RAVISENT TECHNOLOGIES INC, S-8, 2000-01-11

RAVISENT TECHNOLOGIES INC
S-8, 2000-01-11
PREPACKAGED SOFTWARE

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<PAGE>

As filed with the Securities and Exchange Commission on January 11, 2000
Registration No. 333-___________

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

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
____________________
RAVISENT TECHNOLOGIES INC.
(Exact name of registrant as specified in its charter)

Delaware 23-2763854
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)

One Great Valley Parkway
Malvern, PA 19355
(Address of principal executive offices) (Zip Code)
____________________
RAVISENT TECHNOLOGIES INC.
1999 STOCK INCENTIVE PLAN
1999 EMPLOYEE STOCK PURCHASE PLAN
OPTIONS GRANTED TO CERTAIN
INDIVIDUALS PURSUANT TO WRITTEN
COMPENSATION AGREEMENTS
TEKNEMA, INC. 1996 STOCK PLAN
(Full title of the Plans)
____________________
FRANCIS E. J. WILDE, III
Chief Executive Officer and President
RAVISENT TECHNOLOGIES INC.
One Great Valley Parkway, Malvern, PA 19355
(Name and address of agent for service)
(610) 408-7480
(Telephone number, including area code, of agent for service)

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
===================================================================================================================================
Amount to be Proposed Maximum Proposed Maximum Amount of
Title of Securities to be Registered Registered (1) Offering Price Per Share Aggregate Offering Price Registration Fee
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1999 Stock Incentive Plan
- -------------------------
Common Stock, $0.01 par value 2,701,032 shares $ 39.125 (2) $ 105,677,877.00 (2) $ 27,898.96
- ----------------------------------------------------------------------------------------------------------------------------------
1999 Employee Stock Purchase Plan
- ---------------------------------
Common Stock $0.01 par value 500,000 shares $ 39.125 (2) $ 19,562,500.00 (2) $ 5,164.50
- -----------------------------------------------------------------------------------------------------------------------------------
Options Granted to Certain Individuals
- --------------------------------------
Pursuant to Written Compensation
- --------------------------------
Agreements (5)
- -------------
Common Stock, $0.01 par value 869,260 shares $ 1.38 (3) $ 1,199,578.80 (3) $ 316.69
- -----------------------------------------------------------------------------------------------------------------------------------
Teknema, Inc. 1996 Stock Plan
- -----------------------------
$0.001 par value $537,569 shares $ .53 (4) $ 284,911.57 (4) $ 75.22
===================================================================================================================================
Aggregate Registration Fee: $ 33,455.37
===================================================================================================================================
</TABLE>

(1) This Registration Statement shall also cover any additional shares of Common
Stock which become issuable under the Ravisent Technologies Inc. 1999 Stock
Incentive Plan, 1999 Employee Stock Purchase Plan and the individual options
granted to Messrs. Weintreitt, Herr, Heidrich, Veres, Golde, Straasheijm,
Schaufler, Vohmann, Liu, Russell, Rivers, Garnick and Harris and the
Teknema, Inc. 1996 Stock Option Plan by reason of any stock dividend, stock
split, recapitalization or other similar transaction effected without the
Registrant's receipt of consideration which results in an increase in the
number of the outstanding shares of Registrant's Common Stock.

(2) Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933, as amended, on the basis of the average of the high
and low selling prices per share of Registrant's Common Stock on January
4, 2000, as reported by the Nasdaq National Market.

(3) Calculated solely for the purposes of this offering under Rule 457(h) of the
Securities Act of 1933, as amended, on the basis of the weighted average
exercise price of the options granted to the specific individuals.

(4) Calculated solely for the purposes of this offering under Rule 457(h) of the
Securities Act of 1933, as amended, on the basis of the weighted average
exercise price of the outstanding options.

(5) The following individuals were granted options for the number of shares as
indicated pursuant to Written Compensation Agreements: Messrs. Weintreitt
(50,000 shares), Herr (216,667 shares), Heidrich (216,667 shares), Veres
(33,333 shares), Golde (108,333 shares), Straasheijm (91,667 shares),
Schaufler (16,667 shares), Vohmann (50,000 shares), Liu (12,549 shares),
Russell (5,020 shares), Rivers (6,275 shares), Garnick (18,824 shares) and
Harris (43,258 shares).

<PAGE>

PART II

Information Required in the Registration Statement

Item 3. Incorporation of Documents by Reference
---------------------------------------

Ravisent Technologies Inc. (the "Registrant") hereby incorporates by
reference into this Registration Statement the following documents previously
filed with the Securities and Exchange Commission (the "SEC"):

(a) The Registrant's Prospectus filed with the SEC pursuant to Rule 424(b)
promulgated under the Securities Act of 1933, as amended, filed with
the SEC on July 19, 1999, in connection with the Registrant's
Registration Statement No. 333-77269, in which there is set forth the
audited consolidated financial statements for the Registrant's fiscal
year ended December 31, 1998, 1997 and 1996;

(b) The Registrant's Current Report on Form 8-K filed with the SEC on
November 22, 1999.

(c) The Registrant's Quarterly Report on Form 10-Q for the fiscal quarters
ending on June 30, 1999 and September 30, 1999, filed with the SEC on
August 30, 1999, and November 12, 1999, respectively; and

(d) The Registrant's Registration Statement No. 000-26287 on Form 8-A12G
filed with the SEC on June 7, 1999, together with the amendment
thereto on Form 8-A12G/A filed with the SEC on June 24, 1999, in which
there is described the terms, rights and provisions applicable to the
Registrant's outstanding Common Stock.

All reports and definitive proxy or information statements filed pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended, (the "1934 Act") after the date of this Registration Statement and
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is deemed to
be incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities
-------------------------

Not Applicable.

Item 5. Interests of Named Experts and Counsel
--------------------------------------

Not Applicable.

