EXHIBIT 99.1

                                PEOPLESOFT, INC.

                      AMENDED AND RESTATED 1989 STOCK PLAN

                   (as amended and restated on March 8, 2000)

         1. Purposes of the Plan. The purposes of this Stock Plan are to attract
and retain the best available personnel for positions of substantial
responsibility, to provide additional incentive to Employees and Consultants of
the Company and its Subsidiaries and to promote the success of the Company's
business. Options granted under the Plan may be incentive stock options (as
defined under Section 422 of the Code) or non-statutory stock options, as
determined by the Administrator at the time of grant of an option and subject to
the applicable provisions of Section 422 of the Code, as amended, and the
regulations promulgated thereunder. Stock purchase rights may also be granted
under the Plan.

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

                  (a) "Administrator" means the Board or any of its Committees
appointed pursuant to Section 4 of the Plan.

                  (b) "Applicable Laws" means the legal requirements relating to
the administration of stock plans under state corporate and securities laws and
the Code.

                  (c) "Board" means the Board of Directors of the Company.

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

                  (e) "Contingent Worker" describes any person during the period
in which the person renders services to, for or on behalf of the Company, Parent
or Subsidiary under one or more of the following categories or classifications:

                        (i) Independent Contractor. An "independent contractor"
is an individual (a) whose services are engaged by the Company, Parent or
Subsidiary under a written or oral contract, between the individual and the
Company, Parent or Subsidiary, to perform specialized tasks, for or on behalf of
the Company, Parent or Subsidiary, which require substantial skill and
independent judgement and (b) whose compensation is not subject to the
withholding of employment or income taxes by the Company, Parent or Subsidiary
under Sections 3121 or 3401 of the Code (other than back-up withholding under
Code Section 3406) but is subject to reporting by the Company, Parent or
Subsidiary, under Code Section 6041, on IRS Form 1099-MISC or other form for the
reporting of nonemployee compensation.

                        (ii) Leased Worker. A "leased worker" is an individual
hired by an employee leasing company and made available to the Company, Parent
or Subsidiary by the leasing

company, under a written or oral contract between the Company, Parent or
Subsidiary and the leasing company, in an arrangement in which the compensation
paid to the individual is subject to the withholding of employment or income
taxes by the leasing company under Sections 3121 or 3401 of the Code. The term
"leased worker" includes but is not limited to persons who provide services to
the Company, Parent or Subsidiary in a joint employment relationship with the
leasing company. Similarly, the term "leased worker" includes but is not limited
to a leased employee within the meaning of Section 414(n) of the Code.

                        (iii) Technical Contractor. A "technical contractor" is
an individual who is a skilled technical worker, such as an engineer or computer
specialist and who is hired by a technical services firm and made available to
the Company, Parent or Subsidiary by the technical services firm, in an
arrangement in which the compensation paid to the individual is subject to the
withholding of employment or income taxes by the technical services firm under
Sections 3121 or 3401 of the Code or is subject to reporting by the technical
services firm, under Code Section 6041, on IRS Form 1099-MISC or other form for
the reporting of nonemployee compensation. The term "technical contractor"
includes but is not limited to independent contractors and leased workers. The
term "technical services firm" includes but is not limited to a leasing company,
as described above, or a firm distinct from the Company, Parent or Subsidiary
under a master vendor program or outsourcing arrangement, as described below.

                        (iv) Master Vendor Worker. A "master vendor worker" is
an individual who renders services to the Company, Parent or Subsidiary under a
master vendor program. A master vendor program is an arrangement in which a
personnel agency or other human resources firm supplies the Company, Parent or
Subsidiary with some or all of the individuals who, at any time or from time to
time, constitute the temporary work force of the Company, Parent or Subsidiary,
either directly or through other temporary help services, with or without
consolidated billing or invoicing. The compensation paid to the master vendor
worker is subject to the withholding of employment or income taxes by the
personnel agency or human resources firm under Sections 3121 or 3401 of the Code
or is subject to reporting by the personnel agency or human resources firm,
under Code Section 6041, on IRS Form 1099-MISC or other form for the reporting
of nonemployee compensation. The term "master vendor worker" includes but is not
limited to independent contractors, leased workers and technical contractors.

