwise modified from time to time.

            (s) "Post-Termination Exercise Period" shall mean the period
specified in the Stock Option Agreement of not more than ninety (90) days for
employees of the Corporation and eight (8) years for Consultants to the
Corporation commencing on the date of termination, other than Termination for
Cause by the Corporation or any Subsidiary, of the Optionee's Continuous Status
as an Employee or Consultant, or such other period as may be applicable upon
death or permanent disability (as defined in Section 22(e)(3) of the Internal
Revenue Code of 1986, as amended).

            (t) "Share" shall mean a share of the Common Stock, as adjusted in
accordance with Section 11 of the Plan.

            (u) "Stock Option Agreement" shall mean Stock Option Agreement as
defined in Section 16 of the Plan.

            (v) "Subsidiary" shall mean a "subsidiary corporation", whether now
or hereafter existing, as defined in Section 424(f) of the Code.

            (w) "Termination for Cause" shall mean the termination of service of
an Employee or Consultant due to dishonesty, violation of any covenant set forth
in any employment or consulting agreement or a Non-Disclosure and Developments
Agreement signed by such Employee or Consultant, or refusal or failure to
perform the duties reasonably assigned to such Employee of Consultant pursuant
to any employment or consulting agreement.

      3. Stock Subject to the Plan. Subject to the provisions of Section 11 of
the Plan, the maximum aggregate number of shares which may be optioned and sold
under the Plan is fifteen million ninety-six thousand (15,096,000) shares of
Common Stock. The Shares may be authorized, but unissued, or reacquired Common
Stock.

            If an Option should expire or become unexercisable for any reason
without having been exercised in full, the unpurchased Shares which were subject
thereto shall, unless the Plan shall have been terminated, become available for
future grant under the Plan. Notwithstanding any other provision of the Plan,
shares issued under the Plan and later repurchased by the Company shall not
become available for future grant or sale under the Plan.

      4. Administration of the Plan.

            (a) Procedure. The Plan shall be administered by the Board.

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                  (i) The Board may appoint a Committee consisting of not less
than two members of the Board to administer the Plan on behalf of the Board,
subject to such terms and conditions as the Board may prescribe. Once appointed,
the Committee shall continue to serve until otherwise directed by the Board.
Members of the Board who are either eligible for Options or have been granted
Options may vote on any matters affecting the administration of the Plan or the
grant of any Options pursuant to the Plan, except that no such member shall act
upon the granting of an Option to himself, but any such member may be counted in
determining the existence of a quorum at any meeting of the Board during which
action is taken with respect to the granting of Options to him.

                  (ii) Notwithstanding the foregoing subparagraph (i), if and in
any event the Company registers any class of any equity security pursuant to
Section 12 of the Exchange Act, any grants of Options to officers or directors
shall only be made by the Board, if each member of the Board is a Disinterested
Person; provided, however, if each member of the Board is not a Disinterested
Person, then grants of Options to officers or directors shall only be made by a
Committee of two or more directors, each of whom is a Disinterested Person.

                  (iii) Subject to the foregoing subparagraphs (i) and (ii),
from time to time the Board may increase the size of the Committee and appoint
additional members thereof, remove members (with or without cause) and appoint
new members in substitution therefor, fill vacancies however caused, or remove
all members of the Committee and thereafter directly administer the Plan.

            (b) Powers of the Committee. Subject to the provisions of the Plan,
the Committee shall have the authority, in its discretion: (i) to grant
Incentive Stock Options or Nonstatutory Stock Options except to officers of the
Corporation; (ii) to recommend to the Board grants of Incentive Stock Options or
Nonstatutory Stock Options to officers of the Corporation; (iii) to recommend to
the Board, upon review of relevant information and in accordance with Section
8(b) of the Plan, the fair market value of the Common Stock; (iv) to recommend
to the Board the exercise price per share of Options to be granted, which
exercise price shall be determined in accordance with Section 8(a) of the Plan;
(v) to determine the Employees or Consultants to whom, and the time or times at
which, Options shall be granted and the number of shares to be represented by
each Option; (vi) to interpret the Plan; (vii) to prescribe, amend and rescind
rules and regulations relating to the Plan; (viii) to determine the terms and
provisions of each Option granted (which need not be identical) and, with the
consent of the holder thereof, modify or amend each Option; (ix) to defer (with
the consent of the Optionee) the exercise date of any Option, consistent with
the provisions of Section 5 of the Plan; (x) to authorize any person to execute
on behalf of the Company any instrument required to effectuate the grant of an
Option previously granted by the Board; and (xi) to make all other
determinations deemed necessary or advisable for the administration of the Plan.