Item 6. Indemnification of Directors and Officers
-----------------------------------------

Section 145 of the Delaware General Corporation Law ("DGCL") authorizes a
court to award or a corporation's board of directors to grant indemnification to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933,
as amended (the "Securities Act"). Article VII, Section 6 of Registrant's bylaws
provides for mandatory indemnification of its directors and officers and
permissible indemnification of employees and other agents to the maximum extent
permitted by the DGCL. Registrant's certificate of incorporation provides that,
subject to Delaware law, its directors shall not be personally liable for
monetary damages for breach of the directors' fiduciary duty as directors to
Registrant and its stockholders. This provision in the certificate of
incorporation does not eliminate the directors' fiduciary duty, and in
appropriate circumstances equitable remedies such as injunctive or other forms
of non-monetary relief will remain available under Delaware law. In addition,
each director will continue to be subject to liability for breach of the
director's

II-1
<PAGE>

duty of loyalty to Registrant or its stockholders for acts or omissions not in
good faith or involving intentional misconduct, for knowing violations of law,
for actions leading to improper personal benefit to the director, and for
payment of dividends or approval of stock repurchases or redemptions that are
unlawful under Delaware law. The provision also does not affect a director's
responsibilities under any other law, such as the federal securities laws or
state or federal environmental laws. Registrant has entered into indemnification
agreements with its officers and directors, a form of which was previously filed
with the SEC as an exhibit to the Registrant's Registration Statement on Form S-
1 (No. 333-77269). The indemnification agreements provide Registrant's officers
and directors with further indemnification to the maximum extent permitted by
the DGCL. Reference is also made to Section 7(b) of the underwriting agreement
contained in Exhibit 1.1 hereto, indemnifying officers and directors of
Registrant against certain liabilities, and Section 1.10 of the registration
rights agreement contained in Exhibit 4.2 hereto, indemnifying certain of
Registrant's stockholders, including controlling stockholders, against certain
liabilities.

Item 7. Exemption from Registration Claimed
-----------------------------------

Not Applicable.

Item 8. Exhibits
--------

Number Exhibit
------ -------
4 Instruments Defining Rights of Stockholders. Reference is made to
Registrant's Registration Statements No. 000-26287 on form 8-A12G
which is incorporated herein by reference pursuant to Item 3(d).
5 Opinion and consent of Brobeck, Phleger & Harrison LLP.
23.1 Consent of KPMG LLP, Independent Accountants.
23.2 Consent of KPMG Deutsche Treuhand-Gesellchaft AG, independent
auditors, relating to the financial statements of Viona Development
Hard & Sofware Engineering GmbH.
23.3 Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.
24 Power of Attorney. Reference is made to page II-4 of this
Registration Statement.
99.1 Ravisent Technologies Inc. 1999 Stock Incentive Plan.
99.2 Ravisent Technologies Inc. 1999 Employee Stock Purchase Plan.
99.3 Form of Stock Option Agreement used in connection with options
granted to certain individuals pursuant to a written compensation
agreement.
99.4 Teknema, Inc. 1996 Stock Plan
99.5 Form of Assumption Agreement

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 (i) to include any prospectus required by Section
10(a)(3) of the 1933 Act, (ii) to reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
Registration Statement and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference into this Registration Statement; (2) that for the
purpose of determining any liability under the 1933 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; and (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 Ravisent
Technologies Inc. 1999 Stock Incentive Plan, 1999 Employee Stock Purchase Plan,
the individual options granted to certain individuals pursuant to a written
compensation agreement, or the Teknema, Inc. 1996 Stock Option Plan.

II-2
<PAGE>

B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference into this 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 the initial bona
fide offering thereof.

C. Insofar as indemnification for liabilities arising under the 1933
Act may be permitted to directors, officers, or controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that, in the opinion of the SEC, such indemnification is
against public policy as expressed in the 1933 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 1933 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, as amended, 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 Malvern, State of Pennsylvania on this 7th
day of January, 2000.

RAVISENT TECHNOLOGIES INC.

By: /s/ Francis E. J. Wilde, III
----------------------------------------
Francis E. J. Wilde, III
Chief Executive Officer and President

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

That the undersigned officers and directors of Ravisent Technologies Inc.,
a Delaware corporation, do hereby constitute and appoint Francis E. J. Wilde,
III and Jason C. Liu and each of them, the lawful attorneys-in-fact and agents
with full power and authority to do any and all acts and things and to execute
any and all instruments which said attorneys and agents, and any one of them,
determine may be necessary or advisable or required to enable said corporation
to comply with the Securities Act of 1933, as amended, and any rules or
regulations or requirements of the Securities and Exchange Commission in
connection with this Registration Statement. Without limiting the generality of
the foregoing power and authority, the powers granted include the power and
authority to sign the names of the undersigned officers and directors in the
capacities indicated below to this Registration Statement, to any and all
amendments, both pre-effective and post-effective, and supplements to this
Registration Statement, and to any and all instruments or documents filed as
part of or in conjunction with this Registration Statement or amendments or
supplements thereof, and each of the undersigned hereby ratifies and confirms
that all said attorneys and agents, or any one of them, shall do or cause to be
done by virtue hereof. This Power of Attorney may be signed in several
counterparts.

IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.

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

<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>

Chief Executive Officer, President and January 7, 2000
/s/ Francis E. J. Wilde, III
- ------------------------------------- Director (Principal Executive Officer)
Francis E. J. Wilde, III
Chief Financial Officer, Vice January 7, 2000
/s/ Jason C. Liu
- ------------------------------------- President, Finance and Secretary
Jason C. Liu (Principal Financial and Accounting
Officer)

Director January 7, 2000
/s/ Frederick J. Beste III
- -------------------------------------
Frederick J. Beste III
</TABLE>

II-4
<PAGE>

<TABLE>
<S> <C> <C>
Signature Title Date
- --------- ----- ----
Director January 7, 2000
- -------------------------------------
Peter X. Blumenwitz
Director January 7, 2000
/s/ Walter L. Threadgill
- -------------------------------------
Walter L. Threadgill
Director January 7, 2000
/s/ Paul A. Vais
- -------------------------------------
Paul A. Vais
</TABLE>

II-5
<PAGE>

EXHIBIT INDEX

<PAGE>

EXHIBIT 5

OPINION AND CONSENT OF BROBECK, PHLEGER & HARRISON LLP.

January 10, 2000

Ravisent Technologies Inc.
One Great Valley Parkway
Malvern State, PA 19355

Re: Ravisent Technologies Inc. (the "Company") Registration Statement for
Offering of an Aggregate of 4,607,861 Shares of Common Stock
---------------------------------------------------------------------

Ladies and Gentlemen:

We have acted as counsel to Ravisent Technologies Inc., a Delaware
corporation (the "Company") in connection with the registration statement on
Form S-8 (the "Registration Statement") under the Securities Act of 1933, as
amended, of (i) an initial reserve of 2,701,032 shares of the Company's common
stock (the "Shares") for issuance under the Company's 1999 Stock Incentive Plan
(the "Incentive Plan"), (ii) an initial reserve of 500,000 Shares for issuance
under the Company's 1999 Employee Stock Purchase Plan (the "Purchase Plan"),
(iii) a total of 869,257 shares of Company's common stock issuable pursuant to
the stock options granted to certain individuals pursuant to a written
compensation agreement, (the "Individual Options") and (iv) a total of 537,569
Shares for issuance under the Teknema, Inc. 1996 Stock Option Plan
(collectively, "the Options").