                        (v) Outsourcing Organization Worker. An "outsourcing
organization worker" is an individual who renders services to the Company,
Parent or Subsidiary under an outsourcing or managed services arrangement. An
outsourcing or managed services arrangement exists when a firm, distinct from
the Company, Parent or Subsidiary and with specialized expertise, contracts with
the Company, Parent or Subsidiary not only to provide personnel but also to
assume responsibility for functions not at the core of the business of the
Company, Parent or Subsidiary. Non-core functions include but are not limited to
mail room, reception, food service, landscaping, and building security or
maintenance. The compensation paid to an outsourcing organization worker is
subject to the withholding of employment or income taxes by the outsourcing
organization or managed services firm under Sections 3121 or 3401 of the Code or
is subject to reporting by the outsourcing organization or managed services
firm, under Code Section 6041, on IRS Form 1099-


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MISC or other form for the reporting of nonemployee compensation. The term
"outsourcing organization worker" includes but is not limited to independent
contractors, leased workers, technical contractors and master vendor workers.

                        (vi) Consistent with the terms of the Plan and relevant
laws, the Administrator shall have discretionary authority to determine which
persons who provide services to, for or on behalf of the Company, Parent or
Subsidiary are Contingent Workers excluded from the categories of Consultant and
Employee under the Plan.

                  (f) "Committee" means the Committee appointed by the Board of
Directors in accordance with Section 4 of the Plan.

                  (g) "Common Stock" means the Common Stock of the Company.

                  (h) "Company" means PeopleSoft, Inc., a Delaware corporation.

                  (i) "Consultant" means any person, including an advisor, who
is engaged by the Company or any Parent or Subsidiary to render services and is
compensated for such services, and any Director 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 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.

                  (j) "Continuous Status as an Employee or Consultant" means the
absence of any interruption or termination of the employment or consulting
relationship by the Company or any Parent or Subsidiary. Continuous Status as an
Employee or Consultant shall not be considered interrupted in the case of: (i)
sick leave; (ii) military leave; (iii) any other leave of absence approved by
the Board, provided that such leave is for a period of not more than ninety (90)
days, unless reemployment upon the expiration of such leave is guaranteed by
contract or statute, or unless provided otherwise pursuant to Company policy
adopted from time to time; or (iv) in the case of transfers between locations of
the Company or between the Company, its Subsidiaries or its successor.

                  (k) "Director" means a member of the Board.

                  (l) "Disability" means total and permanent disability as
defined in Section 22 (e) (3) of the Code.

                  (m) "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. The term "Employee" does not include any
Contingent Worker even if such contingent workers are reclassified as common-law
employees of the Company, Parent or Subsidiary unless the Administrator selects
the Contingent Worker as a Consultant, within the meaning of Section 2(i)
herein, who shall participate in the Plan. Consistent with the terms of the Plan
and relevant laws, the


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Administrator shall have discretionary authority to determine the identity of
reclassified Contingent Workers who shall be treated as Consultants under the
Plan and the manner and extent to which such reclassified Contingent Workers
shall participate in the Plan.

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

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

                        (i) If the Common Stock is listed on any established
stock exchange or a national market system including without limitation the
Nasdaq National Market of the National Association of Securities Dealers, Inc.
Automated Quotation ("Nasdaq") System, its Fair Market Value shall be the
closing sales price for such stock (or the closing bid, if no sales were
reported, as quoted on such system or exchange or the exchange with the greatest
volume of trading in Common Stock for the last market trading day prior to the
time of determination) as reported in the Wall Street Journal or such other
source as the Administrator deems reliable;

                        (ii) If the Common Stock is quoted on the Nasdaq System
(but not on the Nasdaq National Market thereof) or regularly quoted by a
recognized securities dealer but selling prices are not reported, its Fair
Market Value shall be the mean between the high and low asked prices for the
Common Stock; or

                        (iii) In the absence of an established market for the
Common Stock, the Fair Market Value thereof shall be determined in good faith by
the Administrator.

