HAMBRECHT & QUIST GROUP INC, S-8, 1996-10-09

HAMBRECHT & QUIST GROUP INC
S-8, 1996-10-09
SECURITY BROKERS, DEALERS & FLOTATION COMPANIES

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As filed with the Securities and Exchange Commission on October 9, 1996
Registration No. 333-______

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

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

HAMBRECHT & QUIST GROUP
(Exact name of registrant as specified in its charter)

DELAWARE 94-3246636
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

One Bush Street
San Francisco, California 94104
(Address of principal executive offices)

1996 EQUITY PLAN

1995 STOCK OPTION PLAN

1985 STOCK OPTION PLAN

STOCK OPTION AGREEMENTS WITH SEVEN INDIVIDUALS

(Full title of the Plans)

DANIEL H. CASE III
President and Chief Executive Officer
Hambrecht & Quist Group
One Bush Street
San Francisco, California 94104
(415) 576-3300
(Name, address and telephone number of agent for service)

COPIES TO:
Francis S. Currie
Neil J. Wolff
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304-1050
(415) 493-9300

<PAGE>

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share Price Fee
<S> <C> <C> <C> <C>
1996 Equity Plan
Common Stock, $.01 par value 3,000,000 $18.75 $56,250,000(1) $17,045

1995 Stock Option Plan
Common Stock, $.01 par value 4,153,640 $7.91 $32,855,292(2) $9,956

1985 Stock Option Plan
Common Stock, $.01 par value 432,800 $2.73 $1,181,544(3) $358

Stock Option Agreements
Common Stock, $.01 par value 1,087,080 $6.12 $6,652,430(4) $2,016
- ----------------------------------------------------------------------------------------------------

</TABLE>

(1) Estimated in accordance with Rule 457(c) under the Securities Act of 1933
as to 3,000,000 shares of Common Stock, solely for the purpose of
calculating the registration fee. The computation is based upon the
average of the high and low price of the Common Stock as reported on the
New York Stock Exchange on October 3, 1996 because the price at which the
options to be granted in the future may be exercised and the price at which
shares are to be granted in the future is not currently determinable.

(2) Computation based on the weighted average exercise price per share of $7.91
as to 4,153,640 outstanding but unexercised options to purchase Common
Stock under the 1995 Stock Option Plan.

(3) Computation based on the weighted average exercise price per share of $2.73
as to 432,800 outstanding but unexercised options to purchase Common Stock
under the 1985 Stock Option Plan.

(4) Computation based on the weighted average exercise price per share of $6.12
as to 1,087,080 outstanding but unexercised options to purchase Common
Stock under the Company's Stock Option Agreements with Daniel H. Case III,
Paul L. Hallingby, Howard B. Hillman, William E. Mayer, David M. McAuliffe,
Edmund H. Shea, Jr. and Lawrence J. Stupski.

<PAGE>

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. INFORMATION INCORPORATED BY REFERENCE.

The following documents and information previously filed with the
Securities and Exchange Commission are hereby incorporated by reference:

(a) The audited financial statements for the Registrant's fiscal year
ended September 30, 1995 and the unaudited financial statements for the
nine-month fiscal period ended June 30, 1996 contained in the Prospectus filed
pursuant to Rule 424(b)(4) under the Securities Act of 1933 on August 9, 1996.

(b) The description of the Common Stock of the Registrant that is
contained in the Registration Statement on Form 8-A filed pursuant to Section 12
of the Exchange Act on June 20, 1996.

(c) All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act subsequent to the filing of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference in the Registration Statement and to be part hereof from the date of
filing of such documents.

Item 4. DESCRIPTION OF SECURITIES.

Not applicable.

Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Steven N. Machtinger, General Counsel and Secretary of the Registrant,
beneficially owns 179,089 shares of the Registrant's Common Stock.

Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Registrant has adopted provisions in its Certificate of Incorporation
that eliminate the personal liability of its directors and officers for monetary
damages arising from a breach of their fiduciary duties in certain circumstances
to the fullest extent permitted by law and authorizes the Registrant to
indemnify its directors and officers to the fullest extent permitted by law.
Such limitation of liability does not affect the availability of equitable
remedies such as injunctive relief or rescission.

The Registrant's Bylaws provide that the Registrant shall indemnify its
directors and officers to the fullest extent permitted by the General
Corporation Law of Delaware, including circumstances in which indemnification is
otherwise discretionary under Delaware law. Section 145 of the General
Corporation Law of Delaware provides for the indemnification of officers,
directors and other corporate agents in terms sufficiently broad to indemnify
such persons, under certain circumstances, for certain liabilities (including
reimbursement of expenses incurred) arising under the Securities Act of 1933
(the "Securities Act"). In June 1996, the Registrant entered into
indemnification agreements to such effect with its officers and directors
containing provisions which are in some respects broader than the specific
indemnification provisions contained in the General Corporation Law of Delaware.
The indemnification

II-1

<PAGE>

agreements may require the Company, among other things, to indemnify such
officers and directors against certain liabilities that may arise by reason of
their status or service as directors or officers (other than liabilities arising
from willful misconduct of a culpable nature) and to advance their expenses
incurred as a result of any proceeding against them as to which they could be
indemnified.

Item 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

Item 8. EXHIBITS.

Exhibit
Number Document
--------- -----------------------------------------------------------

5.01 Opinion of Steven N. Machtinger, General Counsel, as to the
legality of securities being registered

10.01* Registrant's 1996 Equity Plan

10.02* Hambrecht & Quist Group 1995 Stock Option Plan

10.03* Form of Hambrecht & Quist Group 1995 Stock Option Plan
Nonstatutory Stock Option Agreement

10.04 Hambrecht & Quist Group 1985 Stock Option Plan and form of
Stock Option Agreement

10.05 Form of Stock Option Agreement with Daniel H. Case III, Paul
L. Hallingby, Howard B. Hillman, William E. Mayer, David M.
McAuliffe, Edmund H. Shea, Jr. and Lawrence J. Stupski.

23.01 Consent of Arthur Andersen LLP, Independent Public
Accountants

24.01 Power of Attorney (see page II-5)

* Incorporated by reference to exhibits filed with the Company's
Registration Statement on Form S-1 (file no. 333-6431), in the form
declared effective on August 8, 1996.

Item 9. UNDERTAKINGS.

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement to include any material
information with respect to the plan of distribution not previously disclosed in
the Registration Statement or any material change to such information in the
Registration Statement.

II-2

<PAGE>

(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

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

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

II-3

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of San Francisco, State of California on October 8, 1996.

HAMBRECHT & QUIST GROUP
a Delaware corporation

By: /s/ DANIEL H. CASE III
----------------------------------------
President and Chief Executive Officer

By: /s/ PATRICK J. ALLEN
----------------------------------------
Vice President and Chief Financial Officer

II-4

<PAGE>

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Daniel H. Case III, Patrick J. Allen and
Steven N. Machtinger, or any of them (with full power to each of them to act
alone), his attorneys-in-fact, each with the power of substitution, for him in
any and all capacities, to sign any amendments to this Registration Statement on
Form S-8, and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that each of said attorneys-in-fact, or his
substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

SIGNATURE TITLE DATE

/s/ WILLIAM R. HAMBRECHT Chairman of the Board of October 8, 1996
- -------------------------- Directors
William R. Hambrecht

/s/ DANIEL H. CASE III President, Chief Executive October 8, 1996
- -------------------------- Officer and Director
Daniel H. Case III (Principal Executive Officer)

/s/ WILLIAM R. TIMKEN Vice Chairman of the October 8, 1996
- -------------------------- Board of Directors
William R. Timken

/s/ PATRICK J. ALLEN Vice President and Chief October 8, 1996
- -------------------------- Financial Officer (Principal
Patrick J. Allen Financial and Accounting
Officer)

/s/ WILLIAM E. MAYER Director October 8, 1996
- --------------------------
William E. Mayer

/s/ HOWARD B. HILLMAN Director October 8, 1996
- --------------------------
Howard B. Hillman

/s/ EDMUND H. SHEA, JR. Director October 8, 1996
- --------------------------
Edmund H. Shea, Jr.

II-5

<PAGE>

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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EXHIBITS

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

REGISTRATION STATEMENT ON FORM S-8

HAMBRECHT & QUIST GROUP

<PAGE>

INDEX TO EXHIBITS

Exhibit
Number Description
- --------------------------------------------------------------------------------

5.01 Opinion of Steven N. Machtinger, General Counsel, as to
the legality of securities being registered.

10.01* Registrant's 1996 Equity Plan

10.02* Hambrecht & Quist Group 1995 Stock Option Plan

10.03* Form of Hambrecht & Quist Group 1995 Stock Option Plan
Nonstatutory Stock Option Agreement

10.04 Hambrecht & Quist Group 1985 Stock Option Plan and form
of Stock Option Agreement

10.05 Form of Stock Option Agreement with Daniel H. Case III,
Paul L. Hallingby, Howard B. Hillman, William E. Mayer,
David M. McAuliffe, Edmund H. Shea, Jr. and Lawrence J.
Stupski.

23.01 Consent of Arthur Andersen LLP, Independent Public
Accountants

24.01 Power of Attorney (see page II-5)

* Incorporated by reference to exhibit filed with the Company's Registration
Statement on Form S-1 (file no. 333-6431), in the form declared effective
on August 8, 1996.

<PAGE>

EXHIBIT 5.01

Opinion of General Counsel

<PAGE>

EXHIBIT 5.01

Hambrecht & Quist Group
One Bush Street
San Francisco, CA 94104

October 8, 1996

Hambrecht & Quist Group
One Bush Street
San Francisco, CA 94104

Re: Registration Statement on Form S-8
----------------------------------

Ladies and Gentlemen:

I have examined the Registration Statement on Form S-8 to be filed by you
with the Securities and Exchange Commission on or about October 9, 1996 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of the 1996 Equity Plan (as to 3,000,000
shares), of the 1995 Stock Option Plan (as to 4,153,640 shares), of the 1985
Stock Option Plan (as to 432,800 shares) and Stock Option Agreements with Daniel
H. Case III, Paul L. Hallingby, Howard B. Hillman, William E. Mayer, David M.
McAuliffe, Edmund H. Shea, Jr. and Lawrence J. Stupski (as to 1,087,080 shares)
(collectively, the "Plans"). As general counsel for Hambrecht & Quist Group, I
have examined the proceedings taken and am familiar with the proceedings
proposed to be taken in connection with the issuance and sale of the Shares
pursuant to the Plans.

It is my opinion that the Shares, when issued and sold in the manner
described in the Plans and pursuant to the agreement that accompanies each grant
under the Plans, will be legally and validly issued, fully-paid and
non-assessable.

Very truly yours,
/s/ Steven N. Machtinger
Steven N. Machtinger
General Counsel

<PAGE>

HAMBRECHT & QUIST GROUP
1985 STOCK OPTION PLAN

SECTION 1.
ESTABLISHMENT AND PURPOSE.

The Plan was established in 1985 to offer the Employees an opportunity
to acquire a proprietary interest in the success of the Company, or to increase
such interest by purchasing Shares of the Company's Common Stock. Options
granted under the Plan may include NSOs as well as ISOs intended to qualify
under Section 422A of the Code.

SECTION 2.
DEFINITIONS.

(a) "BOARD" shall mean the Company's Board of Directors, as
constituted from time to time.
(b) "CODE" shall mean the Internal Revenue Code of 1954, as
amended.
(c) "COMMITTEE" shall mean a committee of the Board, as
described in Section 3(a) hereof, or, if no such committee has been appointed,
the Board.
(d) "COMPANY" shall mean Hambrecht & Quist Group, a California
corporation.
(e) "EMPLOYEE" shall mean any individual who is an employee
(within the meaning of Section 3401(c) of the Code and the regulations
thereunder) of the Company or of a Subsidiary.
(f) "EXERCISE PRICE" shall mean the amount for which one Share
may be purchased upon exercise of an Option, as specified by the Committee in
the applicable Stock Option Agreement.
(g) "FAIR MARKET VALUE" shall mean the fair market value of
Shares, as determined by the Committee in good faith. Such determination shall
be conclusive and binding on all persons.
(h) "ISO" shall mean an employee incentive stock option
described in Section 422A(b) of the Code.
(i) "NSO" (Nonstatutory Option) shall mean a Stock Option not
described in Sections 422(b), 422A(b), 423(b) or 424(b) of the Code.
(j) "OPTION" shall mean an ISO or NSO granted under the Plan and
entitling the holder to purchase Shares.
(k) "OPTIONEE" shall mean an individual who holds an Option.
(l) "PLAN" shall mean this Hambrecht & Quist Group 1985 Stock
Option Plan.
(m) "SERVICE" shall mean service as an Employee or as a director
of the Company or a Subsidiary.

<PAGE>

(n) "SHARE" shall mean one share of Stock, as adjusted in
accordance with Section 9 hereof (if applicable).
(o) "STOCK" shall mean the Common Stock of the Company.
(p) "STOCK OPTION AGREEMENT" shall mean the agreement between
the Company and an Optionee which contains the terms, conditions and
restrictions pertaining to his Option.
(q) "SUBSIDIARY" shall mean any corporation, if the Company
and/or one of more other Subsidiaries own not less than 50 percent of the total
combined voting power of all classes of outstanding stock of such corporation.
A corporation that attains the status of a Subsidiary on a date after the
adoption of the Plan shall be considered a Subsidiary commencing as of such
date.
(r) "TEST RATE" shall mean the lowest rate of interest which
will not result in the imputation of additional interest under the applicable
provision of the Code.

SECTION 3.
ADMINISTRATION.

(a) COMMITTEE MEMBERSHIP. The Plan shall be administered by the
Committee, which shall consist of not less than three members of the Board. The
members of the Committee shall be appointed by the Board for such terms as the
Board may determine. The Board may from time to time remove members from, or
add members to, the Committee. Vacancies on the Committee, however caused, may
be filled by the Board. In the event that no Committee has been appointed, the
full Board shall constitute the Committee.
(b) COMMITTEE PROCEDURES. The Board shall designate one of the
members of the Committee as chairman. The Committee may hold meetings at such
times and places as it shall determine. The acts of a majority of the Committee
members present at meetings at which a quorum exists, or acts reduced to or
approved in writing by a majority of all Committee members, shall be valid acts
of the Committee.
(c) COMMITTEE RESPONSIBILITIES. Subject to the provisions of
the Plan and any directions of the Board, the Committee shall have full
authority and discretion to take the following actions:
(i) To interpret the Plan and to apply its provisions;
(ii) To adopt, amend or rescind rules, procedures and forms
relating to the Plan;
(iii) To authorize any person to execute, on behalf of the
Company, an instrument required to carry out the
purposes of the Plan;

<PAGE>

(iv) To determine when Options are to be granted under the
Plan;
(v) To select the Optionees;
(vi) To determine the number of Shares to be made subject to
each Option;
(vii) To prescribe the terms and conditions of each Option,
including (without limitation) the Exercise Price, to
determine whether such Option is to be classified as an
ISO or as a NSO, and to specify the provisions of the
Stock Option Agreement relating to such Option;
(viii) To amend any outstanding Stock Option Agreement,
subject to applicable legal restrictions and to the
consent of the Optionee who entered into such
agreement; and
(ix) To take any other actions deemed necessary or advisable
for the administration of the Plan.

All decisions, interpretations and other actions of the Committee shall be
final and binding on all Optionees and on all persons deriving their rights from
an Optionee. No member of the Committee shall be liable for any action that he
has taken or has failed to take in good faith with respect to the Plan or any
Option.

SECTION 4.
ELIGIBILITY

(a) GENERAL RULE. Only Employees (including officers and
directors of the Company who are also Employees) shall be eligible for the grant
of an ISO; Employees and directors of the Company or a Subsidiary shall be
eligible for the grant of a NSO.
(b) TEN-PERCENT SHAREHOLDERS. An Employee who owns more than 10
percent of the total combined voting power of all classes of outstanding stock
of the Company or any of its Subsidiaries shall not be eligible for the grant of
an Option unless (i) the Exercise Price under such Option is at least 110
percent of the Fair Market Value of a Share on the date of grant and (ii) such
Option by its terms is not exercisable after the expiration of five years from
the date of grant.

<PAGE>

(c) ATTRIBUTION RULES. For purposes of Subsection (b) above, in
determining stock ownership, an Employee shall be deemed to own the stock owned,
directly or indirectly, by or for his brothers, sisters, spouse, ancestors and
lineal descendants. Stock owned, directly or indirectly, by or for a
corporation, partnership, estate or trust shall be deemed to be owned
proportionately by or for its shareholders, partners or beneficiaries. Stock
with respect to which such Employee holds an option shall not be counted.
(d) OUTSTANDING STOCK. For purposes of Subsection (b) above,
"outstanding stock" shall include all stock actually issued and outstanding
immediately after the grant of the Option to the Optionee. "Outstanding stock"
shall not include reacquired shares or shares authorized for issuance under
outstanding options held by the Optionee or by any other person.

SECTION 5.
STOCK SUBJECT TO PLAN.
(a) Basic Limitation. The aggregate number of Shares which may
be issued under the Plan shall not exceed 750,000 Shares, subject to adjustment
pursuant to Section 9 hereof. The number of Shares which are subject to Options
outstanding at any time under the Plan shall not exceed the number of Shares
which then remain available for issuance under the Plan. The Company, during
the term of the Plan, shall at all times reserve and keep available sufficient
Shares to satisfy the requirements of the Plan.
(b) ADDITIONAL SHARES. In the event that any outstanding Option
for any reason expires or is cancelled or otherwise terminated, the Shares
allocable to the unexercised portion of such Option shall again be available for
the purposes of the Plan. In the event that Shares issued under the Plan are
repurchased by the Company pursuant to a right of repurchase, a right of first
refusal or a similar right, such Shares shall again be available for the
purposes of the Plan.

SECTION 6.
TERMS AND CONDITIONS OF OPTIONS.
(a) STOCK OPTION AGREEMENT. Each grant of an Option under the
Plan shall be evidenced by a Stock Option Agreement between the Optionee and the
Company. Such Option shall be subject to all applicable terms and conditions
which are not inconsistent with the Plan and which the Committee deems
appropriate for inclusion in a Stock Option Agreement. The provisions of the
various Stock Option Agreements entered into under the Plan need not be
identical.

<PAGE>

(b) NUMBER OF SHARES. Each Stock Option Agreement shall specify
the number of Shares that are subject to the Option and shall provide for the
adjustment of such number in accordance with Section 9 hereof. The Stock Option
Agreement shall also specify whether the Option is an ISO or a NSO.
(c) EXERCISE PRICE. Each Stock Option Agreement shall specify
the Exercise Price. The Exercise Price shall not be less than 100 percent of
the Fair Market Value of a Share on the date of grant, except as otherwise
provided in Section 4(b). Subject to the preceding sentence, the Exercise Price
under any Option shall be determined by the Committee at its sole discretion.
The Exercise Price shall be payable in accordance with Section 7 hereof.
(d) WITHHOLDING TAXES. As a condition to the exercise of an
Option, the Optionee shall make such arrangements as the Committee may require
for the satisfaction of any Federal, state, local or foreign withholding tax
obligations that may arise in connection with such exercise. The Optionee shall
also make such arrangements as the Committee may require for the satisfaction of
any Federal, state, local or foreign withholding tax obligations that may arise
in connection with the disposition of Shares acquired by exercising an Option.
(e) EXERCISABLITY AND TERM. Each Stock Option Agreement shall
specify the date when all or any installment of the Option is to become
exercisable. The Stock Option Agreement shall also specify the term of the
Option. The term shall not exceed 10 years from the date of grant, except as
otherwise provided in Section 4(b) hereof. Subject to the preceding sentence,
the Committee at its sole discretion shall determine when all or any part of an
Option is to become exercisable and when such Option is to expire. In the event
of acceleration of the exercisability of the Option, the Optionees will be given
at least 30 days advance notice to the extent the Company is capable of
providing such notice under the circumstances at the time of acceleration. In
the event of a merger or consolidation, in which the Company is not the
surviving corporation, or the sale of substantially all of the assets of the
Company, any or all outstanding Options shall, notwithstanding any contrary
terms of the Option Agreement, accelerate and become exerciseable in full prior
to the consummation of such merger, consolidation or sale of assets unless the
successor corporation assumes the outstanding Options or substitutes
substantially equivalent Options.
(f) NONTRANSFERABILITY. During an Optionee's lifetime, his
Option(s) shall be exercisable only by him and shall not be transferable. In
the event of an Optionee's death, his Option(s) shall not be transferable other
than by will or by the laws of descent and distribution.