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            (c) Effect of Committee's Decision. All decisions, determinations
and interpretations of the Committee, with the exception of recommendations to
the Board, shall be final and binding on all Optionees and any other holders of
any Options granted under the Plan.

      5. Eligibility.

            (a) Nonstatutory Stock Options may be granted only to Employees and
Consultants. Incentive Stock Options may be granted only to Employees. An
Employee or Consultant who has been granted an Option may, if he is otherwise
eligible, be granted an additional Option or Options.

            (b) In the event that stock options designated as Incentive Stock
Options have been granted to an Employee which, when aggregated with all other
incentive stock options granted to such Employee by the Company or any Parent or
Subsidiary, would result in Shares having an aggregate fair market value
(determined for each Share as of the date of grant of the Option covering such
Share) in excess of one hundred thousand dollars ($100,000) becoming first
available for purchase upon exercise of one or more incentive stock options
during any calendar year any options in excess of that amount shall be treated
for all purposes as Nonstatutory Stock Options.

            (c) Section 5(b) of the Plan shall apply only to an Incentive Stock
Option evidenced by an "Incentive Stock Option Agreement" which sets forth the
intention of the Company and the Optionee that such Option shall qualify as an
Incentive Stock Option. Section 5(b) of the Plan shall not apply to any Option
evidenced by a "Nonstatutory Stock Option Agreement" which sets forth the
intention of the Company and the Optionee that such Option shall be a
Nonstatutory Stock Option.

            (d) The Plan shall not confer upon any Optionee any right with
respect to continuation of employment or consulting relationship with the
Company, nor shall it interfere in any way with his right or the Company's right
to terminate his employment or consulting relationship at any time, with or
without cause.

      6. Term of Plan. The Plan shall become effective upon the earlier to occur
of its adoption by the Board or its approval by the stockholders of the Company
as described in Section 17 of the Plan. It shall continue in effect for a term
of 10 years unless sooner terminated under Section 13 of the Plan. Termination
of the Plan shall not affect the obligations of the Company or the rights of
Optionees pursuant to Options outstanding on the date of termination.

      7. Term of Option. The term of each Incentive Stock Option shall be 10
years from the date of grant thereof or such shorter term as may be provided in
the Incentive Stock Option Agreement. The term of each Nonstatutory Stock Option
shall be 10 years from the date of grant thereof or such shorter term as may be
provided in the Nonstatutory Stock Option Agreement. However, in the case of an
Incentive Stock Option granted to an Optionee who, at the time the Option is
granted, owns stock

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representing more than 10 percent of the voting power of all classes of stock of
the Company or any Parent or Subsidiary, the term of the Option shall be five
years from the date of grant thereof or such shorter term as may be provided in
the Incentive Stock Option Agreement.

      8. Exercise Price and Consideration.

            (a) The per Share exercise price for the Shares to be issued
pursuant to exercise of an Option shall be such price as is determined by the
Committee, but shall be subject to the following:

                  (i) In the case of an Incentive Stock Option

                        (A) granted to an Employee, at the time of the grant of
such Incentive Stock Option, owns stock representing more than 10 percent of the
voting power of all classes of stock of the Company or any Parent or Subsidiary,
the per Share exercise price shall be no less than 110% of the fair market value
per Share on the date of grant.

                        (B) granted to an Employee, the per Share exercise price
shall be no less than 100% of the fair market value per Share on the date of
grant.

                  (ii) In the case of a Nonstatutory Stock Option

                        (A) granted to an Employee or Consultant who, at the
time of the grant of such Option, owns stock representing more than 10 percent
of the voting power of all classes of stock of the Company or any Parent or
Subsidiary, the per Share exercise price shall be no less than 110% of the fair
market value per Share on the date of the grant.

                        (B) granted to an Employee or Consultant, the per Share
exercise price shall be no less than 85% of the fair market value per Share on
the date of grant.

            (b) The fair market value shall be determined by the Committee in
its discretion; provided, however, that where there is a public market for the
Common Stock, the fair market value per Share shall be the mean of the bid and
asked prices (or the closing price per share if the Common Stock is listed on
the National Association of Securities Dealers Automated Quotation ("NASDAQ")
National Market System) of the Common Stock for the date of grant, as reported
in the Wall Street Journal (or, if not so reported, as otherwise reported by the
NASDAQ System) or, in the event the Common Stock is listed on a stock exchange,
the fair market value per Share shall be the closing price on such exchange on
the date of grant of the Option, as reported in the Wall Street Journal.