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

                  (q) "Nonstatutory Stock Option" means an Option not intended
to qualify as an Incentive Stock Option.

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

                  (s) "Option" means a stock option granted pursuant to the
Plan.

                  (t) "Optioned Stock" means the Common Stock subject to an
Option.

                  (u) "Optionee" means an Employee or Consultant who receives an
Option.

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

                  (w) "Plan" means this Amended and Restated 1989 Stock Plan.


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                  (x) "Public Company" means the Company when the Company has a
class of equity securities registered under Section 12 of the Exchange Act.

                  (y) "Purchaser" means an Employee or Consultant who exercises
a Stock Purchase Right.

                  (z) "Restricted Stock" means shares of Common Stock acquired
pursuant to a grant of Stock Purchase Rights under Section 10 below.

                  (aa) "Rule 16b-3" means Rule 16b-3 of the Exchange Act or any
successor to Rule 16b-3, as in effect when discretion is being exercised with
respect to the Plan.

                  (bb) "Share" means a share of the Common Stock, as adjusted in
accordance with Section 12 of the Plan.

                  (cc) "Stock Purchase Right" means a right to purchase Common
Stock pursuant to the Plan or the right to receive a bonus of Common Stock for
past services.

                  (dd) "Subsidiary" means a "subsidiary corporation", whether
now or hereafter existing, as defined in Section 425(f) of the Code.

         3. Stock Subject to the Plan. Subject to the provisions of Section 12
of the Plan, the maximum aggregate number of Shares which may be optioned and
sold under the Plan is 104,600,000 Shares, plus an annual increase to be added
on the first day of each of the Company's fiscal years beginning in 1999 equal
to the lesser of (i) 20,000,000 shares of Common Stock (with such number
adjusted appropriately for any stock split or similar transaction) or (ii) 5 %
of the number of issued and outstanding shares of Common Stock on the last day
of the immediately preceding fiscal year. The Shares may be authorized, but
unissued, or reacquired Common Stock.

         If an Option or Stock Purchase Right should expire or become
unexercisable for any reason without having been exercised in full, or is
surrendered pursuant to an Option Exchange Program, the unpurchased Shares which
were subject thereto shall become available for future grant or sale under the
Plan (unless the Plan has terminated); provided, however, that Shares that have
actually been issued under the Plan, whether upon exercise of an Option or Stock
Purchase Right, shall not be returned to the Plan and shall not become available
for future distribution under the Plan.

         4. Administration of the Plan.

                  (a) Procedure.

                        (i) Multiple Administrative Bodies. If (A) the Company
is not a Public Company, or (B) the Company is a Public Company and it is
permitted by Rule 16b-3 and by the Applicable Laws, the Plan may (but need not)
be administered by different administrative bodies with respect to Directors,
non-Director Officers, and Employees who are neither Directors nor Officers.


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                        (ii) Administration With Respect to Directors and
Officers Subject to Section 16(b). With respect to Option and Stock Purchase
Rights grants made to Employees or Consultants who are also Officers or
Directors when the Company has a class of equity securities registered under
Section 12 of the Exchange Act (in which case the Company shall be referred to
herein as a "Public Company"), the Plan shall be administered by (A) the Board,
if the Board may administer the Plan in compliance with Rule 16b-3 as it applies
to a plan intended to qualify thereunder as a discretionary plan, or (B) a
Committee designated by the Board to administer the Plan, which Committee shall
be constituted (I) in such a manner as to permit the Plan to comply with Rule
16b-3 as it applies to a plan intended to qualify thereunder as a discretionary
plan and (II) in such a manner as to satisfy the Applicable Laws.

                        (iii) Administration With Respect to Other Persons. With
respect to Option and Stock Purchase Rights grants made to Employees or
Consultants who are neither Directors nor Officers of the Company and Option
grants made when the Company is not a Public Company, the Plan shall be
administered by (A) the Board or (B) a Committee designated by the Board, which
Committee shall be constituted in such a manner as to satisfy the Applicable
Laws.