<PAGE>

(g) TERMINATION OF SERVICE (EXCEPT BY DEATH). If an Optionee's
Service terminates for any reason other than his death, then his Option(s) shall
expire on the earliest of the following occasions:
(i) The expiration date determined pursuant to Subsection
(e) above;
(ii) The date three months after the termination of his
Service (other than a discharge for cause or because
the Optionee is permanently or totally disabled within
the meaning of Section 22(e)(3) of the Code).
(iii) The time when he is notified (orally or in writing)
that he is being discharged for cause; or
(iv) The date six months after the termination of his
service because the Optionee is permanently and totally
disabled within the meaning of Section 22(e)(3) of the
Code.
The Optionee may exercise all or part of his Option(s) at any time before
the expiration of such Option(s) under the preceding sentence. The balance of
such Option(s) shall lapse when the Optionee's Service terminates. In the event
that the Optionee dies after the termination of this Service but before the
expiration of his Option(s), all or part of such Option(s) may be exercised
(prior to expiration) by the executors or administrators of the Optionee's
estate or by any person who has acquired such Option(s) directly from him by
bequest or inheritance.
(h) Leave of Absence. For purposes of Subsection (g) above,
Service 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
Committee). The foregoing notwithstanding, in the case of an ISO granted under
the Plan, Service shall not be deemed to continue beyond the first 90 days of
such leave, unless the Optionee's reemployment rights are guaranteed by statute
or by contract.
(i) Death of Optionee. If an Optionee dies while he is in Service,
then his Option(s) shall expire on the earlier of the following dates:
(a) The expiration date determined pursuant to Subsection (e)
above; or
(b) The date six months after his death.

All or part of the Optionee's Option(s) may be exercised at any time before
the expiration of such Option(s) under the preceding sentence by the executors
or administrators of his estate or by any person who has acquired such Option(s)
directly from him by bequest or inheritance, but only to the extent that such
Option(s) had become exercisable before his death.
(j) Sequential Exercise. An ISO granted under the Plan (the
"New Option") shall not be exercisable with respect to all or any part of the
Shares subject thereto while there is outstanding any other ISO, granted to the
Optionee (under this Plan or otherwise) prior to the grant of the New Option, to
purchase any stock in the Company, in a Subsidiary, or in any predecessor
corporation. For purposes of the preceding sentence, an ISO shall be treated as
"outstanding" until such ISO is exercised in full or expires by reason of the
lapse of time.
(k) No Rights as a Shareholder. An Optionee, or a transferee of
an Optionee, shall have no rights as a shareholder with respect to any Shares
covered by his Option until the date of the issuance of a stock certificate for
such Shares. No adjustment shall be made for dividends (ordinary or
extraordinary, whether in cash, securities or other property), distributions or
other rights for which the record date is prior to the date when such stock
certificate is issued, except as provided in Section 9 hereof. Optionees shall,
however, be entitled to receive the Company's annual financial statements and
shareholder letter during the period their options are outstanding.

<PAGE>

(l) Modification, Extension and Renewal of Options. Within the
limitations of the Plan, the Committee may modify, extend or renew outstanding
Options or may accept the cancellation of outstanding Options (to the extent not
previously exercised) for the granting of new Options in substitution therefor.
The foregoing notwithstanding, no modification of an Option shall, without the
consent of the Optionee, alter or impair his rights or obligations under such
Option.
(m) Restrictions on Transfer of Shares. Any Shares issued upon
exercise of any Option shall, in addition to federal and state securities laws
restrictions, be subject to such special 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 general transfer restrictions that may apply to
all holders of Shares.

SECTION 7.
PAYMENT FOR SHARES.
(a) General Rule. The entire Exercise Price of Shares issued under
the Plan shall be payable in cash at the time when such Shares are purchased,
except as follows:

(i) In the case of an ISO granted under the Plan, payment shall
be made only pursuant to the express provisions of the
applicable Stock Option Agreement. However, the Committee
(at its sole discretion) may specify in the Stock Option
Agreement that payment may be made in one or both of the
forms described in Subsections (b) and (c) below for all or
any part of the Exercise Price.

(ii) In the case of a NSO granted under the Plan, the Committee
(at its sole discretion) may accept payment in one or both
of the forms described in Subsections (b) and (c) below for
all or any part of the Exercise Price.
(b) Surrender of Stock. To the extent that this Subsection (b)
is applicable, payment may be made with Shares which have already been owned by
the Optionee for more than 12 months and which are surrendered to the Company in
good form for transfer. Such Shares shall be valued at their Fair Market Value
on the date when the new Shares are purchased under the Plan.
(c) Promissory Notes. To the extent that this Subsection (c) is
applicable, payment may be made with a full-recourse promissory note executed by
the Optionee. Such note shall bear interest at a rate not less than the
applicable Test Rate. Subject to the preceding sentence, the Committee (at its
sole discretion) shall specify the term, interest rate, amortization
requirements (if any), and other provisions of such note. The Committee may
require that the Optionee pledge his Shares to the Company for the purpose of
securing the payment of such note, and the Committee may require that the
certificate(s) representing such Shares be held in escrow in order to perfect
the Company's security interest. This Subsection (c) shall in no event be
applicable to any individual who is not an Employee or director when the note is
to be executed.

<PAGE>

SECTION 8.
LIMITATION ON ANNUAL ISO AWARDS.
(a) General Rule. The aggregate Fair Market Value (determined
as of the date when an Option is granted) of the stock for which any Optionee
may be granted ISOs in any calendar year under this Plan and under all other
plans maintained by the Company or its Subsidiaries shall not exceed the sum of
(i) $100,000 plus (ii) any unused limit carryover(s) to such year.
(b) Carryovers. For purposes of Subsection (a) above, an
"unused limit carryover" shall arise only in a calendar year commencing after
December 31, 1980, in which the Optionee was an Employee and shall be equal to
one half of the excess of (i) $100,000 over (ii) the aggregate Fair Market Value
(determined as of the date when an Option is granted) of any stock for which the
Optionee is granted ISOs in such year under this Plan or under any other plan
maintained by the Company or any Subsidiary. The unused limit carryover arising
in any calendar year may be carried over to any of the three consecutive
calendar years next following such year, but only to the extent not used in an
earlier calendar year. The Fair Market Value of the stock for which ISOs are
granted in any calendar year shall be applied first against the basic $100,000
limit for such year and then against any unused limit carryovers which may be
carried over to such year in the order of the calendar years in which such
carryovers arose.

SECTION 9.
ADJUSTMENT OF SHARES.
In the event that the outstanding Shares are hereafter increased or
decreased, or changed into or exchanged for a different number of kind of shares
or other securities of the Company or of another corporation, by reason of a
reorganization, merger, consolidation, recapitalization, reclassification, stock
split, reverse stock split, combination of shares or declaration of stock
dividends, the total number and/or kind of Shares for the purchase of which
Options may be granted under the Plan, and the number and/or kind of Shares as
to which Options (or portions thereof) are outstanding, shall be adjusted
proportionately by the Committee. Any adjustment of an outstanding Option shall
be made without a change in the total Exercise Price applicable to the
unexercised portion of such Option and with a corresponding adjustment in the
Exercise Price per Share. Any adjustment under this Section 9 shall be subject
to the provisions of the Company's Articles of Incorporation, as amended, and
applicable law.

SECTION 10.
LEGAL REQUIREMENTS.
Shares shall not be issued under the Plan unless the issuance and
delivery of such Shares complies with (or is exempt from) all applicable
requirements of law, including (without limitation) the Securities Act of 1933,
as amended, the rules and regulations promulgated thereunder, state securities
laws and regulations, and the regulations of any stock exchange on which the
Company's securities may then be listed.

SECTION 11.
NO EMPLOYMENT RIGHTS.

<PAGE>

No provision of the Plan, nor any Option granted under the Plan, shall
be construed to give any person any right to remain an Employee, director or
shareholder. The Company and its Subsidiaries reserve the right to terminate
any person's Service at any time, with or without cause.

<PAGE>

SECTION 12.
DURATION AND AMENDMENTS
(a) Term of the Plan. The Plan, as set forth herein, shall
become effective on October 1, 1985, subject to the approval of the Company's
shareholders. The Plan shall terminate automatically on September 30, 1994, and
may be terminated on any earlier date pursuant to Subsection (b) below.
(b) Right to Amend or Terminate the Plan. The Board may amend,
suspend, or terminate the Plan at any time, and for any reason; provided,
however, that any amendment of the Plan which increases the number of Shares
available for issuance under the Plan (except as provided in Section 9 hereof),
or which materially changes the class of persons who are eligible for the grant
of ISOs, shall be subject to the approval of the Company's shareholders.
Shareholder approval shall not be required for any other amendment of the Plan.
(c) Effect of Amendment or Termination. No Shares shall be
issued or sold under the Plan after the termination thereof, except upon
exercise of an Option granted prior to such termination. The termination of the
Plan, or any amendment thereof, shall not affect any Share previously issued and
sold or any Option previously granted under the Plan.

SECTION 13.
USE OF PROCEEDS.
All cash proceeds received by the Company from the sale of Shares
under the Plan shall be used for general corporate purposes.

SECTION 14.
EXECUTION.
To record the adoption of the Plan by the Board on September 30, 1985,
the Company has caused its authorized officers to execute the same.

HAMBRECHT & QUIST GROUP

By: ______________________________
William R. Hambrecht
President

By: ______________________________
Randall L. Manley
Vice President and Secretary

<PAGE>

HAMBRECHT & QUIST GROUP
1985 STOCK OPTION PLAN
NONSTATUTORY STOCK OPTION AGREEMENT

THIS AGREEMENT, entered into as of __________________, ________, between
Hambrecht & Quist Group, a California corporation (the "Company"), and ______
_______ (the "Optionee"),

W I T N E S S E T H:

WHEREAS, the Committee has determined that it would be in the best
interests of the Company and its shareholders to grant the nonstatutory stock
option described in this Agreement to the Optionee as an inducement to enter
into or remain in the service of the Company and as an incentive for
extraordinary efforts during such service:

NOW, THEREFORE, it is agreed as follows:

SECTION 1. DEFINITIONS.
(a) "AGREEMENT" shall mean this Nonstatutory Stock Option Agreement.
(b) "BOARD" shall mean the Board of Directors of the Company, as
constituted from time to time.
(c) "CODE" shall mean the Internal Revenue Code of 1954, as amended.
(d) "COMMITTEE" shall mean the Committee of the Board described in Section
3 of the Plan or, if none has been appointed, the full Board.
(e) "DATE OF GRANT" shall mean the date on which the Committee resolved to
grant this Option, which is the date as of which this Agreement is entered into.
(f) "EMPLOYEE" shall mean any individual who is an employee (within the
meaning of Section 3401(c) of the Code and the regulations thereunder) of the
Company or of a Subsidiary.
(g) "EXERCISE PRICE" shall mean the amount for which one Share may be
purchased upon exercise of this option, as specified in Section 2(a) hereof.
(h) "INCENTIVE STOCK OPTION" shall mean an employee incentive stock option
as described in Section 422A(b) of the Code.
(i) "OPTION" shall mean the nonstatutory stock option granted under this
Agreement.
(j) "PARTIAL EXERCISE" shall mean an exercise with respect to less than
all of the remaining Shares subject to this Option.

<PAGE>

(k) "PLAN" shall mean the Hambrecht & Quist Group 1985 Stock Option Plan,
as in effect on the Date of Grant.
(l) "PURCHASE PRICE" shall mean the Exercise Price multiplied by the
number of Shares with respect to which this Option is being exercised.
(m) "RESTRICTED SHARES" shall mean a Share which is subject to the
Company's right of repurchase under Section 8 hereof.
(n) "RIGHT OF FIRST REFUSAL" shall mean the Company's right of first
refusal described in Section 9 hereof.
(o) "SECURITIES ACT" shall mean the Securities Act of 1933, as amended.
(p) "SERVICE" shall mean service as an Employee or as a director of the
Company or a Subsidiary.
(q) "SHARE" shall mean one share of Stock, as adjusted in accordance with
Section 13 hereof (if applicable).
(r) "SHAREHOLDERS' AGREEMENT" shall mean the Shareholders' Agreement dated
as of January 1, 1983 among all of the Company's shareholders.
(s) "STOCK" shall mean the Common Stock of the Company.
(t) "SUBSIDIARY" shall mean any corporation, if the Company and/or one or
more other Subsidiaries own not less than 50% of the total combined voting power
of all classes of outstanding stock of such corporation.
(u) "TEST RATE" shall mean the lowest rate of interest which will not
result in the imputation of additional interest under the applicable provision
of the Code.
(v) "TRANSFEREE" shall mean any person to whom the Optionee has directly
or indirectly transferred any Share acquired under this Agreement.

SECTION 2. GRANT OF OPTION.
(a) OPTION. On the terms and conditions stated below, the Company hereby
grants to the Optionee the Option to purchase ______________ (_____) Shares for
the sum of __________________ ($ per Share), which is agreed to be 100% of the
fair market value thereof on the Date of Grant.
(b) STOCK OPTION PLAN. This Option is granted pursuant to the Plan, a
copy of which the Optionee acknowledges having received and read.
(c) TAX TREATMENT. This Option is a nonstatutory stock option and is not
intended to qualify as an Incentive Stock Option.

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<PAGE>

SECTION 3. NO TRANSFER OR ASSIGNMENT OF OPTION.
Except as otherwise provided in this Agreement, this Option and the rights
and privileges conferred hereby shall not be transferred, assigned, pledged or
hypothecated in any way (whether by operation of law or otherwise) and shall not
be subject to sale under execution, attachment or similar process. Upon any
attempt to transfer, assign, pledge, hypothecate or otherwise dispose of this
Option, or of any right or privilege conferred hereby, contrary to the
provisions hereof, or upon any attempted sale under any execution, attachment or
similar process upon the rights and privileges conferred hereby, this Option and
the rights and privileges conferred hereby shall immediately become null and
void.

SECTION 4. RIGHT TO EXERCISE.
(a) EXERCISABILITY. Subject to Subsection (b) below, this Option shall be
exercisable in its entirety each year between October 1 and November 30, and at
no other time, unless (i) one of the transactions described in Section 8(d)(i),
(ii) or (iii) occurs, in which case this Option becomes exercisable in its
entirety immediately prior to the closing or the occurence of said transaction,
or (ii) the Optionee's death or termination of Service occurs, in which case the
terms and conditions of Section 7 hereof shall apply. No Partial Exercise of
this Option may be made for a number of Shares other than 100 Shares or a
multiple thereof (without regard to adjustments).
(b) SHAREHOLDERS' AGREEMENT. No part of this Option shall be exercisable
unless the Optionee or his representative has delivered, or delivers
contemporaneously with his notice of exercise, an executed signature page to the
Shareholders' Agreement, to which he and his Shares shall become subject.

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<PAGE>

hereof for the full amount of the Purchase Price. A copy of the Shareholders'
Agreement, as amended, will be delivered to the Optionee promptly after receipt
of notice.
(b) ISSUANCE OF SHARES. After receiving a proper notice of exercise and
accompanying documentation, the Company shall cause to be issued a certificate
or certificates for the Shares as to which this Option has been exercised,
registered in the name of the person exercising this Option (or in the names of
such person and his or her spouse as community property or as joint tenants with
right of survivorship). The certificate or certificates will be held by the
Secretary of the Company pursuant to the terms of the Escrow Agreement signed as
part of the Shareholders' Agreement.

SECTION 6. PAYMENT FOR STOCK.
(a) PAYMENT IN CASH. The entire Purchase Price may be paid in U.S.
Dollars.
(b) SURRENDER OF STOCK. With the Committee's express consent and at its
sole discretion, all or part of the Purchase Price may be paid by the surrender
of Shares in good form for transfer. Such Shares must have been owned for more
than 12 months by the Optionee or the Optionee's representative and must have a
fair market value (as determined by the Committee) on the date of exercise of
this Option which, together with any amount paid in a form other than Shares, is
equal to the Purchase Price.
(c) PROMISSORY NOTE. With the Committee's express consent and at its sole
discretion, and if the Optionee still qualifies as an Employee or as a director
of the Company or a Subsidiary at the time of exercise, then all or part of the
Purchase Price may be paid with a full-recourse promissory note executed by the
Optionee. The term of such note shall be 60 months, and such note shall be
payable in full within 90 days after the Optionee's Service terminates. Such
note shall bear interest at a fixed rate equal to the Test Rate and shall be
fully amortized with 60 payments of principal and interest. Such note may, at
the option of the Committee, be repaid in full or in part by way of payroll
deduction, and shall be secured by a pledge of the Shares being acquired.

SECTION 7. TERM AND EXPIRATION.
(a) BASIC TERM. This Option shall in any event expire on ______ ,_______
.
(b) TERMINATION OF SERVICE (EXCEPT BY DEATH). If the Optionee's Service
terminates for any reason other than death, then this Option shall expire on the
earliest of the following occasions:

(i) The expiration date determined pursuant to Subsection
(a) above;

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<PAGE>

(ii) The date three months after the termination of the
Optionee's Service (other than a discharge for
cause or because the Optionee is permanently and
totally disabled within the meaning of Section
22(e)(3) of the Code);

(iii) The time when the Optionee is notified (orally or
in writing) that he or she is being discharged for
cause; or

(iv) The date six months after the termination of the
Optionee's service as an Employee because the
Optionee is permanently and totally disabled
within the meaning of Section 22(e)(3) of the
Code.

The Optionee may exercise all or part of this Option at any time before its
expiration under the preceding sentence. The balance of this Option shall lapse
when the Optionee's Service terminates. In the event that the Optionee dies
after the termination of Service but before the expiration of this Option, all
or part of this Option may be exercised (prior to expiration) by the executors
or adminstrators of the Optionee's estate or by any person who has acquired this
Option directly from the Optionee by bequest or inheritance.
(c) DEATH OF OPTIONEE. If the Optionee dies in Service, then this Option
shall expire on the earlier of the following dates:

(i) The expiration date determined pursuant to Subsection
(a) above; or

(ii) The date six months after the Optionee's death.

All or part of this Option may be exercised at any time before its expiration
under the preceding sentence by the executors or administrators of the
Optionee's estate or by any person who has acquired this Option directly from
the Optionee by bequest or inheritance.
(d) LEAVE OF ABSENCE. For purposes of this Section 7, the Employee
relationship shall be deemed to continue while the Optionee is on military
leave, sick leave or other bona fide leave of absence (to be determined in the
sole discretion of the Committee).

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<PAGE>

of repurchase are referred to as "Restricted Shares." The per share repurchase
price of the Restricted Shares shall be equal to the Exercise Price. The
Optionee shall not transfer, assign, encumber, or otherwise dispose of any
Restricted Shares.
(b) CONDITION PRECEDENT TO EXERCISE. The Company's special right of
repurchase shall be exercisable only during the 60-day period next following the
later of (i) the date when the Optionee's Service terminates for any reason,
with or without cause, or (ii) the date when the Optionee purchases the
Restricted Shares. The determination of whether or when the Optionee's Service
has terminated shall be made by the Committee in its sole and absolute
discretion.
(c) EXERCISE OF REPURCHASE RIGHT. The Company's right of repurchase shall
be exercisable only by written notice delivered to the Optionee prior to the
expiration of the 60-day period specified in Subsection (b) above. The notice
shall indicate the number of Restricted Shares to be repurchased and the date on
which the repurchase is to be effected. Such date shall not be more than 30
days after the date of the notice. The certificate(s) representing the
Restricted Shares to be repurchased shall, if in the possession or under the
control of the Optionee, prior to the close of business on the date specified
for the repurchase, be delivered to the Secretary of the Company. Each
certificate shall be properly endorsed for transfer. The Company shall,
concurrently with the receipt of such certificate(s), pay to the Optionee an
amount equal to the Exercise Price multiplied by the number of the Restricted
Shares to be repurchased. Payment shall be made, first, by the discharge of any
outstanding indebtedness (principal plus accrued but unpaid interest) under any
promissory note used by the Optionee to pay for the Restricted Shares under
Section 6 (c) hereof and, second, in cash or cash equivalents. The Company's
right of repurchase shall terminate with respect to any Restricted Shares for
which it has not been timely exercised pursuant to this Section 8 (c).
(d) PHASE-OUT OF REPURCHASE RIGHT. On and after each date specified in
the following schedule, the Company's special right of repurchase under this
Agreement shall terminate and shall not be exercisable with respect to that
number of Shares purchased pursuant to this Agreement which does not exceed the
percentage set forth opposite such date multiplied by the total number of Shares
subject to this Option.