This opinion is being furnished in accordance with the requirements of
Item 8 of Form S-8 and Item 601(b)(5)(i) of Regulation S-K.

We have reviewed the Company's charter documents and the corporate
proceedings taken by the Company in connection with the establishment of the
Options. Based on such review, we are of the opinion that, if, as and when the
Shares are issued and sold (and the consideration therefor received) pursuant to
the (a) provisions of option agreements duly authorized under the Incentive Plan
and in accordance with the Registration Statement, (b) duly authorized direct
stock issuances in accordance with the Incentive Plan and in accordance with the
Registration Statement, (c) duly authorized stock purchase rights granted and
exercised under the Purchase Plan and in accordance with the Registration
Statement, (d) provisions of the Individual Options and in accordance with the
Registration Statement, or (e) provisions of option agreements authorized under
the Teknema, Inc.1996 Stock Option Plan and in accordance with the Registration
Statement. Such Shares will be duly authorized, legally issued, fully paid and
nonassessable.

We consent to the filing of this opinion letter as Exhibit 5 to the
Registration Statement.

This opinion letter is rendered as of the date first written above and
we disclaim any obligation to advise you of facts, circumstances, events or
developments which hereafter may be brought to our attention and which may
alter, affect or modify the opinion expressed herein. Our opinion is expressly
limited to the matters set forth above and we render no opinion, whether by
implication or otherwise, as to any other matters relating to the Company, the
Incentive Plan, the Purchase Plan, the Individual Options, the Teknema, Inc.
1996 Stock Option Plan or the Shares issuable under such plans or the Individual
Options.

Very truly yours,

/s/ Brobeck, Phleger & Harrison LLP

BROBECK, PHLEGER & HARRISON LLP

<PAGE>

EXHIBIT 23.1

CONSENT OF INDEPENDENT AUDITORS

The Board of Directors and Stockholders
Ravisent Technologies, Inc.:

We consent to the use of our report dated April 27, 1999, except as to the
last paragraph of Note 19, which is as of July 15, 1999, relating to the
consolidated balance sheets of Ravisent Technologies, Inc. and subsidiaries as
of December 31, 1998 and 1997 and the related consolidated statements of
operations, changes in stockholders' deficiency, and cash flows for each of
the years in the three-year period ended December 31, 1998, incorporated by
reference in this registration statement on Form S-8, which report is included
in the registration statement on Form S-1 dated July 15, 1999 of Ravisent
Technologies, Inc.

/s/ KPMG LLP

Philadelphia, Pennsylvania
January 7, 2000

<PAGE>

EXHIBIT 23.2

CONSENT OF INDEPENDENT AUDITORS

The Board of Directors and Stockholders
Ravisent Technologies, Inc.:

We consent to incorporation by reference in the registration statement on Form
S-8 of Ravisent Technologies, Inc. of our report dated April 6, 1999, relating
to the balance sheet of Viona Development Hard & Software Engineering GmbH as of
December 31, 1997, and the related statements of operations, stockholders'
equity, and cash flows for the year then ended, which report is included in the
registration statement on Form S-1 (No. 333-77269) dated July 15, 1999 of
Ravisent Technologies, Inc.

/s/ KPMG Deutsche Treuhand-Gesellchaft AG

Stuttgart, Germany
January 10, 2000

<PAGE>

EXHIBIT 99.1

RAVISENT TECHNOLOGIES INC.

1999 STOCK INCENTIVE PLAN
<PAGE>

RAVISENT TECHNOLOGIES, INC.
1999 STOCK INCENTIVE PLAN
-------------------------

ARTICLE ONE
GENERAL PROVISIONS
------------------

I. PURPOSE OF THE PLAN

This 1999 Stock Incentive Plan is intended to promote the interests of
Ravisent Technologies, Inc., a Delaware corporation, by providing eligible
persons with the opportunity to acquire a proprietary interest, or otherwise
increase their proprietary interest, in the Corporation as an incentive for them
to remain in the service of the Corporation.

Capitalized terms shall have the meanings assigned to such terms in
the attached Appendix.

II. STRUCTURE OF THE PLAN

A. The Plan shall be divided into three separate equity programs:

(i) the Discretionary Option Grant Program under which eligible
persons may, at the discretion of the Plan Administrator, be granted
options to purchase shares of Common Stock,

(ii) the Stock Issuance Program under which eligible persons may,
at the discretion of the Plan Administrator, be issued shares of Common
Stock directly, either through the immediate purchase of such shares or as
a bonus for services rendered the Corporation (or any Parent or
Subsidiary), and

(iii) the Automatic Option Grant Program under which eligible non-
employee Board members shall automatically receive options at periodic
intervals to purchase shares of Common Stock.

B. The provisions of Articles One and Five shall apply to all equity
programs under the Plan and shall govern the interests of all persons under the
Plan.

III. ADMINISTRATION OF THE PLAN

A. The following provisions shall govern the administration of the
Plan:

(i) The Board shall have the authority to administer the
Discretionary Option Grant and Stock Issuance Programs with respect to
Section 16 Insiders but may delegate such authority in whole or in part to
the Primary Committee.

(ii) Administration of the Discretionary Option Grant and Stock
Issuance Programs with respect to all other persons eligible to participate
in
<PAGE>

those programs may, at the Board's discretion, be vested in the Primary
Committee or a Secondary Committee, or the Board may retain the power to
administer those programs with respect to all such persons.

(iii) Administration of the Automatic Option Grant Program shall be
self-executing in accordance with the terms of that program.