                        (iv) General. Once a Committee has been appointed
pursuant to subsection (ii) or (iii) of this Section 4(a), such Committee shall
continue to serve in its designated capacity until otherwise directed by the
Board. From time to time the Board may increase the size of any Committee and
appoint additional members thereof, remove members (with or without cause) and
appoint new members in substitution therefor, fill vacancies (however caused)
and remove all members of a Committee and thereafter directly administer the
Plan, all to the extent permitted by the Applicable Laws, and, in the case of a
Committee appointed under subsection (ii), to the extent permitted by Rule 16b-3
as it applies to a plan intended to qualify thereunder as a discretionary plan.

                  (b) Powers of the Administrator. Subject to the provisions of
the Plan and in the case of a Committee, the specific duties delegated by the
Board to such Committee, the Administrator shall have the authority, in its
discretion:

                        (i) to determine the Fair Market Value of the Common
Stock, in accordance with Section 2(o) of the Plan;

                        (ii) to select the Consultants and Employees to whom
Options and Stock Purchase Rights may from time to time be granted hereunder;

                        (iii) to determine whether and to what extent Options
and Stock Purchase Rights or any combination thereof, are granted hereunder;

                        (iv) to determine the number of shares of Common Stock
to be covered by each such award granted hereunder;

                        (v) to approve forms of agreement for use under the
Plan;


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                        (vi) to determine the terms and conditions, not
inconsistent with the terms of the Plan, of any award granted hereunder
(including, but not limited to, the share price and any restriction or
limitation of any Option or other award and/or the shares of Common Stock
relating thereto, based in each case on such factors as the Administrator shall
determine, in its sole discretion); and

                        (vii) to determine the terms and restrictions applicable
to Stock Purchase Rights and the Restricted Stock purchased by exercising such
Stock Purchase Rights.

                  (c) Effect of Administrator's Decision. All decisions,
determinations and interpretations of the Administrator shall be final and
binding on all Optionees, Purchasers and any other holders of any Options or
Stock Purchase Rights.

         5. Eligibility.

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

                  (b) Each Option shall be designated in the written option
agreement as either an Incentive Stock Option or a Nonstatutory Stock Option.
However, notwithstanding such designations, to the extent that the aggregate
Fair Market Value of the Shares with respect to which Options designated as
Incentive Stock Options are exercisable for the first time by any Optionee
during any calendar year (under all plans of the Company or any Parent or
Subsidiary) exceeds $100,000, such excess Options shall be treated as
Nonstatutory Stock Options.

                  (c) For purposes of Section 5(b), Incentive Stock Options
shall be taken into account in the order in which they were granted, and the
Fair Market Value of the Shares shall be determined as of the time the Option
with respect to such Shares is granted.

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

                  (e) The following limitations shall apply to grants of Options
and Stock Purchase Rights to Employees:

                        (i) No Employee shall be granted, in any fiscal year of
the Company, Options and Stock Purchase Rights to purchase more than 4,000,000
Shares.

                        (ii) The foregoing limitation shall be adjusted
proportionately in connection with any change in the Company's capitalization as
described in Section 12.


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                        (iii) If an Option or Stock Purchase Right is cancelled
(other than in connection with a transaction described in Section 12), the
cancelled Option or Stock Purchase Right will be counted against the limit set
forth in Section 5(e)(i). For this purpose, if the exercise price of an Option
or Stock Purchase Right is reduced, the transaction will be treated as a
cancellation of the Option or Stock Purchase Right and the grant of a new Option
or Stock Purchase Right.

         6. Term of Plan. The Plan shall become effective upon the earlier to
occur of its adoption by the Board of Directors or its approval by the
stockholders of the Company as described in Section 18 of the Plan. It shall
continue in effect until March 17, 2008 unless sooner terminated under Section
14 of the Plan.