Anniversary Percentage of Shares
of Date of No Longer Subject
Grant to Repurchase
----------- --------------------

Date of Grant . . . . . . . . . . . . . . . . 20%
First . . . . . . . . . . . . . . . . . . . . 40%
Second. . . . . . . . . . . . . . . . . . . . 60%
Third . . . . . . . . . . . . . . . . . . . . 80%

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<PAGE>

Fourth. . . . . . . . . . . . . . . . . . . . 100%

The termination and phase-out of the Company's special repurchase right will
have no effect on any rights the Company may have (as to repurchase or
otherwise) under the Shareholders' Agreement, which will continue in full force
and effect.
The foregoing notwithstanding, the Company's special right of repurchase
shall terminate with respect to all Shares subject to this Option immediately
prior to the closing or occurance of any of the following transactions or
events:

(i) A merger or other reorganization (within the
meaning of Section 181 of the California
Corporations Code) in which the Company is not the
surviving entity;

(ii) The transfer of more than 50% of the Company's
voting power to one person or to a group of
affiliated persons, whether in one transaction or
in a series of related transactions;

(iii) The sale of all or substantially all of the
Company's assets;

(iv) The Optionee's death; or

(v) The Optionee is permanently and totally disabled
(within the meaning of Section 22(e)(3) of the
Code).

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<PAGE>

holder of such Restricted Shares (other than the right to receive payment of
such consideration in accordance with this Agreement). Such Restricted Shares
shall be deemed to have been repurchased in accordance with the applicable
provisions hereof, whether or not the certificate(s) therefor have been
delivered as required by this Agreement.
(g) ADDITIONAL SHARES OR SUBSTITUTED SECURITIES. In the event of any
stock dividend, stock split, adjustment in conversion ratio, recapitalization or
similar transaction affecting the Company's outstanding securities without
receipt of consideration, any new, substituted or additional securities or other
property (including money paid other than as a cash dividend) which are by
reason of such transaction distributed with respect to any Restricted Shares or
into which such Restricted Shares thereby become convertible shall immediately
be subject to the Company's special right of repurchase. Appropriate
adjustments to reflect the distribution of such securities or property shall be
made to the number and/or class of the Restricted Shares. Appropriate
adjustments shall also, after each such transaction, be made to the price per
share to be paid upon the exercise of the special right of repurchase in order
to reflect any change in the Company's outstanding securities effected without
receipt of consideration therefor; provided, however, that the aggregate
purchase price payable for the Restricted Shares shall remain the same.
(h) LEGEND. All certificates representing Restricted Shares shall be
endorsed with the following legend:

SALE OR TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS
RESTRICTED BY THE PROVISIONS OF A WRITTEN AGREEMENT BETWEEN THE COMPANY AND
THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE
SHARES). SUCH AGREEMENT GRANTS TO THE COMPANY SPECIAL REPURCHASE RIGHTS.
THE SECRETARY OF THE COMPANY WILL UPON WRITTEN REQUEST FURNISH A COPY OF
SUCH AGREEMENT TO THE HOLDER HEREOF WITHOUT CHARGE.

(i) BINDING EFFECT. The Company's special right of repurchase shall inure
to the benefit of its successors and assigns and shall be binding upon any
representative, executor, administrator, heir or legatee of the Optionee.

SECTION 9. THE COMPANY'S RIGHT OF FIRST REFUSAL.
In the event that the Optionee or a Transferee proposes to sell, pledge or
otherwise transfer to any person any Shares acquired under this Agreement, or
any interest in such Shares, the Company shall have the Right of First Refusal
set forth in Section 4 of the Shareholders' Agreement.

-8-
<PAGE>

SECTION 10. LEGALITY OF INITIAL ISSUANCE.
No Shares shall be issued upon the exercise of this Option unless and until
the Company has determined that:

(a) It and the Optionee have taken any actions required to
register the Shares under the Securities Act or to
perfect an exemption from the registration requirements
thereof;

(b) Any applicable listing requirement of any stock
exchange on which Stock is listed has been satisfied;
and

SECTION 11. NO REGISTRATION RIGHTS.
The Company may, but shall not be obligated to, register or qualify the
sale of Shares under the Securities Act or any other applicable law. The
Company shall not be obligated to take any affirmative action in order to cause
the sale of Shares under this Agreement to comply with any law.

-9-
<PAGE>

set forth in the Shareholders' Agreement or which are deemed necessary or
appropriate by the Company and its counsel.
(d) LEGEND. All certificates evidencing Shares acquired under this
Agreement in an unregistered transaction shall bear the restrictive legends set
forth in Section 10 of the Shareholders' Agreement (and such other restrictive
legends as are required or deemed advisable under the provisions of any
applicable law).
(e) REMOVAL OF LEGENDS. If, in the opinion of the Company and its
counsel, any legend placed on a stock certificate representing Shares sold under
this Agreement is no longer required, the holder of such certificate shall be
entitled to exchange such certificate for a certificate representing the same
number of Shares but lacking such legend.
(f) ADMINISTRATION. Any determination by the Company and its counsel in
connection with any of the matters set forth in this Section 12 shall be
conclusive and binding on the Optionee and all other persons.

SECTION 13. SHARES AND ADJUSTMENTS.
(a) ADJUSTMENT. In the event that the outstanding Shares are hereafter
increased or decreased or changed into or exchanged for a different number or
kind of shares or other securities of the Company or of another corporation, by
reason of a reorganization, merger, consolidation, recapitalization,
reclassification, stock split, reverse stock split,_combination of shares or
declaration of stock dividends, the total number and/or kind of Shares for the
purchase of which Options may be granted under the Plan, and the number and/or
kind of Shares as to which Options (or portions thereof) are outstanding, shall
be adjusted proportionately by the Committee. Notwithstanding the foregoing,
the 100-share minimum for partial exercise under Section 4(a) hereof shall not
change as a result of any such adjustment unless the outstanding Shares are
exchanged for or changed into other securities of the Company or another
corporation. Any such adjustment of an outstanding Option shall be made without
a change in the total Exercise Price applicable to the unexercised portion of
such Option and with a corresponding adjustment in the Exercise Price per Share.
Any such adjustment under this Section 13 shall be subject to the provisions of
the Company's Articles of Incorporation, as amended, and applicable law.
(b) ADMINISTRATION. All such adjustments shall be made by the Committee,
whose determination shall be conclusive and binding on all persons.

SECTION 14. MISCELLANEOUS PROVISIONS.

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<PAGE>

(a) WITHHOLDING TAXES. In the event that the Company determines that it
is required to withhold Federal, state, local or foreign taxes as a result of
the exercise of this Option, the Optionee, as a condition to the exercise of
this Option, shall make arrangements satisfactory to the Company to enable it to
satisfy all withholding requirements. The Optionee shall also make arrangements
satisfactory to the Company to enable it to satisfy any withholding requirements
that may arise in connection with the disposition of Shares purchased by
exercising this Option.
(b) RIGHTS AS A SHAREHOLDER. Neither the Optionee nor the Optionee's
representative shall have any rights as a shareholder with respect to any Shares
subject to this Option until such Shares have been issued in the name of the
Optionee or the Optionee's representative.
(c) NO EMPLOYMENT RIGHTS. Nothing in this Agreement shall be construed as
giving the Optionee the right to be retained as an Employee or director. The
Company reserves the right to terminate the Optionee's Service at any time, with
or without cause.
(d) NOTICE. Any notice required by the terms of this Agreement shall be
given in writing and shall be deemed effective upon personal delivery or upon
deposit with the United States Postal Service, by registered or certified mail
with postage and fees prepaid and addressed to the party entitled to such notice
at the address shown below such party's signature on this Agreement, or at such
other address as such party may designate by 10 days' advance written notice to
the other party to this Agreement.
(e) ENTIRE AGREEMENT. This Agreement, the Plan and the Shareholders'
Agreement constitute the entire contract between the parties hereto with regard
to the subject matter hereof.
(f) CHOICE OF LAW. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of California, as such laws are applied
to contracts entered into and performed in such State.

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<PAGE>

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on
its behalf of its officer duly authorized to act on behalf of the Committee, and
the Optionee has personally executed this Agreement.

HAMBRECHT & QUIST GROUP

By: ____________________________________
Its: _______________________________

One Bush Street
San Francisco, California 94104

OPTIONEE:

__________________________________________

Optionee's Address:
__________________________________________
__________________________________________
__________________________________________

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<PAGE>

HAMBRECHT & QUIST GROUP
NONSTATUTORY STOCK OPTION AGREEMENT

THIS AGREEMENT, entered into as of March 21, 1996, between Hambrecht &
Quist Group, a California corporation (the "Company"), and Daniel H. Case III
(the "Optionee"),

W I T N E S S E T H:

WHEREAS, the Company's Board of Directors has determined that it would be
in the best interests of the Company and its shareholders to grant the
nonstatutory stock option described in this Agreement to the Optionee as an
inducement to remain in the service of the Company and as an incentive for
extraordinary efforts during such service:
NOW, THEREFORE, it is agreed as follows:

SECTION 1. DEFINITIONS.
(a) "AGREEMENT" shall mean this Nonstatutory Stock Option Agreement.
(b) "BOARD" shall mean the Board of Directors of the Company, as
constituted from time to time.
(c) "CODE" shall mean the Internal Revenue Code of 1986, as amended.
(d) "COMMITTEE" shall mean the Committee of the Board described in Section
3 of the Plan or, if none has been appointed, the full Board.
(e) "CONSULTANT" shall mean any individual who is a consultant to the
Company or a Subsidiary.
(f) "DATE OF GRANT" shall mean the date on which the Committee resolved to
grant this Option, which is the date as of which this Agreement is entered into.
(g) "EMPLOYEE" shall mean any individual who is an employee (within the
meaning of Section 3401(c) of the Code and the regulations thereunder) of the
Company or of a Subsidiary.
(h) "EXERCISE PRICE" shall mean the amount for which one Share may be
purchased upon exercise of this option, as specified in Section 2(a) hereof.
(i) "NONSTATUTORY OPTION" shall mean a stock option not intended to be an
"Incentive Stock Option" within the meaning of Section 422 of the Code.
(j) "OPTION" shall mean the nonstatutory stock option granted under this
Agreement.
(k) "PARTIAL EXERCISE" shall mean an exercise with respect to less than
all of the remaining Shares subject to this Option.
(l) "PLAN" shall mean the Hambrecht & Quist Group 1995 Stock Option Plan,
as in effect on the Date of Grant.
(m) "PURCHASE PRICE" shall mean the Exercise Price multiplied by the
number of Shares with respect to which this Option is being exercised.

<PAGE>

(n) "RESTRICTED SHARES" shall mean a Share which is subject to the
Company's right of repurchase under Section 8 hereof.
(o) "RIGHT OF FIRST REFUSAL" shall mean the Company's right of first
refusal described in Section 9 hereof.
(p) "SECURITIES ACT" shall mean the Securities Act of 1933, as amended.
(q) "SERVICE" shall mean service as an Employee, Consultant or as a
director of the Company or a Subsidiary.
(r) "SHARE" shall mean one share of Stock, as adjusted in accordance with
Section 14 hereof (if applicable).
(s) "SHAREHOLDERS' AGREEMENT" shall mean the Shareholders' Agreement dated
as of January 1, 1983, as amended, among all of the Company's shareholders, or
any successor agreement thereto.
(t) "STOCK" shall mean the Common Stock of the Company.
(u) "SUBSIDIARY" shall mean any corporation, if the Company and/or one or
more other Subsidiaries own not less than 50% of the total combined voting power
of all classes of outstanding stock of such corporation.
(v) "TEST RATE" shall mean the lowest rate of interest which will not
result in the imputation of additional interest under the applicable provision
of the Code.
(w) "TRANSFEREE" shall mean any person to whom the Optionee has directly
or indirectly transferred any Share acquired under this Agreement.

SECTION 2. GRANT OF OPTION.
(a) OPTION. On the terms and conditions stated below, the Company hereby
grants to the Optionee the Option to purchase two hundred twenty three thousand
one hundred and seventy (223,170) shares for the sum of five million eight
hundred eighteen thousand forty one dollars and ninety cents ($5,818,041.90)
($26.07 per Share), which is agreed to be 100% of the fair market value thereof
on the Date of Grant.
(b) STOCK OPTION PLAN. This Option is not being granted pursuant to the
Plan and shares that would be issued upon the exercise of this Option shall not
be issued from those shares authorized for issuance under the Plan.
(c) TAX TREATMENT. This Option is a nonstatutory stock option and is not
intended to qualify as an Incentive Stock Option.

<PAGE>

any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of
this Option, or of any right or privilege conferred hereby, contrary to the
provisions hereof, or upon any attempted sale under any execution, attachment or
similar process upon the rights and privileges conferred hereby, this Option and
the rights and privileges conferred hereby shall immediately become null and
void.

SECTION 4. RIGHT TO EXERCISE.
(a) EXERCISABILITY. Subject to Subsection (b) below, this Option shall be
exercisable in its entirety at any time prior to its expiration. No Partial
Exercise of this Option may be made for a number of Shares other than 100 Shares
or a multiple thereof (without regard to adjustments).
(b) SHAREHOLDERS' AGREEMENT. No part of this Option shall be exercisable
unless the Optionee or his representative has delivered, or delivers
contemporaneously with his notice of exercise, an executed signature page to the
Shareholders' Agreement, to which he and his Shares shall become subject.

SECTION 5. EXERCISE PROCEDURES.
(a) NOTICE OF EXERCISE. The Optionee or the Optionee's representative may
exercise this Option by giving written notice to the Secretary of the Company
pursuant to Section 15(d) hereof. The notice shall specify the election to
exercise this Option and the number of Shares for which it is being exercised.
The notice may also request a form of payment other than cash under Sections 6
(b) or (c) hereof. The notice, along with a signature page to the Shareholders'
Agreement and any other documentation required thereunder, shall be signed by
the person or persons exercising this Option. In the event that this Option is
being exercised by the representative of the Optionee, the notice shall be
accompanied by proof satisfactory to the Company of the representative's right
to exercise this Option. The Optionee or the Optionee's representative shall
deliver to the Secretary of the Company, at the time of giving the notice,
payment in a form which conforms to Section 6 hereof for the full amount of the
Purchase Price. A copy of the Shareholders' Agreement, as amended, will be
delivered to the Optionee promptly after receipt of notice.
(b) ISSUANCE OF SHARES. After receiving a proper notice of exercise and
accompanying documentation, the Company shall cause to be issued a certificate
or certificates for the Shares as to which this Option has been exercised,
registered in the name of the person exercising this Option (or in the names of
such person and his or her spouse as community property or as joint tenants with
right of survivorship). The certificate or certificates of Restricted Shares
will be held by the Secretary of the Company pursuant to the terms of the Escrow
Agreement signed as part of the Shareholders' Agreement. Shares that are not
Restricted Shares and that are not security for a promissory note for the
purchase price of the Shares shall be issued to the Optionee and shall not be
subject to the Escrow Agreement.

<PAGE>

SECTION 6. PAYMENT FOR STOCK.
(a) PAYMENT IN CASH. The entire Purchase Price may be paid in U.S.
Dollars.
(b) SURRENDER OF STOCK. With the Committee's express consent and at its
sole discretion, all or part of the Purchase Price may be paid by the surrender
of Shares in good form for transfer. Such Shares must have been owned for more
than 6 months by the Optionee or the Optionee's representative and must have a
fair market value (as determined by the Committee) on the date of exercise of
this Option which, together with any amount paid in a form other than Shares, is
equal to the Purchase Price.
(c) PROMISSORY NOTE. With the Committee's express consent and at its sole
discretion, and if the Optionee still qualifies as an Employee or director of or
Consultant to the Company or a Subsidiary at the time of exercise, all or part
of the Purchase Price may be paid with a limited-recourse promissory note
executed by the Optionee. The terms of such note shall be one of the following:

(i) BONUS NOTE. If the Optionee is a salaried employee, the term
of such note shall be 60 months, and such note shall be payable in
full at the Company's option immediately upon termination of
Service of the Optionee. Such note shall bear interest at a fixed
rate equal to the Test Rate and shall be deducted from the
Optionee's wages each pay period. Such note shall be repaid in
full by way of payroll deductions from future bonuses until the
principal is fully repaid, and shall be secured by a pledge of the
Shares so acquired.

(ii) COMMISSION NOTE. If the Optionee is an employee paid by
commissions, the term of such note shall be 60 months, and such
note shall be payable in full at the Company's option immediately
upon termination of Service of the Optionee. Such note shall bear
interest at a fixed rate equal to the Test Rate and shall be
deducted from the Optionee's wages each pay period. Such note
shall be repaid in full by way of payroll deductions at a
percentage of the net monthly commission (before withholdings) in
excess of $10,000 earned by the Optionee for any month until the
Note has been fully repaid. Should the net gross commissions for
any month be less than $10,000, the amount by which the net
commissions for that month is less than $10,000 shall be carried
forward to the following months for the purpose of determining
amounts then due until the shortage is fully offset by future
amounts in excess of $10,000. Such note shall be secured by a
pledge of the Shares so acquired.

(d) CASHLESS EXERCISE. With the Committee's express consent and at its
sole discretion, by delivery of a properly executed exercise notice together
with such other documentation as the Committee and the broker, if applicable,
shall require to effect an exercise of the Option and delivery to the Company of
the sale or loan proceeds required to pay the exercise price.

SECTION 7. TERM AND EXPIRATION.
(a) BASIC TERM. This Option shall in any event expire on March 20, 2003.
(b) TERMINATION OF SERVICE (EXCEPT BY DEATH). If the Optionee's Service
terminates for any reason other than death, then this Option shall expire on the
earliest of the following occasions:

(i) The expiration date determined pursuant to
Subsection (a) above;

<PAGE>

(ii) The date three months after the termination of the
Optionee's Service (other than a discharge for
Cause or because the Optionee is disabled);

(iii) The time when the Optionee is notified (orally or
in writing) that he or she is being discharged for
Cause; or

(iv) The date six months after the termination of the
Optionee's service as an Employee because the Optionee
is disabled.

For purposes of this Agreement, "Cause" shall mean (i) gross negligence by the
Employee in the performance of his or her duties; (ii) any act of fraud,
misappropriation, dishonesty, embezzlement or similar conduct against the
Company; (iii) conviction of a felony or any crime involving moral turpitude; or
(iv) willful and continuing failure by the Employee to comply with any policy of
the Company which is applicable to Employees of the Company.

The Optionee may exercise all or part of this Option at any time before its
expiration under this Section 7(b). The balance of this Option shall lapse
when the Optionee's Service terminates. In the event that the Optionee dies
after the termination of Service but before the expiration of this Option, all
or part of this Option may be exercised (prior to expiration) by the executors
or administrators of the Optionee's estate or by any person who has acquired
this Option directly from the Optionee by bequest or inheritance.
(c) DEATH OF OPTIONEE. If the Optionee dies in Service, then this Option
shall expire on the earlier of the following dates:

(i) The expiration date determined pursuant to Subsection
(a) above; or

(ii) The date six months after the Optionee's death.