B. Each Plan Administrator shall, within the scope of its
administrative jurisdiction under the Plan, have full power and authority
subject to the provisions of the Plan:

(i) to establish such rules as it may deem appropriate for proper
administration of the Plan, to make all factual determinations, to construe
and interpret the provisions of the Plan and the awards thereunder and to
resolve any and all ambiguities thereunder;

(ii) to determine, with respect to awards made under the
Discretionary Option Grant and Stock Issuance Programs, which eligible
persons are to receive such awards, the time or times when such awards are
to be made, the number of shares to be covered by each such award, the
vesting schedule (if any) applicable to the award, the status of a granted
option as either an Incentive Option or a Non-Statutory Option and the
maximum term for which the option is to remain outstanding;

(iii) to amend, modify or cancel any outstanding award with the
consent of the holder or accelerate the vesting of such award; and

(iv) to take such other discretionary actions as permitted pursuant
to the terms of the applicable program.

Decisions of each Plan Administrator within the scope of its administrative
functions under the Plan shall be final and binding on all parties.

C. Members of the Primary Committee or any Secondary Committee shall
serve for such period of time as the Board may determine and may be removed by
the Board at any time. The Board may also at any time terminate the functions of
any Secondary Committee and reassume all powers and authority previously
delegated to such committee.

D. Service on the Primary Committee or the Secondary Committee shall
constitute service as a Board member, and members of each such committee shall
accordingly be entitled to full indemnification and reimbursement as Board
members for their service on such committee. No member of the Primary Committee
or the Secondary Committee shall be liable for any act or omission made in good
faith with respect to the Plan or any options or stock issuances under the Plan.

IV. ELIGIBILITY

A. The persons eligible to participate in the Discretionary Option
Grant and Stock Issuance Programs are as follows:

2
<PAGE>

(i) Employees,

(ii) non-employee members of the Board or the board of directors
of any Parent or Subsidiary, and

(iii) consultants and other independent advisors who provide
services to the Corporation (or any Parent or Subsidiary).

B. Only non-employee Board members shall be eligible to participate
in the Automatic Option Grant Program.

V. STOCK SUBJECT TO THE PLAN

A. The stock issuable under the Plan shall be shares of authorized
but unissued or reacquired Common Stock, including shares repurchased by the
Corporation on the open market. The maximum number of shares of Common Stock
initially reserved for issuance over the term of the Plan shall not exceed Two
Million Seven Hundred Twenty-Five Thousand (2,725,000) shares. Such authorized
share reserve consists of (i) the number of shares which remain available for
issuance, as of the Plan Effective Date, under the Predecessor Plan as last
approved by the Corporation's stockholders, including the shares subject to the
outstanding options to be incorporated into the Plan and the additional shares
which would otherwise be available for future grant, plus (ii) an increase of
approximately Eight Hundred Ninety-Two thousand (892,000) shares authorized by
the Board but subject to stockholder approval at the 1999 Annual Stockholders
Meeting.

B. The number of shares of Common Stock available for issuance under
the Plan shall automatically increase on the first trading day of each calendar
year during the term of the Plan, beginning with the 2000 calendar year, by an
amount equal to one percent (1%) of the shares of Common Stock outstanding on
the last trading day of the immediately preceding calendar year, but in no event
shall such annual increase exceed Two Hundred Thousand (200,000) shares.

C. No one person participating in the Plan may receive options,
separately exercisable stock appreciation rights and direct stock issuances for
more than Seven Hundred Thousand (700,000) shares of Common Stock in the
aggregate per calendar year, beginning with the 1999 calendar year.

D. Shares of Common Stock subject to outstanding options (including
options incorporated into this Plan from the Predecessor Plans) shall be
available for subsequent issuance under the Plan to the extent those options
expire, terminate or are cancelled for any reason prior to exercise in full.
Unvested shares issued under the Plan and subsequently repurchased by the
Corporation, at the original exercise or issue price paid per share, pursuant to
the Corporation's repurchase rights under the Plan shall be added back to the
number of shares of Common Stock reserved for issuance under the Plan and shall
accordingly be available for reissuance through one or more subsequent options
or direct stock issuances under the Plan. However, should the exercise price of
an option under the Plan be paid with shares of Common Stock or should shares of
Common Stock otherwise issuable under the Plan be withheld by the Corporation in
satisfaction of the withholding taxes incurred in connection with the exercise
of

3
<PAGE>

an option or the vesting of a stock issuance under the Plan, then the number of
shares of Common Stock available for issuance under the Plan shall be reduced by
the gross number of shares for which the option is exercised or which vest under
the stock issuance, and not by the net number of shares of Common Stock issued
to the holder of such option or stock issuance. Shares of Common Stock
underlying one or more stock appreciation rights exercised under the Plan shall
not be available for subsequent issuance.

E. If any change is made to the Common Stock by reason of any stock
split, stock dividend, recapitalization, combination of shares, exchange of
shares or other change affecting the outstanding Common Stock as a class without
the Corporation's receipt of consideration, appropriate adjustments shall be
made to (i) the maximum number and/or class of securities issuable under the
Plan, (ii) the maximum number of securities by which the share reserve is to
increase each calendar year pursuant to the automatic share increase provisions
of the Plan, (iii) the number and/or class of securities for which any one
person may be granted options, separately exercisable stock appreciation rights
and direct stock issuances under this Plan per calendar year, (iv) the number
and/or class of securities for which grants are subsequently to be made under
the Automatic Option Grant Program to new and continuing non-employee Board
members, (v) the number and/or class of securities and the exercise price per
share in effect under each outstanding option under the Plan and (vi) the number
and/or class of securities and price per share in effect under each outstanding
option incorporated into this Plan from the Predecessor Plans. Such adjustments
to the outstanding options are to be effected in a manner which shall preclude
the enlargement or dilution of rights and benefits under such options. The
adjustments determined by the Plan Administrator shall be final, binding and
conclusive.

4
<PAGE>

ARTICLE TWO
DISCRETIONARY OPTION GRANT PROGRAM
----------------------------------

I. OPTION TERMS

Each option shall be evidenced by one or more documents in the form
approved by the Plan Administrator; provided, however, that each such document
--------
shall comply with the terms specified below. Each document evidencing an
Incentive Option shall, in addition, be subject to the provisions of the Plan
applicable to such options.