         7. Term of Option. The term of each Option shall be the term stated in
the Option Agreement; provided, however, that in the case of an Incentive Stock
Option or a Nonstatutory Stock Option, the term shall be no more than ten (10)
years from the date of grant thereof or such shorter term as may be provided in
the Option Agreement. However, in the case of an Option granted to an Optionee
who, at the time the Option is granted, owns stock representing more than ten
percent (10%) of the voting power of all classes of stock of the Company or any
Parent or Subsidiary, the term of the Option shall be five (5) years from the
date of grant thereof or such shorter term as may be provided in the Option
Agreement.

         8. Option Exercise Price and Consideration.

                  (a) Exercise Price. 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 Board, but shall be subject to the following:

                        (i) In the case of an Incentive Stock Option

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

                                (B) granted to any 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 a person who, at the time of the
grant of such Option, owns stock representing more than ten percent (10%) of the
voting power of all classes of stock of the Company or any Parent or Subsidiary,
the per Share exercise price shall be no less than 110% of the Fair Market Value
per Share on the date of the grant.

                                (B) granted to any person, the per Share
exercise price shall be no less than 85% of the Fair Market Value per Share on
the date of grant.


                                       8

                  (b) Form of Consideration. 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 Administrator (and, in the case of an
Incentive Stock Option, shall be determined at the time of grant) and may
consist entirely of (1) cash, (2) check, (3) promissory note, (4) other Shares
which (x) in the case of Shares acquired upon exercise of an Option 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 (y) 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, (5) authorization for the
Company to retain from the total number of Shares as to which the Option is
exercised that number of Shares having a Fair Market Value on the date of
exercise equal to the exercise price for the total number of Shares as to which
the Option is exercised, (6) delivery of a properly executed exercise notice
together with irrevocable instructions to a broker to promptly deliver to the
Company the amount of sale or loan proceeds required to pay the exercise price,
(7) delivery of an irrevocable subscription agreement for the Shares which
irrevocably obligates the option holder to take and pay for the Shares not more
than twelve months after the date of delivery of the subscription agreement, (8)
any combination of the foregoing methods of payment, or (9) such other
consideration and method of payment for the issuance of Shares to the extent
permitted under Applicable Laws. In making its determination as to the type of
consideration to accept, the Board shall consider if acceptance of such
consideration may be reasonably expected to benefit the Company.

         9. Exercise of Option.

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

                        An Option may not be exercised for a fraction of a
Share.

                        An Option shall be deemed to be exercised when notice of
such exercise has been given to the Company in accordance with the terms of the
Option 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 Administrator, consist of any
consideration and method of payment allowable under Section 8(b) of the Plan.
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. 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 12 of the Plan.

                        Exercise of an Option in any manner shall result in a
decrease in the number of Shares which thereafter may be available, both for
purposes of the Plan and for sale under the Option, by the number of Shares as
to which the Option is exercised.


                                       9

                  (b) Termination of Employment or Consulting Relationship. In
the event of termination of an Optionee's Continuous Status as an Employee or
Consultant with the Company (as the case may be), such Optionee may, but only
within ninety (90) days (or such other period of time of not less than thirty
(30) days 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 and not
exceeding ninety (90) days) after the date of such termination (but in no event
later than the expiration date of the term of such Option as set forth in the
Option Agreement), exercise his Option to the extent that Optionee was entitled
to exercise it at the date of such termination. To the extent that Optionee was
not entitled to exercise the Option at the date of such termination, or if
Optionee does not exercise such Option to the extent so entitled within the time
specified herein, the Option shall terminate.

                  (c) 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 Optionee's total and
permanent disability. Optionee may, but only within twelve (12) months from the
date of such termination (but in no event later than the expiration date of the
term of such Option as set forth in the Option Agreement), exercise the Option
to the extent otherwise entitled to exercise it at the date of such termination.
To the extent that Optionee was not entitled to exercise the Option at the date
of termination, or if Optionee does not exercise such Option to the extent so
entitled within the time specified herein, the Option shall terminate.

                  (d) Death of Optionee. In the event of the death of an
Optionee, the Option may be exercised, at any time within twelve (12) months
following the date of death (but in no event later than the expiration date of
the term of such Option as set forth in the 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 the Optionee was entitled to exercise the
Option at the date of death. To the extent that Optionee was not entitled to
exercise the Option at the date of termination, or if Optionee does not exercise
such Option to the extent so entitled within the time specified herein, the
Option shall terminate.