<PAGE>

provided under the Shareholders' Agreement. Shares subject to this special
right of repurchase are referred to as "Restricted Shares." The per share
repurchase price of the Restricted Shares shall be equal to the Exercise Price.
The Optionee shall not transfer, assign, encumber, or otherwise dispose of any
Restricted Shares.
(b) CONDITION PRECEDENT TO EXERCISE. The Company's special right of
repurchase shall be exercisable only during the 60-day period next following the
later of (i) the date when the Optionee's Service terminates for any reason,
with or without cause, or (ii) the date when the Optionee purchases the
Restricted Shares. The determination of whether or when the Optionee's Service
has terminated shall be made by the Committee in its sole and absolute
discretion.
(c) EXERCISE OF REPURCHASE RIGHT. The Company's right of repurchase shall
be exercisable only by written notice delivered to the Optionee prior to the
expiration of the 60-day period specified in Subsection (b) above. The notice
shall indicate the number of Restricted Shares to be repurchased and the date on
which the repurchase is to be effected. Such date shall not be more than 30
days after the date of the notice. The certificate(s) representing the
Restricted Shares to be repurchased shall, if in the possession or under the
control of the Optionee, prior to the close of business on the date specified
for the repurchase, be delivered to the Secretary of the Company. Each
certificate shall be properly endorsed for transfer. The Company shall,
concurrently with the receipt of such certificate(s), pay to the Optionee an
amount equal to the Exercise Price multiplied by the number of the Restricted
Shares to be repurchased. Payment shall be made, first, by the discharge of any
outstanding indebtedness (principal plus accrued but unpaid interest) under any
promissory note used by the Optionee to pay for the Restricted Shares under
Section 6 (c) hereof and, second, in cash or cash equivalents. The Company's
right of repurchase shall terminate with respect to any Restricted Shares for
which it has not been timely exercised pursuant to this Section (c).
(d) PHASE-OUT OF REPURCHASE RIGHT. On and after each date specified in
the following schedule, the Company's special right of repurchase under this
Agreement shall terminate and shall not be exercisable with respect to that
number of Shares purchased pursuant to this Agreement which does not exceed the
percentage set forth opposite such date multiplied by the total number of Shares
subject to this Option.

Anniversary Percentage of Shares
of Date of No Longer Subject
Grant to Repurchase
------------ ---------------------

Date of Grant . . . . . . . . . . . . . . . . 0%
First . . . . . . . . . . . . . . . . . . . . 20%
Second. . . . . . . . . . . . . . . . . . . . 40%
Third . . . . . . . . . . . . . . . . . . . . 60%
Fourth. . . . . . . . . . . . . . . . . . . . 80%
Fifth . . . . . . . . . . . . . . . . . . . . 100%

<PAGE>

The termination and phase-out of the Company's special repurchase right will
have no effect on any rights the Company may have (as to repurchase or
otherwise) under the Shareholders' Agreement, which will continue in full force
and effect.
(e) ESTABLISHMENT OF ESCROW. In conformance with the terms of the
Shareholders' Agreement and in order to facilitate the exercise of the Company's
special right of repurchase, the Optionee shall, concurrently with the exercise
of this Option, execute joint escrow instructions prescribed by the Committee.
The Optionee shall also deliver to and deposit with the designated escrow agent
the certificate(s) for any Restricted Shares. As long as the Company retains
any special right of repurchase, or as long as the Shares are security for a
promissory note for the purchase price of the Shares, the Optionee shall deliver
to such escrow agent, promptly upon receipt, any additional securities or other
property (including money paid other than as a cash dividend) distributed with
respect to any Restricted Shares, except as provided in any such security
agreement. Any certificate(s) delivered into escrow shall be accompanied by an
assignment of stock powers properly endorsed by the Optionee.
(f) CANCELLATION OF SHARES. If the Company makes available, at the
time and place and in the amount and form provided in this Agreement, the
consideration for the Restricted Shares to be repurchased in accordance with the
provisions of this Agreement, then after such time, the person from whom such
Restricted Shares are to be repurchased shall no longer have any rights as a
holder of such Restricted Shares (other than the right to receive payment of
such consideration in accordance with this Agreement). Such Restricted Shares
shall be deemed to have been repurchased in accordance with the applicable
provisions hereof, whether or not the certificate(s) therefor have been
delivered as required by this Agreement.
(g) ADDITIONAL SHARES OR SUBSTITUTED SECURITIES. In the event of any
stock dividend, stock split, adjustment in conversion ratio, recapitalization or
similar transaction affecting the Company's outstanding securities without
receipt of consideration, any new, substituted or additional securities or other
property (including money paid other than as a cash dividend) which are by
reason of such transaction distributed with respect to any Restricted Shares or
into which such Restricted Shares thereby become convertible shall immediately
be subject to the Company's special right of repurchase. Appropriate
adjustments to reflect the distribution of such securities or property shall be
made to the number and/or class of the Restricted Shares. Appropriate
adjustments shall also, after each such transaction, be made to the price per
share to be paid upon the exercise of the special right of repurchase in order
to reflect any change in the Company's outstanding securities effected without
receipt of consideration therefor; provided, however, that the aggregate
purchase price payable for the Restricted Shares shall remain the same.
(h) BINDING EFFECT. The Company's special right of repurchase shall
inure to the benefit of its successors and assigns and shall be binding upon any
representative, executor, administrator, heir or legatee of the Optionee.

<PAGE>

(i) TAX CONSEQUENCES. The Optionee understands that the exercise of
the Option to purchase Restricted Shares may subject the Optionee to federal and
state income tax liability. The Optionee has reviewed with the Optionee's own
tax advisors the federal, state, local and foreign tax consequences of this
investment and the transactions contemplated by this Agreement. The Optionee is
relying solely on such advisors and not any statements or representations of the
Company or any of its agents. The Optionee understands that the Optionee (and
not the Company) shall be responsible for the Optionee's own tax liability that
may arise as a result of the transactions contemplated by this Agreement. The
Optionee understands that Section 83 of the Code taxes as ordinary income the
difference between the purchase price for the Shares and the fair market value
of the Shares as of the date any restrictions on the Shares lapse. In this
context, "restriction" includes the right of the Company to buy back the Shares
pursuant to the Company's special right of repurchase. The Optionee understands
that the Optionee may elect to be taxed at the time the Shares are purchased
rather than when and as the repurchase option expires by filing an election
under Section 83(b) of the Code with the IRS within thirty days from the date of
purchase.
THE OPTIONEE ACKNOWLEDGES THAT IT IS THE OPTIONEE'S SOLE RESPONSIBILITY AND
NOT THE COMPANY'S TO TIMELY FILE THE ELECTION UNDER SECTION 83(b), EVEN IF THE
OPTIONEE REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE
OPTIONEE'S BEHALF.

SECTION 10. LEGALITY OF INITIAL ISSUANCE.
No Shares shall be issued upon the exercise of this Option unless and until
the Company has determined that:

(a) It and the Optionee have taken any actions required to
register the Shares under the Securities Act or to
perfect an exemption from the registration requirements
thereof;

(b) Any applicable listing requirement of any stock
exchange on which Stock is listed has been satisfied;
and

<PAGE>

SECTION 12. RESTRICTIVE LEGENDS.
Optionee understands and agrees that the Company shall cause the legend set
forth below or legends substantially equivalent thereto, in addition to the
legends set forth in the Shareholders' Agreement, to be placed upon any
certificate(s) evidencing ownership of the Shares together with any other
legends that may be required by the Company or by state or federal securities
laws:
IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS
SECURITY, OR ANY INTEREST THEREIN, OR TO RECEIVE ANY
CONSIDERATION THEREFOR, WITHOUT THE PRIOR WRITTEN CONSENT OF
THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA,
EXCEPT AS PERMITTED IN THE COMMISSIONER'S RULES.
Optionee understand that transfer of the Shares may be restricted by
Section 260.141.11 of the Rules of the California Corporations Commissioner, a
copy of which is attached as Exhibit A.

SECTION 13. RESTRICTIONS ON TRANSFER OF SHARES.
(a) RESTRICTIONS. Regardless of whether the offering and sale of Shares
that might be received upon exercise of this Option have been registered under
the Securities Act or have been registered or qualified under the securities
laws of any state, the Company may impose restrictions upon the sale, pledge, or
other transfer of such Shares (including the placement of appropriate legends on
stock certificates) if, in the judgment of the Company and its counsel, such
restrictions are necessary or desirable in order to achieve compliance with the
provisions of the Securities Act, the securities laws of any state or any other
law.
(b) INVESTMENT INTENT AT GRANT. The Optionee represents and agrees that
the Shares to be acquired upon exercising this Option will be acquired for
investment, and not with a view to the sale or distribution thereof.
(c) INVESTMENT INTENT AT EXERCISE. In the event that the sale of Shares
that might be received upon exercise of this Option is not registered under the
Securities Act but an exemption is available which requires an investment
representation or other representation, the Optionee shall represent and agree
at the time of exercise that the Shares being acquired upon exercising this
Option are being acquired for investment, and not with a view to the sale or
distribution thereof, and shall make such other representations as are set forth
in the Shareholders' Agreement or which are deemed necessary or

<PAGE>

appropriate by the Company and its counsel.
(d) LEGEND. All certificates evidencing Shares acquired under this
Agreement in an unregistered transaction shall bear the restrictive legends set
forth in Section 10 of the Shareholders' Agreement (and such other restrictive
legends as are required or deemed advisable under the provisions of any
applicable law).
(e) REMOVAL OF LEGENDS. If, in the opinion of the Company and its
counsel, any legend placed on a stock certificate representing Shares sold under
this Agreement is no longer required, the holder of such certificate shall be
entitled to exchange such certificate for a certificate representing the same
number of Shares but lacking such legend.
(f) ADMINISTRATION. Any determination by the Company and its counsel in
connection with any of the matters set forth in this Section 13 shall be
conclusive and binding on the Optionee and all other persons.

SECTION 14. SHARES AND ADJUSTMENTS.
(a) ADJUSTMENT. In the event that the outstanding Shares are hereafter
increased or decreased or changed into or exchanged for a different number or
kind of shares or other securities of the Company or of another corporation, by
reason of a reorganization, merger, consolidation, recapitalization,
reclassification, stock split, reverse stock split, combination of shares or
declaration of stock dividends, the total number and/or kind of Shares for the
purchase of which Options may be granted under the Plan or otherwise, and the
number and/or kind of Shares as to which Options (or portions thereof) are
outstanding, shall be adjusted proportionately by the Committee.
Notwithstanding the foregoing, the 100-share minimum for partial exercise under
Section 4(a) hereof shall not change as a result of any such adjustment unless
the outstanding Shares are exchanged for or changed into other securities of the
Company or another corporation. Any such adjustment of an outstanding Option
shall be made without a change in the total Exercise Price applicable to the
unexercised portion of such Option and with a corresponding adjustment in the
Exercise Price per Share. Any such adjustment under this Section 14 shall be
subject to the provisions of the Company's Articles of Incorporation, as
amended, and applicable law.
(b) ADMINISTRATION. All such adjustments shall be made by the Committee,
whose determination shall be conclusive and binding on all persons.

SECTION 15. MISCELLANEOUS PROVISIONS.
(a) WITHHOLDING TAXES. In the event that the Company determines that it
is required to withhold Federal, state, local or foreign taxes as a result of
the exercise of this Option, the Optionee, as a condition to the exercise of
this Option, shall make arrangements satisfactory to the Company to enable it to
satisfy all withholding requirements. The Optionee shall also make arrangements
satisfactory to the Company to

<PAGE>

enable it to satisfy any withholding requirements that may arise in connection
with the disposition of Shares purchased by exercising this Option.
(b) RIGHTS AS A SHAREHOLDER. Neither the Optionee nor the Optionee's
representative shall have any rights as a shareholder with respect to any Shares
subject to this Option until such Shares have been issued in the name of the
Optionee or the Optionee's representative.
(c) NO EMPLOYMENT RIGHTS. Nothing in this Agreement shall be construed as
giving the Optionee the right to be retained as an Employee, director or
Consultant. The Company reserves the right to terminate the Optionee's Service
at any time, with or without cause.
(d) NOTICE. Any notice required by the terms of this Agreement shall be
given in writing and shall be deemed effective upon personal delivery or upon
deposit with the United States Postal Service, by registered or certified mail
with postage and fees prepaid and addressed to the party entitled to such notice
at the address shown below such party's signature on this Agreement, or at such
other address as such party may designate by 10 days' advance written notice to
the other party to this Agreement.
(e) ENTIRE AGREEMENT. This Agreement and the Shareholders' Agreement
constitute the entire contract between the parties hereto with regard to the
subject matter hereof.
(f) CHOICE OF LAW. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of California, as such laws are applied
to contracts entered into and performed in such State.

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on
its behalf by its officer duly authorized to act on behalf of the Committee, and
the Optionee has personally executed this Agreement.

HAMBRECHT & QUIST GROUP

By: ____________________________________
Its: _______________________________

One Bush Street
San Francisco, California 94104

OPTIONEE:

__________________________________________
DANIEL H. CASE III
Optionee's Address:
__________________________________________
__________________________________________
__________________________________________

<PAGE>

HAMBRECHT & QUIST GROUP
1985 STOCK OPTION PLAN
NONSTATUTORY STOCK OPTION AGREEMENT

THIS AGREEMENT, entered into as of OCTOBER 1, 1994, between Hambrecht &
Quist Group, a California corporation (the "Company"), and PAUL L. HALLINGBY
(the "Optionee"),

W I T N E S S E T H:

NOW, THEREFORE, it is agreed as follows:

<PAGE>

SECTION 2. GRANT OF OPTION.
(a) OPTION. On the terms and conditions stated below, the Company hereby
grants to the Optionee the Option to purchase TEN THOUSAND (10,000) Shares for
the sum of ONE HUNDRED EIGHTY NINE THOUSAND FIVE HUNDRED DOLLARS ($18.95 per
Share), which is agreed to be 100% of the fair market value thereof on the Date
of Grant.
(b) STOCK OPTION PLAN. This Option is granted pursuant to the Plan, a
copy of which the Optionee acknowledges having received and read.
(c) TAX TREATMENT. This Option is a nonstatutory stock option and is not
intended to qualify as an Incentive Stock Option.

-2-
<PAGE>

-3-
<PAGE>

SECTION 7. TERM AND EXPIRATION.
(a) BASIC TERM. This Option shall in any event expire on SEPTEMBER 30,
2001.
(b) TERMINATION OF SERVICE (EXCEPT BY DEATH). If the Optionee's Service
terminates for any reason other than death, then this Option shall expire on the
earliest of the following occasions:

(i) The expiration date determined pursuant to Subsection
(a) above;

-4-
<PAGE>

(iii) The time when the Optionee is notified (orally or
in writing) that he or she is being discharged for
cause; or

(iv) The date six months after the termination of the
Optionee's service as an Employee because the
Optionee is permanently and totally disabled
within the meaning of Section 22(e)(3) of the
Code.

(i) The expiration date determined pursuant to Subsection
(a) above; or

(ii) The date six months after the Optionee's death.

-5-
<PAGE>

Anniversary Percentage of Shares
of Date of No Longer Subject
Grant to Repurchase
------------ ---------------------

Date of Grant . . . . . . . . . . . . . . . . 20%
First . . . . . . . . . . . . . . . . . . . . 40%
Second. . . . . . . . . . . . . . . . . . . . 60%
Third . . . . . . . . . . . . . . . . . . . . 80%

-6-
<PAGE>

Fourth. . . . . . . . . . . . . . . . . . . . 100%

The termination and phase-out of the Company's special repurchase right will
have no effect on any rights the Company may have (as to repurchase or
otherwise) under the Shareholders' Agreement, which will continue in full force
and effect.
The foregoing notwithstanding, the Company's special right of repurchase
shall terminate with respect to all Shares subject to this Option immediately
prior to the closing or occurance of any of the following transactions or
events:

(i) A merger or other reorganization (within the
meaning of Section 181 of the California
Corporations Code) in which the Company is not the
surviving entity;

(ii) The transfer of more than 50% of the Company's
voting power to one person or to a group of
affiliated persons, whether in one transaction or
in a series of related transactions;

(iii) The sale of all or substantially all of the
Company's assets;

(iv) The Optionee's death; or

(v) The Optionee is permanently and totally disabled
(within the meaning of Section 22(e)(3) of the
Code).

-7-
<PAGE>

-8-
<PAGE>

SECTION 10. LEGALITY OF INITIAL ISSUANCE.
No Shares shall be issued upon the exercise of this Option unless and until
the Company has determined that:

(a) It and the Optionee have taken any actions required to
register the Shares under the Securities Act or to
perfect an exemption from the registration requirements
thereof;

(b) Any applicable listing requirement of any stock
exchange on which Stock is listed has been satisfied;
and

-9-
<PAGE>

SECTION 13. SHARES AND ADJUSTMENTS.
(a) ADJUSTMENT. In the event that the outstanding Shares are hereafter
increased or decreased or changed into or exchanged for a different number or
kind of shares or other securities of the Company or of another corporation, by
reason of a reorganization, merger, consolidation, recapitalization,
reclassification, stock split, reverse stock split, combination of shares or
declaration of stock dividends, the total number and/or kind of Shares for the
purchase of which Options may be granted under the Plan, and the number and/or
kind of Shares as to which Options (or portions thereof) are outstanding, shall
be adjusted proportionately by the Committee. Notwithstanding the foregoing,
the 100-share minimum for partial exercise under Section 4(a) hereof shall not
change as a result of any such adjustment unless the outstanding Shares are
exchanged for or changed into other securities of the Company or another
corporation. Any such adjustment of an outstanding Option shall be made without
a change in the total Exercise Price applicable to the unexercised portion of
such Option and with a corresponding adjustment in the Exercise Price per Share.
Any such adjustment under this Section 13 shall be subject to the provisions of
the Company's Articles of Incorporation, as amended, and applicable law.
(b) ADMINISTRATION. All such adjustments shall be made by the Committee,
whose determination shall be conclusive and binding on all persons.

SECTION 14. MISCELLANEOUS PROVISIONS.

-10-
<PAGE>

-11-
<PAGE>

HAMBRECHT & QUIST GROUP

By: ____________________________________
Its: _______________________________

One Bush Street
San Francisco, California 94104

OPTIONEE:

__________________________________________

Optionee's Address:
__________________________________________
__________________________________________
__________________________________________

-12-
<PAGE>

STOCK OPTION AGREEMENT

THIS AGREEMENT, entered into as of May 7, 1991, between Hambrecht & Quist
Group, a California corporation (the "Company"), and Howard B. Hillman (the
"Optionee"),

W I T N E S S E T H:

WHEREAS, the Committee has determined that it would be in the best
interests of the Company and its shareholders to grant the nonstatutory stock
option described in this Agreement to the Optionee as an inducement to enter
into or remain in the service of the Company as an outside Director and as an
incentive for extraordinary efforts during such service:
NOW, THEREFORE, it is agreed as follows:

SECTION 1. DEFINITIONS.
(a) "AGREEMENT" shall mean this Nonstatutory Stock Option Agreement.
(b) "BOARD" shall mean the Board of Directors of the Company, as
constituted from time to time.
(c) "CODE" shall mean the Internal Revenue Code of 1954, as amended.
(d) "DATE OF GRANT" shall mean the date on which the Committee resolved to
grant this Option, which is the date as of which this Agreement is entered into.
(e) "EXERCISE PRICE" shall mean the amount for which one Share may be
purchased upon exercise of this option, as specified in Section 2(a) hereof.
(f) "INCENTIVE STOCK OPTION" shall mean an employee incentive stock option
as described in Section 422A(b) of the Code.
(g) "OPTION" shall mean the nonstatutory stock option granted under this
Agreement.
(h) "PARTIAL EXERCISE" shall mean an exercise with respect to less than
all of the remaining Shares subject to this Option.
(i) "PURCHASE PRICE" shall mean the Exercise Price multiplied by the
number of Shares with respect to which this Option is being exercised.
(j) "RESTRICTED SHARES" shall mean a Share which is subject to the
Company's right of repurchase under Section 8 hereof.
(k) "RIGHT OF FIRST REFUSAL" shall mean the Company's right of first
refusal described in Section 9 hereof.
(l) "SECURITIES ACT" shall mean the Securities Act of 1933, as amended.
(m) "SERVICE" shall mean service as an Employee or as a director of the
Company or a Subsidiary.