A. Exercise Price.
--------------

1. The exercise price per share shall be fixed by the Plan
Administrator at the time of the option grant.

2. The exercise price shall become immediately due upon exercise of
the option and shall, subject to the provisions of Section II of Article Five
and the documents evidencing the option, be payable in one or more of the
following forms:

(i) in cash or check made payable to the Corporation,

(ii) shares of Common Stock held for the requisite period
necessary to avoid a charge to the Corporation's earnings for financial
reporting purposes and valued at Fair Market Value on the Exercise Date, or

(iii) to the extent the option is exercised for vested shares,
through a special sale and remittance procedure pursuant to which the Optionee
shall concurrently provide irrevocable instructions to (a) a Corporation-
approved brokerage firm to effect the immediate sale of the purchased shares and
remit to the Corporation, out of the sale proceeds available on the settlement
date, sufficient funds to cover the aggregate exercise price payable for the
purchased shares plus all applicable Federal, state and local income and
employment taxes required to be withheld by the Corporation by reason of such
exercise and (b) the Corporation to deliver the certificates for the purchased
shares directly to such brokerage firm in order to complete the sale.

Except to the extent such sale and remittance procedure is utilized,
payment of the exercise price for the purchased shares must be made on the
Exercise Date.

B. Exercise and Term of Options. Each option shall be exercisable at
----------------------------
such time or times, during such period and for such number of shares as shall be
determined by the Plan Administrator and set forth in the documents evidencing
the option. However, no option shall have a term in excess of ten (10) years
measured from the option grant date.

C. Cessation of Service.
--------------------

1. The following provisions shall govern the exercise of any
options outstanding at the time of the Optionee's cessation of Service or death:

5
<PAGE>

(i) Any option outstanding at the time of the Optionee's
cessation of Service for any reason shall remain exercisable for such
period of time thereafter as shall be determined by the Plan Administrator
and set forth in the documents evidencing the option, but no such option
shall be exercisable after the expiration of the option term.

(ii) Any option exercisable in whole or in part by the Optionee at
the time of death may be subsequently exercised by his or her Beneficiary.

(iii) During the applicable post-Service exercise period, the
option may not be exercised in the aggregate for more than the number of
vested shares for which the option is exercisable on the date of the
Optionee's cessation of Service. Upon the expiration of the applicable
exercise period or (if earlier) upon the expiration of the option term, the
option shall terminate and cease to be outstanding for any vested shares
for which the option has not been exercised. However, the option shall,
immediately upon the Optionee's cessation of Service, terminate and cease
to be outstanding to the extent the option is not otherwise at that time
exercisable for vested shares.

(iv) Should the Optionee's Service be terminated for Misconduct or
should the Optionee engage in Misconduct while his or her options are
outstanding, then all such options shall terminate immediately and cease to
be outstanding.

2. The Plan Administrator shall have complete discretion,
exercisable either at the time an option is granted or at any time while the
option remains outstanding:

(i) to extend the period of time for which the option is to
remain exercisable following the Optionee's cessation of Service to such
period of time as the Plan Administrator shall deem appropriate, but in no
event beyond the expiration of the option term, and/or

(ii) to permit the option to be exercised, during the applicable
post-Service exercise period, for one or more additional installments in
which the Optionee would have vested had the Optionee continued in Service.

D. Stockholder Rights. The holder of an option shall have no
------------------
stockholder rights with respect to the shares subject to the option until such
person shall have exercised the option, paid the exercise price and become a
holder of record of the purchased shares.

E. Repurchase Rights. The Plan Administrator shall have the
-----------------
discretion to grant options which are exercisable for unvested shares of Common
Stock. Should the Optionee cease Service while holding such unvested shares, the
Corporation shall have the right to repurchase, at the exercise price paid per
share, any or all of those unvested shares. The terms upon which such repurchase
right shall be exercisable (including the period and procedure for exercise and
the appropriate vesting schedule for the purchased shares) shall be established
by the Plan Administrator and set forth in the document evidencing such
repurchase right.

6
<PAGE>

F. Limited Transferability of Options. During the lifetime of the
----------------------------------
Optionee, Incentive Options shall be exercisable only by the Optionee and shall
not be assignable or transferable other than by will or by the laws of descent
and distribution following the Optionee's death. Non-Statutory Options shall be
subject to the same restrictions, except that a Non-Statutory Option may, to the
extent permitted by the Plan Administrator, be assigned in whole or in part
during the Optionee's lifetime to one or more members of the Optionee's
immediate family or to a trust in which the Optionee and/or one or more such
family members have more than a fifty percent (50%) of the beneficial interest
or to any other entity in which the Optionee and/or one or more such family
members own more than fifty percent (50%) of the voting interests. The terms
applicable to the assigned portion shall be the same as those in effect for the
option immediately prior to such assignment and shall be set forth in such
documents issued to the assignee as the Plan Administrator may deem appropriate.

II. INCENTIVE OPTIONS

The terms specified below shall be applicable to all Incentive
Options. Except as modified by the provisions of this Section II, all the
provisions of Articles One, Two and Seven shall be applicable to Incentive
Options. Options which are specifically designated as Non-Statutory Options
when issued under the Plan shall not be subject to the terms of this Section II.
---

A. Eligibility. Incentive Options may only be granted to Employees.
-----------

B. Exercise Price. The exercise price per share shall not be less
--------------
than one hundred percent (100%) of the Fair Market Value per share of Common
Stock on the option grant date.

C. Dollar Limitation. The aggregate Fair Market Value of the shares
-----------------
of Common Stock (determined as of the respective date or dates of grant) for
which one or more options granted to any Employee under the Plan (or any other
option plan of the Corporation or any Parent or Subsidiary) may for the first
time become exercisable as Incentive Options during any one calendar year shall
not exceed the sum of One Hundred Thousand Dollars ($100,000). To the extent the
Employee holds two (2) or more such options which become exercisable for the
first time in the same calendar year, the foregoing limitation on the
exercisability of such options as Incentive Options shall be applied on the
basis of the order in which such options are granted.

D. 10% Stockholder. If any Employee to whom an Incentive Option is
---------------
granted is a 10% Stockholder, then the exercise price per share shall not be
less than one hundred ten percent (110%) of the Fair Market Value per share of
Common Stock on the option grant date, and the option term shall not exceed five
(5) years measured from the option grant date.

III. CHANGE IN CONTROL/HOSTILE TAKE-OVER

A. Each option outstanding at the time of a Change in Control but not
otherwise fully-vested shall automatically accelerate so that each such option
shall, immediately prior to the effective date of the Change in Control, become
exercisable for all of the shares of Common Stock at the time subject to that
option and may be exercised for any or all of those shares as fully-vested
shares of Common Stock. However, an outstanding option shall not so accelerate
if and to the extent: (i) such option is, in connection with the Change in
Control,

7
<PAGE>

assumed or otherwise continued in full force and effect by the successor
corporation (or parent thereof) pursuant to the terms of the Change in Control,
(ii) such option is replaced with a cash incentive program of the successor
corporation which preserves the spread existing at the time of the Change in
Control on the shares of Common Stock for which the option is not otherwise at
that time exercisable and provides for subsequent payout in accordance with the
same vesting schedule applicable to those option shares or (iii) the
acceleration of such option is subject to other limitations imposed by the Plan
Administrator at the time of the option grant.