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            (c) The consideration to be paid for the Shares to be issued upon
exercise of an Option, including the method of payment, shall be determined by
the Committee and may consist entirely of cash, check or other Shares of Common
Stock which (i) either have been owned by the Optionee for more than six months
on the date of surrender or were not acquired, directly or indirectly, from the
Company, and (ii) have a fair market value on the date of surrender equal to the
aggregate exercise price of the Shares as to which said Option shall be
exercised, or any combination of such methods of payment.

      9. Exercise of Option.

            (a) Procedure for Exercise. Any Option granted hereunder shall be
exercisable at such times and under such conditions as determined by the Board,
including performance criteria with respect to the Company and/or the Optionee,
and as shall be permissible under the terms of the Plan.

                  (i) Stock Option Agreement. Each grant of an Option under the
Plan shall be evidenced by a Stock Option Agreement.

                  (ii) Exercisability. The Stock Option Agreement shall specify
the date when all or any installment of the Option is to become exercisable. The
vesting of any Option shall be determined by the Committees at its sole
discretion.

                  (iii) No Fractional Shares. An Option may not be exercised for
a fraction of a Share.

                  (iv) Exercise. An Option shall be deemed to be exercised when
written notice of such exercise has been given to the Company in accordance with
the terms of the Stock Option Agreement by the person entitled to exercise the
Option and full payment for the Shares with respect to which the Option is
exercised has been received by the Company. Full payment may, as authorized by
the Committee, consist of consideration and method of payment allowable under
Section 8(c) of the Plan.

                  (v) No Rights as a Stockholder. Until the issuance (as
evidenced by the appropriate entry on the books of the Company or of a duly
authorized transfer agent of the Company) of the stock certificate evidencing
such Shares, no right to vote or receive dividends or any other rights as a
stockholder shall exist with respect to the Optioned Stock, notwithstanding the
exercise of the Option. The Company shall issue (or cause to be issued) such
stock certificate promptly upon exercise of the Option. No adjustment will be
made for a dividend or other right for which the record date is prior to the
date the stock certificate is issued, except as provided in Section 11 of the
Plan.

            (b) Termination for Cause of Status as an Employee or Consultant. In
the event of a Termination for Cause of an Optionee's Continuous Status as an
Employee or Consultant (as the case may be), such Optionee may, but at any time
within 30 days (or such longer period of time, not exceeding three months in the
case of an Incentive

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Stock Option or six months in the case of a Nonstatutory Stock Option, as is
determined by the Board, with such determination in the case of a Incentive
Stock Option being made at the time of grant of the Option) after the date of
such termination (but in no event later than the date of expiration of the term
of such Option as set forth in the Stock Option Agreement), exercise his Option
to the extent that he was entitled to exercise it at the date of such
termination. To the extent that he was not entitled to exercise the Option at
the date of such termination, or if he does not exercise such Option (which he
was entitled to exercise) within the time specified herein, the Option shall
terminate.

            (c) Termination without Cause of Status as an Employee or
Consultant. In the event of termination of an Optionee's Continuous Status as an
Employee or Consultant, except for a Termination for Cause, such Optionee may,
but at any time within the applicable Post-Termination Exercise Period (but in
no event later than the date of expiration of the term of such Option as set
forth in the Stock Option Agreement), exercise his Option to the extent that he
was entitled to exercise it at the date of such termination. To the extent that
he was not entitled to exercise the Option at the date of such termination, or
if he does not exercise such Option (which he was entitled to exercise) within
the time specified herein, the Option shall terminate.

            (d) Disability of Optionee. Notwithstanding the provisions of
Section 9(b) above, in the event of termination of an Optionee's Continuous
Status as an Employee or Consultant as a result of his total and permanent
disability (as defined in Section 22(e)(3) of the Code), he may, at any time
within six (6) months (or such longer period of time not exceeding twelve (12)
months as is determined by the Board, with such determination in the case of an
Incentive Stock Option being made at the time of grant of the Option) from the
date of such termination (but in no event later than the date of expiration of
the term of such Option as set forth in the Stock Option Agreement), exercise
his Option to the extent he was entitled to exercise it at the date of such
termination. To the extent that he was not entitled to exercise the Option at
the date of termination, or if he does not exercise such Option (which he was
entitled to exercise) within the time specified herein, the Option shall
terminate.