<PAGE>

(n) "SHARE" shall mean one share of Stock, as adjusted in accordance with
Section 13 hereof (if applicable).
(o) "SHAREHOLDERS' AGREEMENT" shall mean the Shareholders' Agreement dated
as of January 1, 1983 among all of the Company's shareholders.
(p) "STOCK" shall mean the Common Stock of the Company.
(q) "SUBSIDIARY" shall mean any corporation, if the Company and/or one or
more other Subsidiaries own not less than 50% of the total combined voting power
of all classes of outstanding stock of such corporation.
(r) "TEST RATE" shall mean the lowest rate of interest which will not
result in the imputation of additional interest under the applicable provision
of the Code.
(s) "TRANSFEREE" shall mean any person to whom the Optionee has directly
or indirectly transferred any Share acquired under this Agreement.

SECTION 2. GRANT OF OPTION.
(a) OPTION. On the terms and conditions stated below, the Company hereby
grants to the Optionee the Option to purchase all or any part of ten thousand
(10,000) Shares for the sum of One Hundred Twenty-Three Thousand Three Hundred
Dollars ($12.33 per Share), which is agreed to be 100% of the fair market value
thereof on the Date of Grant.

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<PAGE>

(ii) the Optionee's death or termination of Service occurs, in which case the
terms and conditions of Section 7 hereof shall apply. No Partial Exercise of
this Option may be made for a number of Shares other than 100 Shares or a
multiple thereof (without regard to adjustments).
(b) SHAREHOLDERS' AGREEMENT. No part of this Option shall be exercisable
unless the Optionee or his representative has delivered, or delivers
contemporaneously with his notice of exercise, an executed signature page to the
Shareholders' Agreement, to which he and his Shares shall become subject.

SECTION 5. EXERCISE PROCEDURES.
(a) NOTICE OF EXERCISE. The Optionee or the Optionee's representative may
exercise this Option by giving written notice to the Secretary of the Company
pursuant to Section 14(d) hereof. The notice shall specify the election to
exercise this Option and the number of Shares for which it is being exercised.
The notice may also request a form of payment other than cash under Sections 6
(b) or (c) hereof. The notice, along with a signature page to the Shareholders'
Agreement and any other documentation required thereunder, shall be signed by
the person or persons exercising this Option. In the event that this Option is
being exercised by the representative of the Optionee, the notice shall be
accompanied by proof satisfactory to the Company of the representative's right
to exercise this Option. The Optionee or the Optionee's representative shall
deliver to the Secretary of the Company, at the time of giving the notice,
payment in a form which conforms to Section 6 hereof for the full amount of the
Purchase Price. A copy of the Shareholders' Agreement, as amended, will be
delivered to the Optionee promptly after receipt of notice.
(b) ISSUANCE OF SHARES. After receiving a proper notice of exercise and
accompanying documentation, the Company shall cause to be issued a certificate
or certificates for the Shares as to which this Option has been exercised,
registered in the name of the person exercising this Option (or in the names of
such person and his or her spouse as community property or as joint tenants with
right of survivorship). The certificate or certificates will be held by the
Secretary of the Company pursuant to the terms of the Escrow Agreement signed as
part of the Shareholders' Agreement.

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<PAGE>

representative and must have a fair market value (as determined by the
Committee) on the date of exercise of this Option which, together with any
amount paid in a form other than Shares, is equal to the Purchase Price.
(c) PROMISSORY NOTE. With the Committee's express consent and at its sole
discretion, and if the Optionee still qualifies as an Employee or as a director
of the Company or a Subsidiary at the time of exercise, then all or part of the
Purchase Price may be paid with a full-recourse promissory note executed by the
Optionee. The term of such note shall be 60 months, and such note shall be
payable in full within 90 days after the Optionee's Service terminates. Such
note shall bear interest at a fixed rate equal to the Test Rate and shall be
fully amortized with 60 payments of principal and interest. Such note may, at
the option of the Committee, be repaid in full or in part by way of payroll
deduction, and shall be secured by a pledge of the Shares being acquired.

SECTION 7. TERM AND EXPIRATION.
(a) BASIC TERM. This Option shall in any event expire on MAY 6, 1998.
(b) TERMINATION OF SERVICE (EXCEPT BY DEATH). If the Optionee's Service
terminates for any reason other than death, then this Option shall expire on the
earliest of the following occasions:

(i) The expiration date determined pursuant to
Subsection (a) above;

(iii) The time when the Optionee is notified (orally or
in writing) that he or she is being discharged for
cause; or

(iv) The date six months after the termination of the
Optionee's service as an Employee because the
Optionee is permanently and totally disabled
within the meaning of Section 22(e)(3) of the
Code.

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<PAGE>

(c) DEATH OF OPTIONEE. If the Optionee dies in Service, then this Option
shall expire on the earlier of the following dates:

(i) The expiration date determined pursuant to Subsection
(a) above; or

(ii) The date six months after the Optionee's death.

SECTION 8. THE COMPANY'S RIGHT OF REPURCHASE.
(a) BASIC REPURCHASE RIGHT. All Shares purchased pursuant to this
Agreement shall be subject to the terms and conditions of the Shareholders'
Agreement. Except to the extent otherwise provided in Subsection (d), Shares
purchased pursuant to this Agreement shall also be subject to a special right
(but not an obligation) of repurchase by the Company which is in addition to
whatever similar rights are provided under the Shareholders' Agreement. Shares
subject to this special right of repurchase are referred to as "Restricted
Shares." The per share repurchase price of the Restricted Shares shall be equal
to the Exercise Price. The Optionee shall not transfer, assign, encumber, or
otherwise dispose of any Restricted Shares.
(b) CONDITION PRECEDENT TO EXERCISE. The Company's special right of
repurchase shall be exercisable only during the 60-day period next following the
later of (i) the date when the Optionee's Service terminates for any reason,
with or without cause, or (ii) the date when the Optionee purchases the
Restricted Shares. The determination of whether or when the Optionee's Service
has terminated shall be made by the Committee in its sole and absolute
discretion.
(c) EXERCISE OF REPURCHASE RIGHT. The Company's right of repurchase shall
be exercisable only by written notice delivered to the Optionee prior to the
expiration of the 60-day period specified in Subsection (b) above. The notice
shall indicate the number of Restricted Shares to be repurchased and the date on
which the repurchase is to be effected. Such date shall not be more than 30
days after the date of the notice. The certificate(s) representing the
Restricted Shares to be repurchased shall, if in the possession or under the
control of the Optionee, prior to the close

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<PAGE>

of business on the date specified for the repurchase, be delivered to the
Secretary of the Company. Each certificate shall be properly endorsed for
transfer. The Company shall, concurrently with the receipt of such
certificate(s), pay to the Optionee an amount equal to the Exercise Price
multiplied by the number of the Restricted Shares to be repurchased. Payment
shall be made, first, by the discharge of any outstanding indebtedness
(principal plus accrued but unpaid interest) under any promissory note used by
the Optionee to pay for the Restricted Shares under Section 6 (c) hereof and,
second, in cash or cash equivalents. The Company's right of repurchase shall
terminate with respect to any Restricted Shares for which it has not been timely
exercised pursuant to this Section 8 (c).
(d) PHASE-OUT OF REPURCHASE RIGHT. On and after each date specified in
the following schedule, the Company's special right of repurchase under this
Agreement shall terminate and shall not be exercisable with respect to that
number of Shares purchased pursuant to this Agreement which does not exceed the
percentage set forth opposite such date multiplied by the total number of Shares
subject to this Option.

Anniversary Percentage of Shares
of Date of No Longer Subject
Grant To Repurchase
----------- ---------------------

Date of Grant . . . . . . . . . . . . . . . 20%
First . . . . . . . . . . . . . . . . . . . 40%
Second. . . . . . . . . . . . . . . . . . . 60%
Third . . . . . . . . . . . . . . . . . . . 80%
Fourth. . . . . . . . . . . . . . . . . . . 100%

The termination and phase-out of the Company's special repurchase right will
have no effect on any rights the Company may have (as to repurchase or
otherwise) under the Shareholders' Agreement, which will continue in full force
and effect.
The foregoing notwithstanding, the Company's special right of repurchase
shall terminate with respect to all Shares subject to this Option immediately
prior to the closing or occurance of any of the following transactions or
events:

(i) A merger or other reorganization (within the
meaning of Section 181 of the California
Corporations Code) in which the Company is not the
surviving entity;

(ii) The transfer of more than 50% of the Company's
voting power to one person or to a group of
affiliated persons, whether in one transaction or
in a series of related transactions;

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<PAGE>

(iii) The sale of all or substantially all of the
Company's assets;

(iv) The Optionee's death; or

(v) The Optionee is permanently and totally disabled
(within the meaning of Section 22(e)(3) of the
Code).
(e) ESTABLISHMENT OF ESCROW. In conformance with the terms of the
Shareholders' Agreement and in order to facilitate the exercise of the Company's
special right of repurchase, the Optionee shall, concurrently with the exercise
of this Option, execute joint escrow instructions prescribed by the Committee.
The Optionee shall also deliver to and deposit with the designated escrow agent
the certificate(s) for any Restricted Shares, except as provided in any security
agreement executed under Section 6(c) hereof. As long as the Company retains
any right of repurchase (special or otherwise), the Optionee shall deliver to
such escrow agent, promptly upon receipt, any additional securities or other
property (including money paid other than as a cash dividend) distributed with
respect to any Restricted Shares, except as provided in any such security
agreement. Any certificate(s) delivered into escrow shall be accompanied by an
assignment of stock powers properly endorsed by the Optionee.
(f) CANCELLATION OF SHARES. If the Company makes available, at the time
and place and in the amount and form provided in this Agreement, the
consideration for the Restricted Shares to be repurchased in accordance with the
provisions of this Agreement, then after such time, the person from whom such
Restricted Shares are to be repurchased shall no longer have any rights as a
holder of such Restricted Shares (other than the right to receive payment of
such consideration in accordance with this Agreement). Such Restricted Shares
shall be deemed to have been repurchased in accordance with the applicable
provisions hereof, whether or not the certificate(s) therefor have been
delivered as required by this Agreement.
(g) ADDITIONAL SHARES OR SUBSTITUTED SECURITIES. In the event of any
stock dividend, stock split, adjustment in conversion ratio, recapitalization or
similar transaction affecting the Company's outstanding securities without
receipt of consideration, any new, substituted or additional securities or other
property (including money paid other than as a cash dividend) which are by
reason of such transaction distributed with respect to any Restricted Shares or
into which such Restricted Shares thereby become convertible shall immediately
be subject to the Company's special right of repurchase. Appropriate
adjustments to reflect the distribution of such securities or property shall be
made to the number and/or class of the Restricted Shares. Appropriate
adjustments shall also, after each such transaction, be made to the price per
share to be paid upon the exercise of the special right of repurchase in order
to reflect any change in the Company's outstanding securities

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<PAGE>

effected without receipt of consideration therefor; provided, however, that the
aggregate purchase price payable for the Restricted Shares shall remain the
same.
(h) LEGEND. All certificates representing Restricted Shares shall be
endorsed with the following legend:

SECTION 10. LEGALITY OF INITIAL ISSUANCE.
No Shares shall be issued upon the exercise of this Option unless and until
the Company has determined that:

(a) It and the Optionee have taken any actions required to
register the Shares under the Securities Act or to
perfect an exemption from the registration requirements
thereof;

(b) Any applicable listing requirement of any stock
exchange on which Stock is listed has been satisfied;
and

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<PAGE>

SECTION 12. RESTRICTIONS ON TRANSFER OF SHARES.
(a) RESTRICTIONS. Regardless of whether the offering and sale of Shares
under the Plan have been registered under the Securities Act or have been
registered or qualified under the securities laws of any state, the Company may
impose restrictions upon the sale, pledge, or other transfer of such Shares
(including the placement of appropriate legends on stock certificates) if, in
the judgment of the Company and its counsel, such restrictions are necessary or
desirable in order to achieve compliance with the provisions of the Securities
Act, the securities laws of any state or any other law.
(b) INVESTMENT INTENT AT GRANT. The Optionee represents and agrees that
the Shares to be acquired upon exercising this Option will be acquired for
investment, and not with a view to the sale or distribution thereof.
(c) INVESTMENT INTENT AT EXERCISE. In the event that the sale of Shares
under the Plan is not registered under the Securities Act but an exemption is
available which requires an investment representation or other representation,
the Optionee shall represent and agree at the time of exercise that the Shares
being acquired upon exercising this Option are being acquired for investment,
and not with a view to the sale or distribution thereof, and shall make such
other representations as are set forth in the Shareholders' Agreement or which
are deemed necessary or appropriate by the Company and its counsel.
(d) LEGEND. All certificates evidencing Shares acquired under this
Agreement in an unregistered transaction shall bear the restrictive legends set
forth in Section 10 of the Shareholders' Agreement (and such other restrictive
legends as are required or deemed advisable under the provisions of any
applicable law).
(e) REMOVAL OF LEGENDS. If, in the opinion of the Company and its
counsel, any legend placed on a stock certificate representing Shares sold under
this Agreement is no longer required, the holder of such certificate shall be
entitled to exchange such certificate for a certificate representing the same
number of Shares but lacking such legend.

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<PAGE>

(f) ADMINISTRATION. Any determination by the Company and its counsel in
connection with any of the matters set forth in this Section 12 shall be
conclusive and binding on the Optionee and all other persons.

SECTION 13. SHARES AND ADJUSTMENTS.
(a) ADJUSTMENT. In the event that the outstanding Shares are hereafter
increased or decreased or changed into or exchanged for a different number or
kind of shares or other securities of the Company or of another corporation, by
reason of a reorganization, merger, consolidation, recapitalization,
reclassification, stock split, reverse stock split, combination of shares or
declaration of stock dividends, the total number and/or kind of Shares for the
purchase of which Options may be granted under the Plan, and the number and/or
kind of Shares as to which Options (or portions thereof) are outstanding, shall
be adjusted proportionately by the Committee. Notwithstanding the foregoing,
the 100-share minimum for partial exercise under Section 4(a) hereof shall not
change as a result of any such adjustment unless the outstanding Shares are
exchanged for or changed into other securities of the Company or another
corporation. Any such adjustment of an outstanding Option shall be made without
a change in the total Exercise Price applicable to the unexercised portion of
such Option and with a corresponding adjustment in the Exercise Price per Share.
Any such adjustment under this Section 13 shall be subject to the provisions of
the Company's Articles of Incorporation, as amended, and applicable law.
(b) ADMINISTRATION. All such adjustments shall be made by the Committee,
whose determination shall be conclusive and binding on all persons.

SECTION 14. MISCELLANEOUS PROVISIONS.
(a) WITHHOLDING TAXES. In the event that the Company determines that it
is required to withhold Federal, state, local or foreign taxes as a result of
the exercise of this Option, the Optionee, as a condition to the exercise of
this Option, shall make arrangements satisfactory to the Company to enable it to
satisfy all withholding requirements. The Optionee shall also make arrangements
satisfactory to the Company to enable it to satisfy any withholding requirements
that may arise in connection with the disposition of Shares purchased by
exercising this Option.
(b) RIGHTS AS A SHAREHOLDER. Neither the Optionee nor the Optionee's
representative shall have any rights as a shareholder with respect to any Shares
subject to this Option until such Shares have been issued in the name of the
Optionee or the Optionee's representative.

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<PAGE>

(c) NO EMPLOYMENT RIGHTS. Nothing in this Agreement shall be construed as
giving the Optionee the right to be retained as an Employee or director. The
Company reserves the right to terminate the Optionee's Service at any time, with
or without cause.
(d) NOTICE. Any notice required by the terms of this Agreement shall be
given in writing and shall be deemed effective upon personal delivery or upon
deposit with the United States Postal Service, by registered or certified mail
with postage and fees prepaid and addressed to the party entitled to such notice
at the address shown below such party's signature on this Agreement, or at such
other address as such party may designate by 10 days' advance written notice to
the other party to this Agreement.
(e) ENTIRE AGREEMENT. This Agreement, the Plan and the Shareholders'
Agreement constitute the entire contract between the parties hereto with regard
to the subject matter hereof.
(f) CHOICE OF LAW. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of California, as such laws are applied
to contracts entered into and performed in such State.

HAMBRECHT & QUIST GROUP

By: ____________________________________
Its: _______________________________

One Bush Street
San Francisco, California 94104

OPTIONEE:

/s/ Howard B. Hillman
__________________________________________
Howard B. Hillman

Optionee's Address:

158 Main Street
_________________________________________
New Canaan, Ct
__________________________________________
06840
__________________________________________

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<PAGE>

HAMBRECHT & QUIST GROUP
1985 STOCK OPTION PLAN
NONSTATUTORY STOCK OPTION AGREEMENT

THIS AGREEMENT, entered into as of September 15, 1992, between Hambrecht &
Quist Group, a California corporation (the "Company"), and Howard B. Hillman
(the "Optionee"),

W I T N E S S E T H:

WHEREAS, the Committee has determined that it would be in the best
interests of the Company and its shareholders to grant the nonstatutory stock
option described in this Agreement to the Optionee as an inducement to enter
into or remain in the service of the Company as an outside Director and as an
incentive for extraordinary efforts during such service:

NOW, THEREFORE, it is agreed as follows:

SECTION 1. DEFINITIONS.
(a) "AGREEMENT" shall mean this Nonstatutory Stock Option Agreement.
(b) "BOARD" shall mean the Board of Directors of the Company, as
constituted from time to time.
(c) "CODE" shall mean the Internal Revenue Code of 1954, as amended.
(d) "DATE OF GRANT" shall mean the date on which the Committee resolved to
grant this Option, which is the date as of which this Agreement is entered into.
(e) "EXERCISE PRICE" shall mean the amount for which one Share may be
purchased upon exercise of this option, as specified in Section 2(a) hereof.
(f) "INCENTIVE STOCK OPTION" shall mean an employee incentive stock option
as described in Section 422A(b) of the Code.
(g) "OPTION" shall mean the nonstatutory stock option granted under this
Agreement.
(h) "PARTIAL EXERCISE" shall mean an exercise with respect to less than
all of the remaining Shares subject to this Option.
(i) "PURCHASE PRICE" shall mean the Exercise Price multiplied by the
number of Shares with respect to which this Option is being exercised.
(j) "RESTRICTED SHARES" shall mean a Share which is subject to the
Company's right of repurchase under Section 8 hereof.
(k) "RIGHT OF FIRST REFUSAL" shall mean the Company's right of first
refusal described in Section 9 hereof.
(l) "SECURITIES ACT" shall mean the Securities Act of 1933, as amended.
(m) "SERVICE" shall mean service as an Employee or as a director of the
Company or a Subsidiary.

<PAGE>

SECTION 2. GRANT OF OPTION.
(a) OPTION. On the terms and conditions stated below, the Company hereby
grants to the Optionee the Option to purchase two thousand (2,000) Shares for
the sum of Sixteen Thousand Eight Hundred Twenty Dollars ($8.41 per Share),
which is agreed to be 100% of the fair market value thereof on the Date of
Grant.