B. All outstanding repurchase rights shall also terminate
automatically, and the shares of Common Stock subject to those terminated rights
shall immediately vest in full, in the event of any Change in Control, except to
the extent: (i) those repurchase rights are assigned to the successor
corporation (or parent thereof) or otherwise continue in full force and effect
pursuant to the terms of the Change in Control or (ii) such accelerated vesting
is precluded by other limitations imposed by the Plan Administrator at the time
the repurchase right is issued.

C. Immediately following the consummation of the Change in Control,
all outstanding options shall terminate and cease to be outstanding, except to
the extent assumed by the successor corporation (or parent thereof) or otherwise
expressly continued in full force and effect pursuant to the terms of the Change
in Control.

D. Each option which is assumed in connection with a Change in
Control shall be appropriately adjusted, immediately after such Change in
Control, to apply to the number and class of securities which would have been
issuable to the Optionee in consummation of such Change in Control had the
option been exercised immediately prior to such Change in Control. Appropriate
adjustments to reflect such Change in Control shall also be made to (i) the
exercise price payable per share under each outstanding option, provided the
--------
aggregate exercise price payable for such securities shall remain the same, (ii)
the maximum number and/or class of securities available for issuance over the
remaining term of the Plan and (iii) the maximum number and/or class of
securities for which any one person may be granted options, separately
exercisable stock appreciation rights and direct stock issuances under the Plan
per calendar year.

E. The Plan Administrator may at any time provide that one or more
options will automatically accelerate in connection with a Change in Control,
whether or not those options are assumed or otherwise continued in full force
and effect pursuant to the terms of the Change in Control. Any such option shall
accordingly become exercisable, immediately prior to the effective date of such
Change in Control, for all of the shares of Common Stock at the time subject to
that option and may be exercised for any or all of those shares as fully-vested
shares of Common Stock. In addition, the Plan Administrator may at any time
provide that one or more of the Corporation's repurchase rights shall not be
assignable in connection with such Change in Control and shall terminate upon
the consummation of such Change in Control.

F. The Plan Administrator may at any time provide that one or more
options will automatically accelerate upon an Involuntary Termination of the
Optionee's Service within a designated period (not to exceed eighteen (18)
months) following the effective date of any Change in Control in which those
options do not otherwise accelerate. Any options so accelerated shall remain
exercisable for fully-vested shares until the earlier of (i) the expiration of
-------
the option term or (ii) the expiration of the one (1) year period measured from
the effective

8
<PAGE>

date of the Involuntary Termination. In addition, the Plan Administrator may at
any time provide that one or more of the Corporation's repurchase rights shall
immediately terminate upon such Involuntary Termination.

G. The Plan Administrator may at any time provide that one or more
options will automatically accelerate in connection with a Hostile Take-Over.
Any such option shall become exercisable, immediately prior to the effective
date of such Hostile Take-Over, for all of the shares of Common Stock at the
time subject to that option and may be exercised for any or all of those shares
as fully-vested shares of Common Stock. In addition, the Plan Administrator may
at any time provide that one or more of the Corporation's repurchase rights
shall terminate automatically upon the consummation of such Hostile Take-Over.
Alternatively, the Plan Administrator may condition such automatic acceleration
and termination upon an Involuntary Termination of the Optionee's Service within
a designated period (not to exceed eighteen (18) months) following the effective
date of such Hostile Take-Over. Each option so accelerated shall remain
exercisable for fully-vested shares until the expiration or sooner termination
of the option term.

H. The portion of any Incentive Option accelerated in connection with
a Change in Control or Hostile Take Over shall remain exercisable as an
Incentive Option only to the extent the applicable One Hundred Thousand Dollar
($100,000) limitation is not exceeded. To the extent such dollar limitation is
exceeded, the accelerated portion of such option shall be exercisable as a Non-
Statutory Option under the Federal tax laws.

IV. STOCK APPRECIATION RIGHTS

The Plan Administrator may, subject to such conditions as it may
determine, grant to selected Optionees stock appreciation rights which will
allow the holders of those rights to elect between the exercise of the
underlying option for shares of Common Stock and the surrender of that option in
exchange for a distribution from the Corporation in an amount equal to the
excess of (a) the Option Surrender Value of the number of shares for which the
option is surrendered over (b) the aggregate exercise price payable for such
shares. The distribution may be made in shares of Common Stock valued at Fair
Market Value on the option surrender date, in cash, or partly in shares and
partly in cash, as the Plan Administrator shall in its sole discretion deem
appropriate.

9
<PAGE>

ARTICLE THREE
STOCK ISSUANCE PROGRAM
----------------------

I. STOCK ISSUANCE TERMS

Shares of Common Stock may be issued under the Stock Issuance Program
through direct and immediate issuances without any intervening options. Shares
of Common Stock may also be issued under the Stock Issuance Program pursuant to
share right awards which entitle the recipients to receive those shares upon the
attainment of designated performance goals or Service requirements. Each such
award shall be evidenced by one or more documents which comply with the terms
specified below.

A. Purchase Price.
--------------
1. The purchase price per share of Common Stock subject to direct
issuance shall be fixed by the Plan Administrator.

2. Subject to the provisions of Section II of Article Five, Shares
of Common Stock may be issued under the Stock Issuance Program for any of the
following items of consideration which the Plan Administrator may deem
appropriate in each individual instance:

(i) cash or check made payable to the Corporation, or

(ii) past services rendered to the Corporation (or any Parent or
Subsidiary).

B. Vesting/Issuance Provisions.
---------------------------

1. The Plan Administrator may issue shares of Common Stock which
are fully and immediately vested upon issuance or which are to vest in one or
more installments over the Participant's period of Service or upon attainment of
specified performance objectives. Alternatively, the Plan Administrator may
issue share right awards which shall entitle the recipient to receive a
specified number of vested shares of Common Stock upon the attainment of one or
more performance goals or Service requirements established by the Plan
Administrator.