            (e) Death of Optionee. In the event of the death of an Optionee:

                  (i) during the term of the Option who is, at the time of his
death, an Employee or Consultant of the Company and who shall have been in
Continuous Status as an Employee or Consultant since the date of grant of the
Option, the Option may be exercised, at any time within six months following the
date of death (but in no event later than the date of expiration of the term of
such Option as set forth in the Stock Option Agreement), by the Optionee's
estate or by a person who acquired the right to exercise the Option by bequest
or inheritance, but only to the extent of the right to exercise that would have
accrued had the Optionee continued living and remained in Continuous Status as
an Employee or Consultant six months after the date of death, subject to the
limitation set forth in Section 5(b) above; or

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                  (ii) within thirty (30) days (or such other period of time not
exceeding three months as is determined by the Board, with such determination in
the case of an Incentive Stock Option being made at the time of grant of the
Option) after the termination of Continuous Status as an Employee or Consultant,
the Option may be exercised, at any time within six months following the date of
death (but in no event later than the date of expiration of the term of such
Option as set forth in the Stock Option Agreement), by the Optionee's estate or
by a person who acquired the right to exercise the Option by bequest or
inheritance, but only to the extent of the right to exercise that had accrued at
the date of termination.

      10. Non-Transferability of Options. The Option may not be sold, pledged,
assigned, hypothecated, transferred or disposed of in any manner other than by
will or by the laws of descent or distribution and may be exercised, during the
lifetime of the Optionee, only by the Optionee.

      11. Adjustments Upon Changes in Capitalization or Merger. Subject to any
required action by the stockholders of the Company, the number of shares of
Common Stock covered by each outstanding Option, and the number of shares of
Common Stock which have been authorized for issuance under the Plan but as to
which no Options have yet been granted or which have been returned to the Plan
upon cancellation or expiration of an Option, as well as the price per share of
Common Stock covered by each such outstanding Option, shall be proportionately
adjusted for any increase or decrease in the number of issued shares of Common
Stock resulting from a stock split, reverse stock split, stock dividend,
combination or reclassification of the Common Stock or similar transaction. Such
adjustment shall be made by the Board, whose determination in that respect shall
be final, binding and conclusive. Except as expressly provided herein, no
issuance by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall affect, and no adjustment
by reason thereof shall be made with respect to, the number or price of shares
of Common Stock subject to an Option.

            In the event of the proposed dissolution or liquidation of the
Company, the Board shall notify the Optionee at least fifteen (15) days prior to
such proposed action. To the extent it has not been previously exercised, the
Option will terminate immediately prior to the consummation of such proposed
action.

            In the event the Company undergoes an Acquisition, then any
surviving corporation or entity or acquiring corporation or entity, or affiliate
of such corporation or entity, may assume any Options outstanding under the Plan
or may substitute similar stock awards (including an award to acquire the same
consideration paid to the stockholders in the transaction described in this
paragraph) for those outstanding under the Plan. In the event any surviving
corporation or entity or acquiring corporation or entity in an Acquisition, or
affiliate of such corporation or entity, does not assume such Options or does
not substitute similar stock awards for those outstanding under the Plan, then
with respect to (i) Options held by participants in the Plan whose status as an
Employee or Consultant has not terminated prior to such event, the vesting of
such

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Options (and, if applicable, the time during which such awards may be exercised)
shall be accelerated and made fully exercisable and all restrictions thereon
shall lapse at least ten (10) days prior to the closing of the Acquisition (and
the Options terminated if not exercised prior to the closing of such
Acquisition), and (ii) any other Options outstanding under the Plan, such
Options shall be terminated if not exercised prior to the closing of the
Acquisition.

      12. Time of Granting Options. The date of grant of an Option shall, for
all purposes, be the date on which the Committee makes the determination
granting such Option, or the date of hire of any Employee or Consultant,
provided that the Committee authorizes any such grant at the next scheduled
meeting of the Committee after the date of such grant. Notice of the
determination shall be given to each Employee or Consultant to whom an Option is
so granted within a reasonable time after the date of such grant.

      13. Amendment, Suspension and Termination of the Plan.

            (a) Amendment and Termination. The Board may amend, suspend or
terminate the Plan at any time in such respects as the Board may deem advisable;
provided, that the following revisions or amendments shall require approval of
the stockholders of the Company in the manner described in Section 18 of the
Plan:

                  (i) any increase in the number of Shares subject to the Plan,
other than in connection with an adjustment under Section 11 of the Plan;

                  (ii) any change in the designation of the class of persons
eligible to be granted options; or

                  (iii) if the Company has a class of equity securities
registered under Section 12 of the Exchange Act at the time of such revision or
amendment, any material increase in the benefits accruing to participants under
the Plan.