                  (e) Rule 16b-3. Options granted to persons subject to Section
16(b) of the Exchange Act must comply with Rule 16b-3 and shall contain such
additional conditions or restrictions as may be required thereunder to qualify
for the maximum exemption from Section 16 of the Exchange Act with respect to
Plan transactions.

         10. Stock Purchase Rights.

                  (a) Rights to Purchase. Stock Purchase Rights may be issued
either alone, in addition to, or in tandem with other awards granted under the
Plan and/or cash awards made outside of the Plan. After the Administrator
determines that it will offer Stock Purchase Rights under the Plan, it shall
advise the offeree in writing of the terms, conditions and restrictions related
to the offer, including the number of Shares that such person shall be entitled
to purchase, the price to be paid (which price shall not be less than 85% of the
Fair Market Value of the Shares as of the date of the offer), and the time
within which such person must accept such offer, which shall in no event exceed
thirty (30) days from the date upon which the Administrator made the
determination to grant the


                                       10

Stock Purchase Right. The offer shall be accepted by execution of a stock
purchase agreement in the form determined by the Administrator.

                  (b) Repurchase Option. Unless the Administrator determines
otherwise, the stock purchase agreement shall grant the Company a repurchase
option exercisable upon the voluntary or involuntary termination of the
Purchaser's employment or consulting relationship with the Company for any
reason (including death or disability). The purchase price for Shares
repurchased pursuant to the stock purchase agreement shall be the original price
paid by the Purchaser or the Fair Market Value as of the date of bonus in the
case of a stock bonus and may be paid by cancellation of any indebtedness of the
Purchaser to the Company. The repurchase option shall lapse at such rate as the
Administrator may determine.

                  (c) Other Provisions. The stock purchase agreement shall
contain such other terms, provisions and conditions not inconsistent with the
Plan as may be determined by the Administrator in its sole discretion. In
addition, the provisions of stock purchase agreements need not be the same with
respect to each Purchaser.

                  (d) Rights as a Stockholder. Once the Stock Purchase Right is
exercised, the Purchaser shall have the rights equivalent to those of a
stockholder, and shall be a stockholder when his or her purchase is entered upon
the records of the duly authorized transfer agent of the Company. No adjustment
will be made for a dividend or other right for which the record date is prior to
the date the Stock Purchase Right is exercised, except as provided in Section 12
of the Plan.

         11. Transferability of Options and Stock Purchase Rights. An Option or
Stock Purchase Right 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 or Purchaser, only by the Optionee or Purchaser; provided, however,
that the vested portions of Nonstatutory Stock Options may be transferred upon
written request to the Administrator subject to the following limitations:

                  (a) The Optionee must be a U.S. citizen and taxpayer (unless
the Administrator, in its sole discretion, decides to forego this requirement);

                  (b) The minimum number of Shares subject to a Nonstatutory
Stock Option which may be transferred will be 500 shares or, if less, the
greatest number of shares which the Optionee has reasonably determined may be
transferred without exceeding the applicable annual gift exclusion limit;

                  (c) The number of Nonstatutory Stock Options transfers each
Optionee may make each year shall be limited to (i) one for each beneficiary
each calendar year and (ii) no more than five transfers per calendar year;

                  (d) Once transferred, there shall be no further transfers of
the Option, unless determined otherwise by the Administrator in its sole
discretion;


                                       11

                  (e) The transferee must be an immediate family member, a trust
in which an immediate family member has a more than fifty percent beneficial
interest, or a LLC or partnership in which an immediate family member has a more
than fifty percent voting interest. "Immediate family member" as used herein
shall mean the spouse, lineal descendants, father, mother, brothers and sisters
of the Optionee, or if no such individuals exist, then an heir and/or successor
of the Optionee;

                  (f) The Company shall have the right, in its sole discretion,
to require legal documentation to be provided by the Optionee and to accept or
deny the request for transfer;

                  (g) The Optionee (and beneficiary if of legal age), must sign
an indemnification agreement holding the Company harmless for any reason for
each transfer, with such indemnification agreement including such
representations and provisions as are required by the Administrator, in its sole
discretion, and any other documentation relating to the transfer as is required
by the Administrator, in its sole discretion; and

                  (h) The terms and conditions of the Option shall be binding
upon the transferees, executors, administrators, heirs, successors and assigns
of the Optionee.