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<PAGE>

SECTION 5. EXERCISE PROCEDURES.
(a) NOTICE OF EXERCISE. The Optionee or the Optionee's representative may
exercise this Option by giving written notice to the Secretary of the Company
pursuant to Section 14(d) hereof. The notice shall specify the election to
exercise this Option and the number of Shares for which it is being exercised.
The notice may also request a form of payment other than cash under Sections 6
(b) or (c) hereof. The notice, along with a signature page to the Shareholders'
Agreement and any other documentation required thereunder, shall be signed by
the person or persons exercising this Option. In the event that this Option is
being exercised by the representative of the Optionee, the notice shall be
accompanied by proof satisfactory to the Company of the representative's right
to exercise this Option. The Optionee or the Optionee's representative shall
deliver to the Secretary of the Company, at the time of giving the notice,
payment in a form which conforms to Section 6 hereof for the full amount of the
Purchase Price. A copy of the Shareholders' Agreement, as amended, will be
delivered to the Optionee promptly after receipt of notice.
(b) ISSUANCE OF SHARES. After receiving a proper notice of exercise and
accompanying documentation, the Company shall cause to be issued a certificate
or certificates for the Shares as to which this Option has been exercised,
registered in the name of the person exercising this Option (or in the names of
such person and his or her spouse as community property or as joint tenants with
right of survivorship). The certificate or certificates will be held by the
Secretary of the Company pursuant to the terms of the Escrow Agreement signed as
part of the Shareholders' Agreement.

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<PAGE>

SECTION 7. TERM AND EXPIRATION.
(a) BASIC TERM. This Option shall in any event expire on SEPTEMBER 15,
1999.
(b) TERMINATION OF SERVICE (EXCEPT BY DEATH). If the Optionee's Service
terminates for any reason other than death, then this Option shall expire on the
earliest of the following occasions:

(i) The expiration date determined pursuant to
Subsection (a) above;

(iii) The time when the Optionee is notified (orally or
in writing) that he or she is being discharged for
cause; or

(iv) The date six months after the termination of the
Optionee's service as an Employee because the
Optionee is permanently and totally disabled
within the meaning of Section 22(e)(3) of the
Code.

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<PAGE>

(c) DEATH OF OPTIONEE. If the Optionee dies in Service, then this Option
shall expire on the earlier of the following dates:

(i) The expiration date determined pursuant to Subsection
(a) above; or

(ii) The date six months after the Optionee's death.

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<PAGE>

Anniversary Percentage of Shares
of Date of No Longer Subject
Grant to Repurchase
------------ -------------------

Date of Grant . . . . . . . . . . . . . . . . . . 20%
First . . . . . . . . . . . . . . . . . . . . . . 40%
Second. . . . . . . . . . . . . . . . . . . . . . 60%
Third . . . . . . . . . . . . . . . . . . . . . . 80%
Fourth. . . . . . . . . . . . . . . . . . . . . . 100%

The termination and phase-out of the Company's special repurchase right will
have no effect on any rights the Company may have (as to repurchase or
otherwise) under the Shareholders' Agreement, which will continue in full force
and effect.
The foregoing notwithstanding, the Company's special right of repurchase
shall terminate with respect to all Shares subject to this Option immediately
prior to the closing or occurance of any of the following transactions or
events:

(i) A merger or other reorganization (within the
meaning of Section 181 of the California
Corporations Code) in which the Company is not the
surviving entity;

(ii) The transfer of more than 50% of the Company's
voting power to one person or to a group of
affiliated persons, whether in one transaction or
in a series of related transactions;

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<PAGE>

(iii) The sale of all or substantially all of the
Company's assets;

(iv) The Optionee's death; or

(v) The Optionee is permanently and totally disabled
(within the meaning of Section 22(e)(3) of the
Code).

(e) ESTABLISHMENT OF ESCROW. In conformance with the terms of the
Shareholders' Agreement and in order to facilitate the exercise of the Company's
special right of repurchase, the Optionee shall, concurrently with the exercise
of this Option, execute joint escrow instructions prescribed by the Committee.
The Optionee shall also deliver to and deposit with the designated escrow agent
the certificate(s) for any Restricted Shares, except as provided in any security
agreement executed under Section 6(c) hereof. As long as the Company retains
any right of repurchase (special or otherwise), the Optionee shall deliver to
such escrow agent, promptly upon receipt, any additional securities or other
property (including money paid other than as a cash dividend) distributed with
respect to any Restricted Shares, except as provided in any such security
agreement. Any certificate(s) delivered into escrow shall be accompanied by an
assignment of stock powers properly endorsed by the Optionee.
(f) CANCELLATION OF SHARES. If the Company makes available, at the time
and place and in the amount and form provided in this Agreement, the
consideration for the Restricted Shares to be repurchased in accordance with the
provisions of this Agreement, then after such time, the person from whom such
Restricted Shares are to be repurchased shall no longer have any rights as a
holder of such Restricted Shares (other than the right to receive payment of
such consideration in accordance with this Agreement). Such Restricted Shares
shall be deemed to have been repurchased in accordance with the applicable
provisions hereof, whether or not the certificate(s) therefor have been
delivered as required by this Agreement.
(g) ADDITIONAL SHARES OR SUBSTITUTED SECURITIES. In the event of any
stock dividend, stock split, adjustment in conversion ratio, recapitalization or
similar transaction affecting the Company's outstanding securities without
receipt of consideration, any new, substituted or additional securities or other
property (including money paid other than as a cash dividend) which are by
reason of such transaction distributed with respect to any Restricted Shares or
into which such Restricted Shares thereby become convertible shall immediately
be subject to the Company's special right of repurchase. Appropriate
adjustments to reflect the distribution of such securities or property shall be
made to the number and/or class of the Restricted Shares. Appropriate
adjustments shall also, after each such transaction, be made to the price per
share to be paid upon the exercise of the special right of repurchase in order
to reflect any change in the Company's outstanding securities

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<PAGE>

SECTION 10. LEGALITY OF INITIAL ISSUANCE.
No Shares shall be issued upon the exercise of this Option unless and until
the Company has determined that:

(a) It and the Optionee have taken any actions required to
register the Shares under the Securities Act or to
perfect an exemption from the registration requirements
thereof;

(b) Any applicable listing requirement of any stock
exchange on which Stock is listed has been satisfied;
and

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<PAGE>

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<PAGE>

SECTION 13. SHARES AND ADJUSTMENTS.
(a) ADJUSTMENT. In the event that the outstanding Shares are hereafter
increased or decreased or changed into or exchanged for a different number or
kind of shares or other securities of the Company or of another corporation, by
reason of a reorganization, merger, consolidation, recapitalization,
reclassification, stock split, reverse stock split, combination of shares or
declaration of stock dividends, the total number and/or kind of Shares for the
purchase of which Options may be granted under the Plan, and the number and/or
kind of Shares as to which Options (or portions thereof) are outstanding, shall
be adjusted proportionately by the Committee. Notwithstanding the foregoing,
the 100-share minimum for partial exercise under Section 4(a) hereof shall not
change as a result of any such adjustment unless the outstanding Shares are
exchanged for or changed into other securities of the Company or another
corporation. Any such adjustment of an outstanding Option shall be made without
a change in the total Exercise Price applicable to the unexercised portion of
such Option and with a corresponding adjustment in the Exercise Price per Share.
Any such adjustment under this Section 13 shall be subject to the provisions of
the Company's Articles of Incorporation, as amended, and applicable law.
(b) ADMINISTRATION. All such adjustments shall be made by the Committee,
whose determination shall be conclusive and binding on all persons.

-10-
<PAGE>

HAMBRECHT & QUIST GROUP

By: ____________________________________
Its: _______________________________

One Bush Street
San Francisco, California 94104

OPTIONEE:

Howard B. Hillman
__________________________________________

Optionee's Address:

158 Main Street
__________________________________________

New Canaan, CT 06840
__________________________________________

__________________________________________

-11-
<PAGE>

HAMBRECHT & QUIST GROUP
1985 STOCK OPTION PLAN
NONSTATUTORY STOCK OPTION AGREEMENT

THIS AGREEMENT, entered into as of JUNE 30, 1994, between Hambrecht & Quist
Group, a California corporation (the "Company"), and HOWARD B. HILLMAN (the
"Optionee"),

W I T N E S S E T H:

WHEREAS, the Committee has determined that it would be in the best
interests of the Company and its shareholders to grant the nonstatutory stock
option described in this Agreement to the Optionee as an inducement to enter
into or remain in the service of the Company as an outside Director and as an
incentive for extraordinary efforts during such service:
NOW, THEREFORE, it is agreed as follows:

SECTION 1. DEFINITIONS.
(a) "AGREEMENT" shall mean this Nonstatutory Stock Option Agreement.
(b) "BOARD" shall mean the Board of Directors of the Company, as
constituted from time to time.
(c) "CODE" shall mean the Internal Revenue Code of 1954, as amended.
(d) "DATE OF GRANT" shall mean the date on which the Committee resolved to
grant this Option, which is the date as of which this Agreement is entered into.
(e) "EXERCISE PRICE" shall mean the amount for which one Share may be
purchased upon exercise of this option, as specified in Section 2(a) hereof.
(f) "INCENTIVE STOCK OPTION" shall mean an employee incentive stock option
as described in Section 422A(b) of the Code.
(g) "OPTION" shall mean the nonstatutory stock option granted under this
Agreement.
(h) "PARTIAL EXERCISE" shall mean an exercise with respect to less than
all of the remaining Shares subject to this Option.
(i) "PURCHASE PRICE" shall mean the Exercise Price multiplied by the
number of Shares with respect to which this Option is being exercised.
(j) "RESTRICTED SHARES" shall mean a Share which is subject to the
Company's right of repurchase under Section 8 hereof.
(k) "RIGHT OF FIRST REFUSAL" shall mean the Company's right of first
refusal described in Section 9 hereof.
(l) "SECURITIES ACT" shall mean the Securities Act of 1933, as amended.
(m) "SERVICE" shall mean service as an Employee or as a director of the
Company or a Subsidiary.

<PAGE>

SECTION 2. GRANT OF OPTION.
(a) OPTION. On the terms and conditions stated below, the Company hereby
grants to the Optionee the Option to purchase TWO THOUSAND (2,000) Shares for
the sum of THIRTY SIX THOUSAND TWO HUNDRED DOLLARS ($18.10 per Share), which is
agreed to be 100% of the fair market value thereof on the Date of Grant.

-2-
<PAGE>

SECTION 5. EXERCISE PROCEDURES.
(a) NOTICE OF EXERCISE. The Optionee or the Optionee's representative may
exercise this Option by giving written notice to the Secretary of the Company
pursuant to Section 14(d) hereof. The notice shall specify the election to
exercise this Option and the number of Shares for which it is being exercised.
The notice may also request a form of payment other than cash under Sections 6
(b) or (c) hereof. The notice, along with a signature page to the Shareholders'
Agreement and any other documentation required thereunder, shall be signed by
the person or persons exercising this Option. In the event that this Option is
being exercised by the representative of the Optionee, the notice shall be
accompanied by proof satisfactory to the Company of the representative's right
to exercise this Option. The Optionee or the Optionee's representative shall
deliver to the Secretary of the Company, at the time of giving the notice,
payment in a form which conforms to Section 6 hereof for the full amount of the
Purchase Price. A copy of the Shareholders' Agreement, as amended, will be
delivered to the Optionee promptly after receipt of notice.
(b) ISSUANCE OF SHARES. After receiving a proper notice of exercise and
accompanying documentation, the Company shall cause to be issued a certificate
or certificates for the Shares as to which this Option has been exercised,
registered in the name of the person exercising this Option (or in the names of
such person and his or her spouse as community property or as joint tenants with
right of survivorship). The certificate or certificates will be held by the
Secretary of the Company pursuant to the terms of the Escrow Agreement signed as
part of the Shareholders' Agreement.

-3-
<PAGE>

SECTION 7. TERM AND EXPIRATION.
(a) BASIC TERM. This Option shall in any event expire on JUNE 29, 2001.
(b) TERMINATION OF SERVICE (EXCEPT BY DEATH). If the Optionee's Service
terminates for any reason other than death, then this Option shall expire on the
earliest of the following occasions:

(i) The expiration date determined pursuant to
Subsection (a) above;

(iii) The time when the Optionee is notified (orally or
in writing) that he or she is being discharged for
cause; or

(iv) The date six months after the termination of the
Optionee's service as an Employee because the
Optionee is permanently and totally disabled
within the meaning of Section 22(e)(3) of the
Code.

-4-
<PAGE>

(c) DEATH OF OPTIONEE. If the Optionee dies in Service, then this Option
shall expire on the earlier of the following dates:

(i) The expiration date determined pursuant to Subsection
(a) above; or

(ii) The date six months after the Optionee's death.

-5-
<PAGE>

Each certificate shall be properly endorsed for transfer. The Company shall,
concurrently with the receipt of such certificate(s), pay to the Optionee an
amount equal to the Exercise Price multiplied by the number of the Restricted
Shares to be repurchased. Payment shall be made, first, by the discharge of any
outstanding indebtedness (principal plus accrued but unpaid interest) under any
promissory note used by the Optionee to pay for the Restricted Shares under
Section 6 (c) hereof and, second, in cash or cash equivalents. The Company's
right of repurchase shall terminate with respect to any Restricted Shares for
which it has not been timely exercised pursuant to this Section 8 (c).
(d) PHASE-OUT OF REPURCHASE RIGHT. On and after each date specified in
the following schedule, the Company's special right of repurchase under this
Agreement shall terminate and shall not be exercisable with respect to that
number of Shares purchased pursuant to this Agreement which does not exceed the
percentage set forth opposite such date multiplied by the total number of Shares
subject to this Option.

Anniversary Percentage of Shares
of Date of No Longer Subject
Grant to Repurchase
------------ -------------------

The termination and phase-out of the Company's special repurchase right will
have no effect on any rights the Company may have (as to repurchase or
otherwise) under the Shareholders' Agreement, which will continue in full force
and effect.
The foregoing notwithstanding, the Company's special right of repurchase
shall terminate with respect to all Shares subject to this Option immediately
prior to the closing or occurance of any of the following transactions or
events:

(i) A merger or other reorganization (within the
meaning of Section 181 of the California
Corporations Code) in which the Company is not the
surviving entity;

(ii) The transfer of more than 50% of the Company's
voting power to one person or to a group of
affiliated persons, whether in one transaction or
in a series of related transactions;
(iii) The sale of all or substantially all of the
Company's assets;

-6-
<PAGE>

(iv) The Optionee's death; or

(v) The Optionee is permanently and totally disabled
(within the meaning of Section 22(e)(3) of the
Code).

-7-
<PAGE>

(h) LEGEND. All certificates representing Restricted Shares shall be
endorsed with the following legend:

SECTION 10. LEGALITY OF INITIAL ISSUANCE.
No Shares shall be issued upon the exercise of this Option unless and until
the Company has determined that:

(a) It and the Optionee have taken any actions required to
register the Shares under the Securities Act or to
perfect an exemption from the registration requirements
thereof;

(b) Any applicable listing requirement of any stock
exchange on which Stock is listed has been satisfied;
and

-8-
<PAGE>

-9-
<PAGE>

SECTION 13. SHARES AND ADJUSTMENTS.
(a) ADJUSTMENT. In the event that the outstanding Shares are hereafter
increased or decreased or changed into or exchanged for a different number or
kind of shares or other securities of the Company or of another corporation, by
reason of a reorganization, merger, consolidation, recapitalization,
reclassification, stock split, reverse stock split, combination of shares or
declaration of stock dividends, the total number and/or kind of Shares for the
purchase of which Options may be granted under the Plan, and the number and/or
kind of Shares as to which Options (or portions thereof) are outstanding, shall
be adjusted proportionately by the Committee. Notwithstanding the foregoing,
the 100-share minimum for partial exercise under Section 4(a) hereof shall not
change as a result of any such adjustment unless the outstanding Shares are
exchanged for or changed into other securities of the Company or another
corporation. Any such adjustment of an outstanding Option shall be made without
a change in the total Exercise Price applicable to the unexercised portion of
such Option and with a corresponding adjustment in the Exercise Price per Share.
Any such adjustment under this Section 13 shall be subject to the provisions of
the Company's Articles of Incorporation, as amended, and applicable law.
(b) ADMINISTRATION. All such adjustments shall be made by the Committee,
whose determination shall be conclusive and binding on all persons.

-10-
<PAGE>

HAMBRECHT & QUIST GROUP

By: ____________________________________
Its: _______________________________

One Bush Street
San Francisco, California 94104

OPTIONEE:

/s/ Howard B. Hillman
__________________________________________

Optionee's Address:

158 Main Street
__________________________________________

New Canaan, CT 06840
__________________________________________

__________________________________________

-11-
<PAGE>

HAMBRECHT & QUIST GROUP
1985 STOCK OPTION PLAN
NONSTATUTORY STOCK OPTION AGREEMENT

THIS AGREEMENT, entered into as of SEPTEMBER 15, 1992, between Hambrecht &
Quist Group, a California corporation (the "Company"), and WILLIAM E. MAYER (the
"Optionee"),

W I T N E S S E T H:

WHEREAS, the Committee has determined that it would be in the best
interests of the Company and its shareholders to grant the nonstatutory stock
option described in this Agreement to the Optionee as an inducement to enter
into or remain in the service of the Company as an outside Director and as an
incentive for extraordinary efforts during such service:
NOW, THEREFORE, it is agreed as follows:

SECTION 1. DEFINITIONS.
(a) "AGREEMENT" shall mean this Nonstatutory Stock Option Agreement.
(b) "BOARD" shall mean the Board of Directors of the Company, as
constituted from time to time.
(c) "CODE" shall mean the Internal Revenue Code of 1954, as amended.
(d) "DATE OF GRANT" shall mean the date on which the Committee resolved to
grant this Option, which is the date as of which this Agreement is entered into.
(e) "EXERCISE PRICE" shall mean the amount for which one Share may be
purchased upon exercise of this option, as specified in Section 2(a) hereof.
(f) "INCENTIVE STOCK OPTION" shall mean an employee incentive stock option
as described in Section 422A(b) of the Code.
(g) "OPTION" shall mean the nonstatutory stock option granted under this
Agreement.
(h) "PARTIAL EXERCISE" shall mean an exercise with respect to less than
all of the remaining Shares subject to this Option.
(i) "PURCHASE PRICE" shall mean the Exercise Price multiplied by the
number of Shares with respect to which this Option is being exercised.
(j) "RESTRICTED SHARES" shall mean a Share which is subject to the
Company's right of repurchase under Section 8 hereof.
(k) "RIGHT OF FIRST REFUSAL" shall mean the Company's right of first
refusal described in Section 9 hereof.
(l) "SECURITIES ACT" shall mean the Securities Act of 1933, as amended.
(m) "SERVICE" shall mean service as an Employee or as a director of the
Company or a Subsidiary.

<PAGE>

-2-
<PAGE>

SECTION 5. EXERCISE PROCEDURES.
(a) NOTICE OF EXERCISE. The Optionee or the Optionee's representative may
exercise this Option by giving written notice to the Secretary of the Company
pursuant to Section 14(d) hereof. The notice shall specify the election to
exercise this Option and the number of Shares for which it is being exercised.
The notice may also request a form of payment other than cash under Sections 6
(b) or (c) hereof. The notice, along with a signature page to the Shareholders'
Agreement and any other documentation required thereunder, shall be signed by
the person or persons exercising this Option. In the event that this Option is
being exercised by the representative of the Optionee, the notice shall be
accompanied by proof satisfactory to the Company of the representative's right
to exercise this Option. The Optionee or the Optionee's representative shall
deliver to the Secretary of the Company, at the time of giving the notice,
payment in a form which conforms to Section 6 hereof for the full amount of the
Purchase Price. A copy of the Shareholders' Agreement, as amended, will be
delivered to the Optionee promptly after receipt of notice.
(b) ISSUANCE OF SHARES. After receiving a proper notice of exercise and
accompanying documentation, the Company shall cause to be issued a certificate
or certificates for the Shares as to which this Option has been exercised,
registered in the name of the person exercising this Option (or in the names of
such person and his or her spouse as community property or as joint tenants with
right of survivorship). The certificate or certificates will be held by the
Secretary of the Company pursuant to the terms of the Escrow Agreement signed as
part of the Shareholders' Agreement.