2. Any new, substituted or additional securities or other property
(including money paid other than as a regular cash dividend) which the
Participant may have the right to receive with respect to his or her unvested
shares of Common Stock by reason of any stock dividend, stock split,
recapitalization, combination of shares, exchange of shares or other change
affecting the outstanding Common Stock as a class without the Corporation's
receipt of consideration shall be issued subject to (i) the same vesting
requirements applicable to the Participant's unvested shares of Common Stock and
(ii) such escrow arrangements as the Plan Administrator shall deem appropriate.

3. The Participant shall have full stockholder rights with respect
to the issued shares of Common Stock, whether or not the Participant's interest
in those shares is

10
<PAGE>

vested. Accordingly, the Participant shall have the right to vote such shares
and to receive any regular cash dividends paid on such shares.

4. Should the Participant cease to remain in Service while holding
one or more unvested shares of Common Stock, or should the performance
objectives not be attained with respect to one or more such unvested shares of
Common Stock, then those shares shall be immediately surrendered to the
Corporation for cancellation, and the Participant shall have no further
stockholder rights with respect to those shares. To the extent the surrendered
shares were previously issued to the Participant for consideration paid in cash
or cash equivalent (including the Participant's purchase-money indebtedness),
the Corporation shall repay to the Participant the cash consideration paid for
the surrendered shares and shall cancel the unpaid principal balance of any
outstanding purchase-money note of the Participant attributable to the
surrendered shares.

5. The Plan Administrator may waive the surrender and cancellation
of one or more unvested shares of Common Stock (or other assets attributable
thereto) which would otherwise occur upon the cessation of the Participant's
Service or the non-attainment of the performance objectives applicable to those
shares. Such waiver shall result in the immediate vesting of the Participant's
interest in the shares of Common Stock as to which the waiver applies. Such
waiver may be effected at any time, whether before or after the Participant's
cessation of Service or the attainment or non-attainment of the applicable
performance objectives.

6. Outstanding share right awards shall automatically terminate,
and no shares of Common Stock shall actually be issued in satisfaction of those
awards, if the performance goals or Service requirements established for such
awards are not attained. The Plan Administrator, however, shall have the
authority to issue shares of Common Stock in satisfaction of one or more
outstanding share right awards as to which the designated performance goals or
Service requirements are not attained.

II. CHANGE IN CONTROL/HOSTILE TAKE-OVER

A. All of the Corporation's outstanding repurchase rights shall
terminate automatically, and all the shares of Common Stock subject to those
terminated rights shall immediately vest in full, in the event of any Change in
Control, except to the extent (i) those repurchase rights are assigned to the
successor corporation (or parent thereof) or otherwise continue in full force
and effect pursuant to the terms of the Change in Control or (ii) such
accelerated vesting is precluded by other limitations imposed by the Plan
Administrator at the time the repurchase right is issued.

B. The Plan Administrator may at any time provide for the automatic
termination of one or more of those outstanding repurchase rights and the
immediate vesting of the shares of Common Stock subject to those terminated
rights upon (i) a Change in Control or Hostile Take-Over or (ii) an Involuntary
Termination of the Participant's Service within a designated period (not to
exceed eighteen (18) months) following the effective date of any Change in
Control or Hostile Take-Over in which those repurchase rights are assigned to
the successor corporation (or parent thereof) or otherwise continue in full
force and effect.

11
<PAGE>

III. SHARE ESCROW/LEGENDS

Unvested shares may, in the Plan Administrator's discretion, be held
in escrow by the Corporation until the Participant's interest in such shares
vests or may be issued directly to the Participant with restrictive legends on
the certificates evidencing those unvested shares.

12
<PAGE>

ARTICLE FOUR
AUTOMATIC OPTION GRANT PROGRAM
------------------------------

I. OPTION TERMS

A. Grant Dates. Options shall be made on the dates specified below:
-----------

1. Each individual who is first elected or appointed as a non-
employee Board member at any time after the Plan Effective Date shall
automatically be granted, on the date of such initial election or appointment, a
Non-Statutory Option to purchase Twenty Thousand (20,000) shares of Common
Stock, provided that individual has not previously been in the employ of the
Corporation or any Parent or Subsidiary.

2. On the date of each Annual Stockholders Meeting beginning with
the 1999 Annual Stockholders Meeting, each individual who is to continue to
serve as a non-employee Board member, whether or not that individual is standing
for re-election to the Board, shall automatically be granted a Non-Statutory
Option to purchase Five Thousand (5,000) shares of Common Stock, provided such
individual has served as a non-employee Board member for at least six (6)
months.

B. Exercise Price.
--------------
1. The exercise price per share shall be equal to one hundred
percent (100%) of the Fair Market Value per share of Common Stock on the option
grant date.

2. The exercise price shall be payable in one or more of the
alternative forms authorized under the Discretionary Option Grant Program.
Except to the extent the sale and remittance procedure specified thereunder is
utilized, payment of the exercise price for the purchased shares must be made on
the Exercise Date.

C. Option Term. Each option shall have a term of ten (10) years
-----------
measured from the option grant date.

D. Exercise and Vesting of Options. Each option shall be immediately
-------------------------------
exercisable for any or all of the option shares. However, any shares purchased
under the option shall be subject to repurchase by the Corporation, at the
exercise price paid per share, upon the Optionee's cessation of Board service
prior to vesting in those shares. Each Twenty Thousand (20,000)-share option
shall vest, and the Corporation's repurchase right shall lapse, in a series of
four (4) successive equal annual installments upon the Optionee's completion of
each year of Board service over the four (4)-year period measured from the grant
date. Each annual Five Thousand (5,000)-share option shall vest, and the
Corporation's repurchase right shall lapse, upon the Optionee's completion of
one (1) year of Board service measured from the grant date.

E. Cessation of Board Service. The following provisions shall govern
--------------------------
the exercise of any options outstanding at the time of the Optionee's cessation
of Board service:

(i) Any option outstanding at the time of the Optionee's
cessation of Board service for any reason shall remain exercisable for a
twelve

13
<PAGE>

(12)-month period following the date of such cessation of Board service,
but in no event shall such option be exercisable after the expiration of
the option term.

(ii) Any option exercisable in whole or in part by the Optionee at
the time of death may be subsequently exercised by his or her Beneficiary.