         12. 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 Stock Purchase Right, and
the number of shares of Common Stock which have been authorized for issuance
under the Plan but as to which no Options or Stock Purchase Rights have yet been
granted or which have been returned to the Plan upon cancellation or expiration
of an Option or Stock Purchase Right, as well as the price per share of Common
Stock covered by each such outstanding Option or Stock Purchase Right, 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 any other
increase or decrease in the number of issued shares of Common Stock effected
without receipt of consideration by the Company; provided, however, that
conversion of any convertible securities of the Company shall not be deemed to
have been "effected without receipt of consideration." Such adjustment shall be
made by the 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 or Stock Purchase Right.

                  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 of a merger of the Company with or into another
corporation, the Option shall be assumed or an equivalent option shall be
substituted by such successor corporation or a parent or subsidiary of such
successor corporation. With respect to any Option granted prior to January 4,
1992, in the event that such successor corporation refuses to assume such Option
or to substitute an equivalent option, the Board shall, in lieu of such
assumption or substitution, provide


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for the Optionee to have the right to exercise such Option as to all of the
Optioned Stock, including Shares as to which such Option would not otherwise be
exercisable. If the Board makes an Option fully exercisable in lieu of
assumption or substitution in the event of a merger, the Board shall notify the
Optionee that the Option shall be fully exercisable for a period of fifteen (15)
days from the date of such notice, and the Option shall terminate upon the
expiration of such period. For the purposes of this paragraph, the Option shall
be considered assumed if, following the merger or sale of assets, the Option
confers the right to purchase or receive, for each Share of Optioned Stock
subject to the Option immediately prior to the merger or sale of assets, the
consideration (whether stock, cash, or other securities or property) received in
the merger or sale of assets by holders of Common Stock for each Share held on
the effective date of the transaction (and if holders were offered a choice of
consideration, the type of consideration chosen by the holders of a majority of
the outstanding Shares).

         13. Time of Granting Options. The date of grant of an Option shall, for
all purposes, be the date on which the Administrator makes the determination
granting such Option, or such other date as is determined by the Board. 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.

         14. Amendment and Termination of the Plan.

                  (a) Amendment and Termination. The Board may at any time
amend, alter, suspend or discontinue the Plan, but no amendment, alteration,
suspension or discontinuation shall be made which would impair the rights of any
Optionee or Purchaser under any grant theretofore made, without his or her
consent. In addition, to the extent necessary and desirable to comply with Rule
16b-3 under the Exchange Act or with Section 422 of the Code (or any other
applicable law or regulation, including the requirements of the NASD or an
established stock exchange), the Company shall obtain stockholder approval of
any Plan amendment in such a manner and to such a degree as required.

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

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


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                  As a condition to the exercise of an Option or Stock Purchase
Rights, the Company may require the person exercising such Option or Stock
Purchase Rights 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.

         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 to the lawful issuance and sale of any Shares hereunder,
shall relieve the Company of any liability in respect of the failure to issue or
sell such Shares as to which such requisite authority shall not have been
obtained.

         17. Agreements. Options and Stock Purchase Rights shall be evidenced by
written agreements in such form as the Board shall approve from time to time.

         18. Stockholder Approval. Continuance of the Plan shall be subject to
approval by the stockholders of the Company within twelve (12) months before or
after the date the Plan is adopted. Such stockholder approval shall be obtained
in the degree and manner required under applicable state and federal law.

         19. Information to Optionees. The Company shall provide to each
Optionee and Purchaser, during the period for which such Optionee or Purchaser
has one or more Options or Stock Purchase Rights 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 to
key employees whose duties in connection with the Company assure their access to
equivalent information.


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