-3-
<PAGE>

(i) The expiration date determined pursuant to
Subsection (a) above;

(iii) The time when the Optionee is notified (orally or
in writing) that he or she is being discharged for
cause; or

(iv) The date six months after the termination of the
Optionee's service as an Employee because the
Optionee is permanently and totally disabled
within the meaning of Section 22(e)(3) of the
Code.
The Optionee may exercise all or part of this Option at any time before its
expiration under the preceding sentence. The balance of this Option shall lapse
when the Optionee's Service terminates. In the event that the Optionee dies
after the termination of Service but before the expiration of this Option, all
or part of this Option may be exercised (prior to expiration) by the executors
or adminstrators of the Optionee's estate or by any person who has acquired this
Option directly from the Optionee by bequest or inheritance.

-4-
<PAGE>

(c) DEATH OF OPTIONEE. If the Optionee dies in Service, then this Option
shall expire on the earlier of the following dates:

(i) The expiration date determined pursuant to Subsection
(a) above; or

(ii) The date six months after the Optionee's death.

-5-
<PAGE>

Anniversary Percentage of Shares
of Date of No Longer Subject
Grant to Repurchase
------------ -------------------

The termination and phase-out of the Company's special repurchase right will
have no effect on any rights the Company may have (as to repurchase or
otherwise) under the Shareholders' Agreement, which will continue in full force
and effect.
The foregoing notwithstanding, the Company's special right of repurchase
shall terminate with respect to all Shares subject to this Option immediately
prior to the closing or occurance of any of the following transactions or
events:

(i) A merger or other reorganization (within the
meaning of Section 181 of the California
Corporations Code) in which the Company is not the
surviving entity;

(ii) The transfer of more than 50% of the Company's
voting power to one person or to a group of
affiliated persons, whether in one transaction or
in a series of related transactions;

-6-
<PAGE>

(iii) The sale of all or substantially all of the
Company's assets;

(iv) The Optionee's death; or

(v) The Optionee is permanently and totally disabled
(within the meaning of Section 22(e)(3) of the
Code).

-7-
<PAGE>

SECTION 10. LEGALITY OF INITIAL ISSUANCE.
No Shares shall be issued upon the exercise of this Option unless and until
the Company has determined that:

(a) It and the Optionee have taken any actions required to
register the Shares under the Securities Act or to perfect
an exemption from the registration requirements thereof;

(b) Any applicable listing requirement of any stock
exchange on which Stock is listed has been satisfied; and

-8-
<PAGE>

-9-
<PAGE>

SECTION 13. SHARES AND ADJUSTMENTS.
(a) ADJUSTMENT. In the event that the outstanding Shares are hereafter
increased or decreased or changed into or exchanged for a different number or
kind of shares or other securities of the Company or of another corporation, by
reason of a reorganization, merger, consolidation, recapitalization,
reclassification, stock split, reverse stock split, combination of shares or
declaration of stock dividends, the total number and/or kind of Shares for the
purchase of which Options may be granted under the Plan, and the number and/or
kind of Shares as to which Options (or portions thereof) are outstanding, shall
be adjusted proportionately by the Committee. Notwithstanding the foregoing,
the 100-share minimum for partial exercise under Section 4(a) hereof shall not
change as a result of any such adjustment unless the outstanding Shares are
exchanged for or changed into other securities of the Company or another
corporation. Any such adjustment of an outstanding Option shall be made without
a change in the total Exercise Price applicable to the unexercised portion of
such Option and with a corresponding adjustment in the Exercise Price per Share.
Any such adjustment under this Section 13 shall be subject to the provisions of
the Company's Articles of Incorporation, as amended, and applicable law.
(b) ADMINISTRATION. All such adjustments shall be made by the Committee,
whose determination shall be conclusive and binding on all persons.

-10-
<PAGE>

HAMBRECHT & QUIST GROUP

By: ____________________________________
Its: _______________________________

One Bush Street
San Francisco, California 94104

OPTIONEE:

/s/ William E. Mayer
__________________________________________
William E. Mayer

Optionee's Address:

172 Long Neck Point
__________________________________________
Darien CT. 06820
__________________________________________

__________________________________________

-11-
<PAGE>

HAMBRECHT & QUIST GROUP
1985 STOCK OPTION PLAN
NONSTATUTORY STOCK OPTION AGREEMENT

THIS AGREEMENT, entered into as of JUNE 30, 1994, between Hambrecht & Quist
Group, a California corporation (the "Company"), and WILLIAM E. MAYER (the
"Optionee"),

W I T N E S S E T H:

WHEREAS, the Committee has determined that it would be in the best
interests of the Company and its shareholders to grant the nonstatutory stock
option described in this Agreement to the Optionee as an inducement to enter
into or remain in the service of the Company as an outside Director and as an
incentive for extraordinary efforts during such service:
NOW, THEREFORE, it is agreed as follows:

SECTION 1. DEFINITIONS.
(a) "AGREEMENT" shall mean this Nonstatutory Stock Option Agreement.
(b) "BOARD" shall mean the Board of Directors of the Company, as
constituted from time to time.
(c) "CODE" shall mean the Internal Revenue Code of 1954, as amended.
(d) "DATE OF GRANT" shall mean the date on which the Committee resolved to
grant this Option, which is the date as of which this Agreement is entered into.
(e) "EXERCISE PRICE" shall mean the amount for which one Share may be
purchased upon exercise of this option, as specified in Section 2(a) hereof.
(f) "INCENTIVE STOCK OPTION" shall mean an employee incentive stock option
as described in Section 422A(b) of the Code.
(g) "OPTION" shall mean the nonstatutory stock option granted under this
Agreement.
(h) "PARTIAL EXERCISE" shall mean an exercise with respect to less than
all of the remaining Shares subject to this Option.
(i) "PURCHASE PRICE" shall mean the Exercise Price multiplied by the
number of Shares with respect to which this Option is being exercised.
(j) "RESTRICTED SHARES" shall mean a Share which is subject to the
Company's right of repurchase under Section 8 hereof.
(k) "RIGHT OF FIRST REFUSAL" shall mean the Company's right of first
refusal described in Section 9 hereof.
(l) "SECURITIES ACT" shall mean the Securities Act of 1933, as amended.
(m) "SERVICE" shall mean service as an Employee or as a director of the
Company or a Subsidiary.

<PAGE>

-2-
<PAGE>

SECTION 5. EXERCISE PROCEDURES.
(a) NOTICE OF EXERCISE. The Optionee or the Optionee's representative may
exercise this Option by giving written notice to the Secretary of the Company
pursuant to Section 14(d) hereof. The notice shall specify the election to
exercise this Option and the number of Shares for which it is being exercised.
The notice may also request a form of payment other than cash under Sections 6
(b) or (c) hereof. The notice, along with a signature page to the Shareholders'
Agreement and any other documentation required thereunder, shall be signed by
the person or persons exercising this Option. In the event that this Option is
being exercised by the representative of the Optionee, the notice shall be
accompanied by proof satisfactory to the Company of the representative's right
to exercise this Option. The Optionee or the Optionee's representative shall
deliver to the Secretary of the Company, at the time of giving the notice,
payment in a form which conforms to Section 6 hereof for the full amount of the
Purchase Price. A copy of the Shareholders' Agreement, as amended, will be
delivered to the Optionee promptly after receipt of notice.
(b) ISSUANCE OF SHARES. After receiving a proper notice of exercise and
accompanying documentation, the Company shall cause to be issued a certificate
or certificates for the Shares as to which this Option has been exercised,
registered in the name of the person exercising this Option (or in the names of
such person and his or her spouse as community property or as joint tenants with
right of survivorship). The certificate or certificates will be held by the
Secretary of the Company pursuant to the terms of the Escrow Agreement signed as
part of the Shareholders' Agreement.

-3-
<PAGE>

(i) The expiration date determined pursuant to
Subsection (a) above;

(iii) The time when the Optionee is notified (orally or
in writing) that he or she is being discharged for
cause; or

(iv) The date six months after the termination of the
Optionee's service as an Employee because the
Optionee is permanently and totally disabled
within the meaning of Section 22(e)(3) of the
Code.

-4-
<PAGE>

(c) DEATH OF OPTIONEE. If the Optionee dies in Service, then this Option
shall expire on the earlier of the following dates:

(i) The expiration date determined pursuant to Subsection
(a) above; or

(ii) The date six months after the Optionee's death.

-5-
<PAGE>

Anniversary Percentage of Shares
of Date of No Longer Subject
Grant to Repurchase
------------ -------------------

The termination and phase-out of the Company's special repurchase right will
have no effect on any rights the Company may have (as to repurchase or
otherwise) under the Shareholders' Agreement, which will continue in full force
and effect.
The foregoing notwithstanding, the Company's special right of repurchase
shall terminate with respect to all Shares subject to this Option immediately
prior to the closing or occurance of any of the following transactions or
events:

(i) A merger or other reorganization (within the
meaning of Section 181 of the California
Corporations Code) in which the Company is not the
surviving entity;

-6-
<PAGE>

(iv) The Optionee's death; or

-7-
<PAGE>

(h) LEGEND. All certificates representing Restricted Shares shall be
endorsed with the following legend:

SECTION 10. LEGALITY OF INITIAL ISSUANCE.
No Shares shall be issued upon the exercise of this Option unless and until
the Company has determined that:

(a) It and the Optionee have taken any actions required to
register the Shares under the Securities Act or to
perfect an exemption from the registration requirements
thereof;

(b) Any applicable listing requirement of any stock
exchange on which Stock is listed has been satisfied;
and

-8-
<PAGE>

-9-
<PAGE>

SECTION 13. SHARES AND ADJUSTMENTS.
(a) ADJUSTMENT. In the event that the outstanding Shares are hereafter
increased or decreased or changed into or exchanged for a different number or
kind of shares or other securities of the Company or of another corporation, by
reason of a reorganization, merger, consolidation, recapitalization,
reclassification, stock split, reverse stock split, combination of shares or
declaration of stock dividends, the total number and/or kind of Shares for the
purchase of which Options may be granted under the Plan, and the number and/or
kind of Shares as to which Options (or portions thereof) are outstanding, shall
be adjusted proportionately by the Committee. Notwithstanding the foregoing,
the 100-share minimum for partial exercise under Section 4(a) hereof shall not
change as a result of any such adjustment unless the outstanding Shares are
exchanged for or changed into other securities of the Company or another
corporation. Any such adjustment of an outstanding Option shall be made without
a change in the total Exercise Price applicable to the unexercised portion of
such Option and with a corresponding adjustment in the Exercise Price per Share.
Any such adjustment under this Section 13 shall be subject to the provisions of
the Company's Articles of Incorporation, as amended, and applicable law.
(b) ADMINISTRATION. All such adjustments shall be made by the Committee,
whose determination shall be conclusive and binding on all persons.

-10-
<PAGE>

HAMBRECHT & QUIST GROUP

By: ____________________________________
Its: _______________________________

One Bush Street
San Francisco, California 94104

OPTIONEE:

/s/ William E. Mayer
__________________________________________
William E. Mayer

Optionee's Address:

172 Long Neck Point
__________________________________________
Darien CT. 06820
__________________________________________

__________________________________________

-11-
<PAGE>

HAMBRECHT & QUIST GROUP
1985 STOCK OPTION PLAN
NONSTATUTORY STOCK OPTION AGREEMENT

THIS AGREEMENT, entered into as of SEPTEMBER 1, 1995, between Hambrecht &
Quist Group, a California corporation (the "Company"), and DAVID M.
MCAULIFFE(the "Optionee"),

W I T N E S S E T H:

WHEREAS, the Company's Board of Directors has established the Hambrecht &
Quist Group 1985 Stock Option Plan in order to provide the employees and
directors of the Company and its Subsidiaries with an opportunity to acquire
Common Stock of the Company; and
WHEREAS, the Committee has determined that it would be in the best
interests of the Company and its shareholders to grant the nonstatutory stock
option described in this Agreement to the Optionee as an inducement to enter
into or remain in the service of the Company and as an incentive for
extraordinary efforts during such service:
NOW, THEREFORE, it is agreed as follows:

<PAGE>

SECTION 2. GRANT OF OPTION.
(a) OPTION. On the terms and conditions stated below, the Company hereby
grants to the Optionee the Option to purchase FIFTEEN THOUSAND (15,000) Shares
for the sum of THREE HUNDRED TWENTY FOUR THOUSAND ($21.60 per Share), which is
agreed to be 100% of the fair market value thereof on the Date of Grant.
(b) STOCK OPTION PLAN. This Option is granted pursuant to the Plan, a
copy of which the Optionee acknowledges having received and read.
(c) TAX TREATMENT. This Option is a nonstatutory stock option and is not
intended to qualify as an Incentive Stock Option.

-2-
<PAGE>

-3-
<PAGE>

SECTION 7. TERM AND EXPIRATION.
(a) BASIC TERM. This Option shall in any event expire on AUGUST 31, 2002.
(b) TERMINATION OF SERVICE (EXCEPT BY DEATH). If the Optionee's Service
terminates for any reason other than death, then this Option shall expire on the
earliest of the following occasions:

(i) The expiration date determined pursuant to Subsection
(a) above;

-4-
<PAGE>

(iii) The time when the Optionee is notified (orally or
in writing) that he or she is being discharged for
cause; or

(iv) The date six months after the termination of the
Optionee's service as an Employee because the
Optionee is permanently and totally disabled
within the meaning of Section 22(e)(3) of the
Code.

(i) The expiration date determined pursuant to Subsection
(a) above; or

(ii) The date six months after the Optionee's death.

-5-
<PAGE>

Anniversary Percentage of Shares
of Date of No Longer Subject
Grant to Repurchase
------------ -------------------

Date of Grant . . . . . . . . . . . . . . . . . . 20%
First . . . . . . . . . . . . . . . . . . . . . . 40%
Second. . . . . . . . . . . . . . . . . . . . . . 60%
Third . . . . . . . . . . . . . . . . . . . . . . 80%

-6-
<PAGE>

Fourth. . . . . . . . . . . . . . . . . . . . . . 100%

The termination and phase-out of the Company's special repurchase right will
have no effect on any rights the Company may have (as to repurchase or
otherwise) under the Shareholders' Agreement, which will continue in full force
and effect.
The foregoing notwithstanding, the Company's special right of repurchase
shall terminate with respect to all Shares subject to this Option immediately
prior to the closing or occurance of any of the following transactions or
events:

(i) A merger or other reorganization (within the
meaning of Section 181 of the California
Corporations Code) in which the Company is not the
surviving entity;

(ii) The transfer of more than 50% of the Company's
voting power to one person or to a group of
affiliated persons, whether in one transaction or
in a series of related transactions;

(iii) The sale of all or substantially all of the
Company's assets;

(iv) The Optionee's death; or

(v) The Optionee is permanently and totally disabled
(within the meaning of Section 22(e)(3) of the
Code).

-7-
<PAGE>

-8-
<PAGE>

SECTION 10. LEGALITY OF INITIAL ISSUANCE.
No Shares shall be issued upon the exercise of this Option unless and until
the Company has determined that:

(a) It and the Optionee have taken any actions required to
register the Shares under the Securities Act or to
perfect an exemption from the registration requirements
thereof;

(b) Any applicable listing requirement of any stock
exchange on which Stock is listed has been satisfied;
and

-9-
<PAGE>

SECTION 13. SHARES AND ADJUSTMENTS.
(a) ADJUSTMENT. In the event that the outstanding Shares are hereafter
increased or decreased or changed into or exchanged for a different number or
kind of shares or other securities of the Company or of another corporation, by
reason of a reorganization, merger, consolidation, recapitalization,
reclassification, stock split, reverse stock split, combination of shares or
declaration of stock dividends, the total number and/or kind of Shares for the
purchase of which Options may be granted under the Plan, and the number and/or
kind of Shares as to which Options (or portions thereof) are outstanding, shall
be adjusted proportionately by the Committee. Notwithstanding the foregoing,
the 100-share minimum for partial exercise under Section 4(a) hereof shall not
change as a result of any such adjustment unless the outstanding Shares are
exchanged for or changed into other securities of the Company or another
corporation. Any such adjustment of an outstanding Option shall be made without
a change in the total Exercise Price applicable to the unexercised portion of
such Option and with a corresponding adjustment in the Exercise Price per Share.
Any such adjustment under this Section 13 shall be subject to the provisions of
the Company's Articles of Incorporation, as amended, and applicable law.
(b) ADMINISTRATION. All such adjustments shall be made by the Committee,
whose determination shall be conclusive and binding on all persons.

SECTION 14. MISCELLANEOUS PROVISIONS.

-10-
<PAGE>

-11-
<PAGE>

HAMBRECHT & QUIST GROUP

By: ____________________________________
Its: _______________________________

One Bush Street
San Francisco, California 94104

OPTIONEE:

__________________________________________

Optionee's Address:

__________________________________________

-12-
<PAGE>

HAMBRECHT & QUIST GROUP
1985 STOCK OPTION PLAN
NONSTATUTORY STOCK OPTION AGREEMENT

THIS AGREEMENT, entered into as of September 15, 1992, between Hambrecht &
Quist Group, a California corporation (the "Company"), and Edmund H. Shea, Jr.
(the "Optionee"),
W I T N E S S E T H:

WHEREAS, the Committee has determined that it would be in the best
interests of the Company and its shareholders to grant the nonstatutory stock
option described in this Agreement to the Optionee as an inducement to enter
into or remain in the service of the Company as an outside Director and as an
incentive for extraordinary efforts during such service:
NOW, THEREFORE, it is agreed as follows:

SECTION 1. DEFINITIONS.
(a) "AGREEMENT" shall mean this Nonstatutory Stock Option Agreement.
(b) "BOARD" shall mean the Board of Directors of the Company, as
constituted from time to time.
(c) "CODE" shall mean the Internal Revenue Code of 1954, as amended.
(d) "DATE OF GRANT" shall mean the date on which the Committee resolved to
grant this Option, which is the date as of which this Agreement is entered into.
(e) "EXERCISE PRICE" shall mean the amount for which one Share may be
purchased upon exercise of this option, as specified in Section 2(a) hereof.
(f) "INCENTIVE STOCK OPTION" shall mean an employee incentive stock option
as described in Section 422A(b) of the Code.
(g) "OPTION" shall mean the nonstatutory stock option granted under this
Agreement.
(h) "PARTIAL EXERCISE" shall mean an exercise with respect to less than
all of the remaining Shares subject to this Option.
(i) "PURCHASE PRICE" shall mean the Exercise Price multiplied by the
number of Shares with respect to which this Option is being exercised.
(j) "RESTRICTED SHARES" shall mean a Share which is subject to the
Company's right of repurchase under Section 8 hereof.
(k) "RIGHT OF FIRST REFUSAL" shall mean the Company's right of first
refusal described in Section 9 hereof.
(l) "SECURITIES ACT" shall mean the Securities Act of 1933, as amended.
(m) "SERVICE" shall mean service as an Employee or as a director of the
Company or a Subsidiary.

<PAGE>

SECTION 2. GRANT OF OPTION.
(a) OPTION. On the terms and conditions stated below, the Company hereby
grants to the Optionee the Option to purchase TWO THOUSAND (2,000) Shares for
the sum of SIXTEEN THOUSAND EIGHT HUNDRED TWENTY DOLLARS ($8.41 per Share),
which is agreed to be 100% of the fair market value thereof on the Date of
Grant.

-2-
<PAGE>

SECTION 5. EXERCISE PROCEDURES.
(a) NOTICE OF EXERCISE. The Optionee or the Optionee's representative may
exercise this Option by giving written notice to the Secretary of the Company
pursuant to Section 14(d) hereof. The notice shall specify the election to
exercise this Option and the number of Shares for which it is being exercised.
The notice may also request a form of payment other than cash under Sections 6
(b) or (c) hereof. The notice, along with a signature page to the Shareholders'
Agreement and any other documentation required thereunder, shall be signed by
the person or persons exercising this Option. In the event that this Option is
being exercised by the representative of the Optionee, the notice shall be
accompanied by proof satisfactory to the Company of the representative's right
to exercise this Option. The Optionee or the Optionee's representative shall
deliver to the Secretary of the Company, at the time of giving the notice,
payment in a form which conforms to Section 6 hereof for the full amount of the
Purchase Price. A copy of the Shareholders' Agreement, as amended, will be
delivered to the Optionee promptly after receipt of notice.
(b) ISSUANCE OF SHARES. After receiving a proper notice of exercise and
accompanying documentation, the Company shall cause to be issued a certificate
or certificates for the Shares as to which this Option has been exercised,
registered in the name of the person exercising this Option (or in the names of
such person and his or her spouse as community property or as joint tenants with
right of survivorship). The certificate or certificates will be held by the
Secretary of the Company pursuant to the terms of the Escrow Agreement signed as
part of the Shareholders' Agreement.