            (b) Stockholder Approval. If any amendment requiring stockholder
approval under Section 13(a) of the Plan is made subsequent to the first
registration of any class of equity securities by the Company under Section 12
of the Exchange Act, such stockholder approval shall be solicited as described
in Section 18 of the Plan.

            (c) Effect of Amendment, Suspension or Termination. Any such
amendment, suspension or termination of the Plan shall not affect Options
already granted and such Options shall remain in full force and effect as if
this Plan had not been amended, suspended or terminated, unless mutually agreed
otherwise between the Optionee and the Committee, which agreement must be in
writing and signed by the Optionee and the Company.

      14. Conditions Upon Issuance of Shares. Shares shall not be issued
pursuant to the exercise of an Option unless the exercise of such Option and the
issuance and delivery of such Shares pursuant thereto shall comply with all
relevant provisions of law,

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including, without limitation, the Securities Act of 1933, as amended, the
Exchange Act, the rules and regulations promulgated thereunder, and the
requirements of any stock exchange upon which the Shares may then be listed, and
shall be further subject to the approval of counsel for the Company with respect
to such compliance.

            Any Shares issued upon exercise of an Option shall be subject to
such rights of repurchase, rights of first refusal and other transfer
restrictions as the Committee may determine. Such restrictions shall be set
forth in the applicable Stock Option Agreement and shall apply in addition to
any restrictions that may apply to holders of Shares generally.

            As a condition to the exercise of an Option, the Company may require
the person exercising such Option to represent and warrant at the time of any
such exercise that the Shares are being purchased only for investment and
without any present intention to sell or distribute such Shares if, in the
opinion of counsel for the Company, such a representation is required by any of
the aforementioned relevant provisions of law.

      15. Lock-Up. If requested by the underwriters for the initial underwritten
public offering of securities of the Corporation, the Optionee shall agree not
to sell, assign, transfer, pledge, hypothecate, mortgage, encumber or otherwise
dispose of all or any Shares issued upon exercise of an Option, without the
written consent of such underwriters, for a period of not more than one hundred
eighty (180) days following the effective date of the registration statement
relating to such offering.

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

            The inability of the Company to obtain authority from any regulatory
body having jurisdiction, which authority is deemed by the Company's counsel to
be necessary for the lawful issuance and sale of any Shares hereunder, shall
relieve the Company of any liability in respect of the failure to issue or sell
such Shares as to which such requisite authority shall not have been obtained.

      17. Stock Option Agreement. All Options shall be evidenced by written
Stock Option Agreements in such form as the Committee shall approve. The
provisions of the various Stock Option Agreements need not be identified.

      18. Stockholder Approval.

            (a) Continuance of the Plan shall be subject to approval by the
stockholders of the Company within twelve (12) months after the date the Plan is
adopted. Any Option exercised before stockholder approval is obtained shall be
rescinded if stockholder approval is not obtained within twelve (12) months
after the Plan is adopted. Such shares shall not be counted in determining
whether such approval is obtained.

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            (b) If and in the event that the Company registers any class of
equity securities pursuant to Section 12 of the Exchange Act, any required
approval of the stockholders of the Company obtained after such registration
shall be solicited substantially in accordance with Section 14(a) of the
Exchange Act and the rules and regulations promulgated thereunder.

            (c) If any required approval by the stockholders of the Plan itself
or of any amendment thereto is solicited at any time otherwise than as described
in Section 18(b) hereof, then the Company shall, at or prior to the first annual
meeting of stockholders held subsequent to the later of (1) the first
registration of any class of equity securities of the Company under Section 12
of the Exchange Act or (2) the granting of an Option hereunder to an officer or
director after such registration, do the following:

                  (i) furnish in writing to the stockholders entitled to vote
for the Plan substantially the same information which would be required (if
proxies to be voted with respect to approval or disapproval of the Plan or
amendment were then being solicited) by the rules and regulations in effect
under Section 14(a) of the Exchange Act at the time such information is
furnished; and

                  (ii) file with, or mail for filing to, the Securities and
Exchange Commission four copies of the written information referred to in
subsection (i) hereof not later than the date on which such information is first
sent or given to stockholders.

      19. Information to Optionees. The Company shall provide to each Optionee,
during the period for which such Optionee has one or more Options outstanding,
copies of all annual reports and other information which are provided to all
stockholders of the Company. The Company shall not be required to provide such
information if the issuance of Options under the Plan is limited to key
employees whose duties in connection with the Company assure their access to
equivalent information.

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