-3-
<PAGE>

(i) The expiration date determined pursuant to
Subsection (a) above;

(iii) The time when the Optionee is notified (orally or
in writing) that he or she is being discharged for
cause; or

(iv) The date six months after the termination of the
Optionee's service as an Employee because the
Optionee is permanently and totally disabled
within the meaning of Section 22(e)(3) of the
Code.

-4-
<PAGE>

(c) DEATH OF OPTIONEE. If the Optionee dies in Service, then this Option
shall expire on the earlier of the following dates:

(i) The expiration date determined pursuant to Subsection
(a) above; or

(ii) The date six months after the Optionee's death.

-5-
<PAGE>

Anniversary Percentage of Shares
of Date of No Longer Subject
Grant to Repurchase
------------ -------------------

The termination and phase-out of the Company's special repurchase right will
have no effect on any rights the Company may have (as to repurchase or
otherwise) under the Shareholders' Agreement, which will continue in full force
and effect.
The foregoing notwithstanding, the Company's special right of repurchase
shall terminate with respect to all Shares subject to this Option immediately
prior to the closing or occurance of any of the following transactions or
events:

(i) A merger or other reorganization (within the
meaning of Section 181 of the California
Corporations Code) in which the Company is not the
surviving entity;

(ii) The transfer of more than 50% of the Company's
voting power to one person or to a group of
affiliated persons, whether in one transaction or
in a series of related transactions;

-6-
<PAGE>

(iii) The sale of all or substantially all of the
Company's assets;

(iv) The Optionee's death; or

(v) The Optionee is permanently and totally disabled
(within the meaning of Section 22(e)(3) of the
Code).

-7-
<PAGE>

SECTION 10. LEGALITY OF INITIAL ISSUANCE.
No Shares shall be issued upon the exercise of this Option unless and until
the Company has determined that:

(a) It and the Optionee have taken any actions required to
register the Shares under the Securities Act or to
perfect an exemption from the registration requirements
thereof;

(b) Any applicable listing requirement of any stock
exchange on which Stock is listed has been satisfied;
and

-8-
<PAGE>

-9-
<PAGE>

SECTION 13. SHARES AND ADJUSTMENTS.
(a) ADJUSTMENT. In the event that the outstanding Shares are hereafter
increased or decreased or changed into or exchanged for a different number or
kind of shares or other securities of the Company or of another corporation, by
reason of a reorganization, merger, consolidation, recapitalization,
reclassification, stock split, reverse stock split, combination of shares or
declaration of stock dividends, the total number and/or kind of Shares for the
purchase of which Options may be granted under the Plan, and the number and/or
kind of Shares as to which Options (or portions thereof) are outstanding, shall
be adjusted proportionately by the Committee. Notwithstanding the foregoing,
the 100-share minimum for partial exercise under Section 4(a) hereof shall not
change as a result of any such adjustment unless the outstanding Shares are
exchanged for or changed into other securities of the Company or another
corporation. Any such adjustment of an outstanding Option shall be made without
a change in the total Exercise Price applicable to the unexercised portion of
such Option and with a corresponding adjustment in the Exercise Price per Share.
Any such adjustment under this Section 13 shall be subject to the provisions of
the Company's Articles of Incorporation, as amended, and applicable law.
(b) ADMINISTRATION. All such adjustments shall be made by the Committee,
whose determination shall be conclusive and binding on all persons.

-10-
<PAGE>

HAMBRECHT & QUIST GROUP

By: ____________________________________
Its: _______________________________

One Bush Street
San Francisco, California 94104

OPTIONEE: Edmund H. Shea, Jr.

/s/ Edmund H. Shea, Jr.
__________________________________________

Optionee's Address:

655 Brea Canyon Road
__________________________________________
Walnut
__________________________________________
California 91789
__________________________________________

-11-
<PAGE>

HAMBRECHT & QUIST GROUP
1985 STOCK OPTION PLAN
NONSTATUTORY STOCK OPTION AGREEMENT

THIS AGREEMENT, entered into as of June 30, 1994, between Hambrecht & Quist
Group, a California corporation (the "Company"), and Edmund H. Shea (the
"Optionee"),

W I T N E S S E T H:

WHEREAS, the Committee has determined that it would be in the best
interests of the Company and its shareholders to grant the nonstatutory stock
option described in this Agreement to the Optionee as an inducement to enter
into or remain in the service of the Company as an outside Director and as an
incentive for extraordinary efforts during such service:
NOW, THEREFORE, it is agreed as follows:

SECTION 1. DEFINITIONS.
(a) "AGREEMENT" shall mean this Nonstatutory Stock Option Agreement.
(b) "BOARD" shall mean the Board of Directors of the Company, as
constituted from time to time.
(c) "CODE" shall mean the Internal Revenue Code of 1954, as amended.
(d) "DATE OF GRANT" shall mean the date on which the Committee resolved to
grant this Option, which is the date as of which this Agreement is entered into.
(e) "EXERCISE PRICE" shall mean the amount for which one Share may be
purchased upon exercise of this option, as specified in Section 2(a) hereof.
(f) "INCENTIVE STOCK OPTION" shall mean an employee incentive stock option
as described in Section 422A(b) of the Code.
(g) "OPTION" shall mean the nonstatutory stock option granted under this
Agreement.
(h) "PARTIAL EXERCISE" shall mean an exercise with respect to less than
all of the remaining Shares subject to this Option.
(i) "PURCHASE PRICE" shall mean the Exercise Price multiplied by the
number of Shares with respect to which this Option is being exercised.
(j) "RESTRICTED SHARES" shall mean a Share which is subject to the
Company's right of repurchase under Section 8 hereof.
(k) "RIGHT OF FIRST REFUSAL" shall mean the Company's right of first
refusal described in Section 9 hereof.
(l) "SECURITIES ACT" shall mean the Securities Act of 1933, as amended.
(m) "SERVICE" shall mean service as an Employee or as a director of the
Company or a Subsidiary.

<PAGE>

SECTION 2. GRANT OF OPTION.
(a) OPTION. On the terms and conditions stated below, the Company hereby
grants to the Optionee the Option to purchase two thousand (2,000) Shares for
the sum of Thirty Six Thousand Two Hundred Dollars ($18.10 per Share), which is
agreed to be 100% of the fair market value thereof on the Date of Grant.

-2-
<PAGE>

SECTION 5. EXERCISE PROCEDURES.
(a) NOTICE OF EXERCISE. The Optionee or the Optionee's representative may
exercise this Option by giving written notice to the Secretary of the Company
pursuant to Section 14(d) hereof. The notice shall specify the election to
exercise this Option and the number of Shares for which it is being exercised.
The notice may also request a form of payment other than cash under Sections 6
(b) or (c) hereof. The notice, along with a signature page to the Shareholders'
Agreement and any other documentation required thereunder, shall be signed by
the person or persons exercising this Option. In the event that this Option is
being exercised by the representative of the Optionee, the notice shall be
accompanied by proof satisfactory to the Company of the representative's right
to exercise this Option. The Optionee or the Optionee's representative shall
deliver to the Secretary of the Company, at the time of giving the notice,
payment in a form which conforms to Section 6 hereof for the full amount of the
Purchase Price. A copy of the Shareholders' Agreement, as amended, will be
delivered to the Optionee promptly after receipt of notice.
(b) ISSUANCE OF SHARES. After receiving a proper notice of exercise and
accompanying documentation, the Company shall cause to be issued a certificate
or certificates for the Shares as to which this Option has been exercised,
registered in the name of the person exercising this Option (or in the names of
such person and his or her spouse as community property or as joint tenants with
right of survivorship). The certificate or certificates will be held by the
Secretary of the Company pursuant to the terms of the Escrow Agreement signed as
part of the Shareholders' Agreement.

-3-
<PAGE>

SECTION 7. TERM AND EXPIRATION.
(a) BASIC TERM. This Option shall in any event expire on June 29, 2001.
(b) TERMINATION OF SERVICE (EXCEPT BY DEATH). If the Optionee's Service
terminates for any reason other than death, then this Option shall expire on the
earliest of the following occasions:

(i) The expiration date determined pursuant to
Subsection (a) above;

(iii) The time when the Optionee is notified (orally or
in writing) that he or she is being discharged for
cause; or

(iv) The date six months after the termination of the
Optionee's service as an Employee because the
Optionee is permanently and totally disabled
within the meaning of Section 22(e)(3) of the
Code.

-4-
<PAGE>

(c) DEATH OF OPTIONEE. If the Optionee dies in Service, then this Option
shall expire on the earlier of the following dates:

(i) The expiration date determined pursuant to Subsection
(a) above; or

(ii) The date six months after the Optionee's death.

-5-
<PAGE>

Anniversary Percentage of Shares
of Date of No Longer Subject
Grant to Repurchase
------------ -------------------

The termination and phase-out of the Company's special repurchase right will
have no effect on any rights the Company may have (as to repurchase or
otherwise) under the Shareholders' Agreement, which will continue in full force
and effect.
The foregoing notwithstanding, the Company's special right of repurchase
shall terminate with respect to all Shares subject to this Option immediately
prior to the closing or occurance of any of the following transactions or
events:

(i) A merger or other reorganization (within the
meaning of Section 181 of the California
Corporations Code) in which the Company is not the
surviving entity;

(ii) The transfer of more than 50% of the Company's
voting power to one person or to a group of
affiliated persons, whether in one transaction or
in a series of related transactions;

(iii) The sale of all or substantially all of the
Company's assets;

-6-
<PAGE>

(iv) The Optionee's death; or

(v) The Optionee is permanently and totally disabled
(within the meaning of Section 22(e)(3) of the
Code).

-7-
<PAGE>

(h) LEGEND. All certificates representing Restricted Shares shall be
endorsed with the following legend:

SECTION 10. LEGALITY OF INITIAL ISSUANCE.
No Shares shall be issued upon the exercise of this Option unless and until
the Company has determined that:

(a) It and the Optionee have taken any actions required to
register the Shares under the Securities Act or to
perfect an exemption from the registration requirements
thereof;

(b) Any applicable listing requirement of any stock
exchange on which Stock is listed has been satisfied;
and

-8-
<PAGE>

-9-
<PAGE>

SECTION 13. SHARES AND ADJUSTMENTS.
(a) ADJUSTMENT. In the event that the outstanding Shares are hereafter
increased or decreased or changed into or exchanged for a different number or
kind of shares or other securities of the Company or of another corporation, by
reason of a reorganization, merger, consolidation, recapitalization,
reclassification, stock split, reverse stock split, combination of shares or
declaration of stock dividends, the total number and/or kind of Shares for the
purchase of which Options may be granted under the Plan, and the number and/or
kind of Shares as to which Options (or portions thereof) are outstanding, shall
be adjusted proportionately by the Committee. Notwithstanding the foregoing,
the 100-share minimum for partial exercise under Section 4(a) hereof shall not
change as a result of any such adjustment unless the outstanding Shares are
exchanged for or changed into other securities of the Company or another
corporation. Any such adjustment of an outstanding Option shall be made without
a change in the total Exercise Price applicable to the unexercised portion of
such Option and with a corresponding adjustment in the Exercise Price per Share.
Any such adjustment under this Section 13 shall be subject to the provisions of
the Company's Articles of Incorporation, as amended, and applicable law.
(b) ADMINISTRATION. All such adjustments shall be made by the Committee,
whose determination shall be conclusive and binding on all persons.

-10-
<PAGE>

HAMBRECHT & QUIST GROUP

By: ____________________________________
Its: _______________________________

One Bush Street
San Francisco, California 94104

OPTIONEE:

/s/ Edmund H. Shea, Jr.
__________________________________________

Optionee's Address:

__________________________________________
655 Brea Canyon Road
__________________________________________
Walnut, Calif. 91789
__________________________________________

-11-
<PAGE>

HAMBRECHT & QUIST GROUP
1985 STOCK OPTION PLAN
NONSTATUTORY STOCK OPTION AGREEMENT

THIS AGREEMENT, entered into as of OCTOBER 1, 1994, between Hambrecht &
Quist Group, a California corporation (the "Company"), and LAWRENCE J. STUPSKI
(the "Optionee"),

W I T N E S S E T H:

WHEREAS, the Committee has determined that it would be in the best
interests of the Company and its shareholders to grant the nonstatutory stock
option described in this Agreement to the Optionee as an inducement to enter
into or remain in the service of the Company as an outside Director and as an
incentive for extraordinary efforts during such service:
NOW, THEREFORE, it is agreed as follows:

SECTION 1. DEFINITIONS.
(a) "AGREEMENT" shall mean this Nonstatutory Stock Option Agreement.
(b) "BOARD" shall mean the Board of Directors of the Company, as
constituted from time to time.
(c) "CODE" shall mean the Internal Revenue Code of 1954, as amended.
(d) "DATE OF GRANT" shall mean the date on which the Committee resolved to
grant this Option, which is the date as of which this Agreement is entered into.
(e) "EXERCISE PRICE" shall mean the amount for which one Share may be
purchased upon exercise of this option, as specified in Section 2(a) hereof.
(f) "INCENTIVE STOCK OPTION" shall mean an employee incentive stock option
as described in Section 422A(b) of the Code.
(g) "OPTION" shall mean the nonstatutory stock option granted under this
Agreement.
(h) "PARTIAL EXERCISE" shall mean an exercise with respect to less than
all of the remaining Shares subject to this Option.
(i) "PURCHASE PRICE" shall mean the Exercise Price multiplied by the
number of Shares with respect to which this Option is being exercised.
(j) "RESTRICTED SHARES" shall mean a Share which is subject to the
Company's right of repurchase under Section 8 hereof.
(k) "RIGHT OF FIRST REFUSAL" shall mean the Company's right of first
refusal described in Section 9 hereof.
(l) "SECURITIES ACT" shall mean the Securities Act of 1933, as amended.
(m) "SERVICE" shall mean service as an Employee or as a director of the
Company or a Subsidiary.

<PAGE>

-2-
<PAGE>

SECTION 5. EXERCISE PROCEDURES.
(a) NOTICE OF EXERCISE. The Optionee or the Optionee's representative may
exercise this Option by giving written notice to the Secretary of the Company
pursuant to Section 14(d) hereof. The notice shall specify the election to
exercise this Option and the number of Shares for which it is being exercised.
The notice may also request a form of payment other than cash under Sections 6
(b) or (c) hereof. The notice, along with a signature page to the Shareholders'
Agreement and any other documentation required thereunder, shall be signed by
the person or persons exercising this Option. In the event that this Option is
being exercised by the representative of the Optionee, the notice shall be
accompanied by proof satisfactory to the Company of the representative's right
to exercise this Option. The Optionee or the Optionee's representative shall
deliver to the Secretary of the Company, at the time of giving the notice,
payment in a form which conforms to Section 6 hereof for the full amount of the
Purchase Price. A copy of the Shareholders' Agreement, as amended, will be
delivered to the Optionee promptly after receipt of notice.
(b) ISSUANCE OF SHARES. After receiving a proper notice of exercise and
accompanying documentation, the Company shall cause to be issued a certificate
or certificates for the Shares as to which this Option has been exercised,
registered in the name of the person exercising this Option (or in the names of
such person and his or her spouse as community property or as joint tenants with
right of survivorship). The certificate or certificates will be held by the
Secretary of the Company pursuant to the terms of the Escrow Agreement signed as
part of the Shareholders' Agreement.

-3-
<PAGE>

(i) The expiration date determined pursuant to
Subsection (a) above;

(iii) The time when the Optionee is notified (orally or
in writing) that he or she is being discharged for
cause; or

(iv) The date six months after the termination of the
Optionee's service as an Employee because the
Optionee is permanently and totally disabled
within the meaning of Section 22(e)(3) of the
Code.

-4-
<PAGE>

(c) DEATH OF OPTIONEE. If the Optionee dies in Service, then this Option
shall expire on the earlier of the following dates:

(i) The expiration date determined pursuant to Subsection
(a) above; or

(ii) The date six months after the Optionee's death.

-5-
<PAGE>

Anniversary Percentage of Shares
of Date of No Longer Subject
Grant to Repurchase
------------ -------------------

The termination and phase-out of the Company's special repurchase right will
have no effect on any rights the Company may have (as to repurchase or
otherwise) under the Shareholders' Agreement, which will continue in full force
and effect.
The foregoing notwithstanding, the Company's special right of repurchase
shall terminate with respect to all Shares subject to this Option immediately
prior to the closing or occurance of any of the following transactions or
events:

(i) A merger or other reorganization (within the
meaning of Section 181 of the California
Corporations Code) in which the Company is not the
surviving entity;

-6-
<PAGE>

(iv) The Optionee's death; or

(v) The Optionee is permanently and totally disabled
(within the meaning of Section 22(e)(3) of the
Code).

-7-
<PAGE>

(h) LEGEND. All certificates representing Restricted Shares shall be
endorsed with the following legend:

SECTION 10. LEGALITY OF INITIAL ISSUANCE.
No Shares shall be issued upon the exercise of this Option unless and until
the Company has determined that:

(a) It and the Optionee have taken any actions required to
register the Shares under the Securities Act or to
perfect an exemption from the registration requirements
thereof;

(b) Any applicable listing requirement of any stock
exchange on which Stock is listed has been satisfied;
and

-8-
<PAGE>

-9-
<PAGE>

SECTION 13. SHARES AND ADJUSTMENTS.
(a) ADJUSTMENT. In the event that the outstanding Shares are hereafter
increased or decreased or changed into or exchanged for a different number or
kind of shares or other securities of the Company or of another corporation, by
reason of a reorganization, merger, consolidation, recapitalization,
reclassification, stock split, reverse stock split, combination of shares or
declaration of stock dividends, the total number and/or kind of Shares for the
purchase of which Options may be granted under the Plan, and the number and/or
kind of Shares as to which Options (or portions thereof) are outstanding, shall
be adjusted proportionately by the Committee. Notwithstanding the foregoing,
the 100-share minimum for partial exercise under Section 4(a) hereof shall not
change as a result of any such adjustment unless the outstanding Shares are
exchanged for or changed into other securities of the Company or another
corporation. Any such adjustment of an outstanding Option shall be made without
a change in the total Exercise Price applicable to the unexercised portion of
such Option and with a corresponding adjustment in the Exercise Price per Share.
Any such adjustment under this Section 13 shall be subject to the provisions of
the Company's Articles of Incorporation, as amended, and applicable law.
(b) ADMINISTRATION. All such adjustments shall be made by the Committee,
whose determination shall be conclusive and binding on all persons.

-10-
<PAGE>

HAMBRECHT & QUIST GROUP

By: /s/ Raymond J. Minehan
____________________________________
Its: Chief Financial Officer
_______________________________

One Bush Street
San Francisco, California 94104

OPTIONEE:

__________________________________________

Optionee's Address:

7 Via Paraiso East
__________________________________________
Tibernon CA 94920
__________________________________________

__________________________________________

-11-

<PAGE>

EXHIBIT 23.01

Independent Public Accountants' Consent

<PAGE>

EXHIBIT 23.01

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation
by reference in this Registration Statement on Form S-8, pertaining to the
Hambrecht & Quist Group 1996 Equity Plan, 1995 Stock Option Plan, 1985 Stock
Option Plan and Stock Option Agreements with Seven Individuals, of our report
dated January 11, 1996, on the combined financial statements of Hambrecht &
Quist Group and Hambrecht & Quist, L.P., included in the Registration Statement
on Form S-1 (No. 333-6431) filed with the Securities and Exchange Commission.

ARTHUR ANDERSEN LLP

San Francisco, California
October 8, 1996

<PAGE>

EXHIBIT 24.01

Power of Attorney
(See page II-5)