(iii) Following the Optionee's cessation of Board service, the
option may not be exercised in the aggregate for more than the number of
shares in which the Optionee was vested on the date of such cessation of
Board service. Upon the expiration of the applicable exercise period or (if
earlier) upon the expiration of the option term, the option shall terminate
and cease to be outstanding for any vested shares for which the option has
not been exercised. However, the option shall, immediately upon the
Optionee's cessation of Board service, terminate and cease to be
outstanding for any and all shares in which the Optionee is not otherwise
at that time vested.

(iv) However, should the Optionee cease to serve as a Board member
by reason of death or Permanent Disability, then all shares at the time
subject to the option shall immediately vest so that such option may,
during the twelve (12)-month exercise period following such cessation of
Board service, be exercised for all or any portion of those shares as
fully-vested shares of Common Stock.

II. CHANGE IN CONTROL/HOSTILE TAKE-OVER

A. In the event of any Change in Control or Hostile Take-Over, the
shares of Common Stock at the time subject to each outstanding option but not
otherwise vested shall automatically vest in full so that each such option may,
immediately prior to the effective date of such Change in Control the Hostile
Take-Over, be exercised for all or any portion of those shares as fully-vested
shares of Common Stock. Each such option accelerated in connection with a Change
in Control shall terminate upon the Change in Control, except to the extent
assumed by the successor corporation (or parent thereof) or otherwise continued
in full force and effect pursuant to the terms of the Change in Control. Each
such option accelerated in connection with a Hostile Take-Over shall remain
exercisable until the expiration or sooner termination of the option term.

C. Upon the occurrence of a Hostile Take-Over, the Optionee shall
have a thirty (30)-day period in which to surrender to the Corporation each of
his or her outstanding options. The Optionee shall in return be entitled to a
cash distribution from the Corporation in an amount equal to the excess of (i)
the Option Surrender Value of the shares of Common Stock at the time subject to
each surrendered option (whether or not the Optionee is otherwise at the time
vested in those shares) over (ii) the aggregate exercise price payable for such
shares. Such cash

14
<PAGE>

distribution shall be paid within five (5) days following the surrender of the
option to the Corporation.

D. Each option which is assumed in connection with a Change in
Control shall be appropriately adjusted to apply to the number and class of
securities which would have been issuable to the Optionee in consummation of
such Change in Control had the option been exercised immediately prior to such
Change in Control. Appropriate adjustments shall also be made to the exercise
price payable per share under each outstanding option, provided the aggregate
--------
exercise price payable for such securities shall remain the same.

III. REMAINING TERMS

The remaining terms of each option granted under the Automatic Option
Grant Program shall be the same as the terms in effect for options made under
the Discretionary Option Grant Program.

15
<PAGE>

ARTICLE FIVE
MISCELLANEOUS
-------------

I. NO IMPAIRMENT OF AUTHORITY

Outstanding awards shall in no way affect the right of the Corporation
to adjust, reclassify, reorganize or otherwise change its capital or business
structure or to merge, consolidate, dissolve, liquidate or sell or transfer all
or any part of its business or assets.

II. FINANCING

The Plan Administrator may permit any Optionee or Participant to pay
the option exercise price under the Discretionary Option Grant Program or the
purchase price of shares issued under the Stock Issuance Program by delivering a
full-recourse, interest bearing promissory note payable in one or more
installments. The terms of any such promissory note (including the interest
rate and the terms of repayment) shall be established by the Plan Administrator
in its sole discretion. In no event may the maximum credit available to the
Optionee or Participant exceed the sum of (i) the aggregate option exercise
price or purchase price payable for the purchased shares plus (ii) any Federal,
state and local income and employment tax liability incurred by the Optionee or
the Participant in connection with the option exercise or share purchase.

III. TAX WITHHOLDING

A. The Corporation's obligation to deliver shares of Common Stock
upon the exercise of options or the issuance or vesting of such shares under the
Plan shall be subject to the satisfaction of all applicable Federal, state and
local income and employment tax withholding requirements.

B. The Plan Administrator may, in its discretion, provide any or all
holders of Non-Statutory Options or unvested shares of Common Stock under the
Plan with the right to use shares of Common Stock in satisfaction of all or part
of the Taxes incurred by such holders in connection with the exercise of their
options or the vesting of their shares. Such right may be provided to any such
holder in either or both of the following formats:

Stock Withholding: The election to have the Corporation withhold,
----------------
from the shares of Common Stock otherwise issuable upon the exercise of such
Non-Statutory Option or the vesting of such shares, a portion of those shares
with an aggregate Fair Market Value equal to the percentage of the Taxes (not to
exceed one hundred percent (100%)) designated by the holder.

Stock Delivery: The election to deliver to the Corporation, at
--------------
the time the Non-Statutory Option is exercised or the shares vest, one or more
shares of Common Stock previously acquired by such holder (other than in
connection with the option exercise or share vesting triggering the Taxes) with
an aggregate Fair Market Value equal to the percentage of the Taxes (not to
exceed one hundred percent (100%)) designated by the holder.

16
<PAGE>

IV. EFFECTIVE DATE AND TERM OF THE PLAN

A. The Plan shall become effective upon approval of the 1999 Annual
Stockholders Meeting.

B. The Plan shall serve as the successor to the Predecessor Plans,
and no further options or direct stock issuances shall be made under the
Predecessor Plan after Plan Effective Date. All options outstanding under the
Predecessor Plans on the Plan Effective Date shall be incorporated into the Plan
at that time and shall be treated as outstanding options under the Plan.
However, each outstanding option so incorporated shall continue to be governed
solely by the terms of the documents evidencing such option, and no provision of
the Plan shall be deemed to affect or otherwise modify the rights or obligations
of the holders of such incorporated options with respect to their acquisition of
shares of Common Stock.

C. One or more provisions of the Plan, including (without limitation)
the option/vesting acceleration provisions of Article Two relating to Changes in
Control, may, in the Plan Administrator's discretion, be extended to one or more
options incorporated from the Predecessor Plan which do not otherwise contain
such provisions.

D. The Plan shall terminate upon the earliest of (i) April 20, 2009
--------
(ii) the date on which all shares available for issuance under the Plan shall
have been issued as fully-vested shares or (iii) the termination of all
outstanding options in connection with a Change in Control. Upon such plan
termination, all outstanding options and unvested stock issuances shall
thereafter continue to have force and effect in accordance with the provisions
of the documents evidencing such grants or issuances.

V. AMENDMENT OF THE PLAN

A. The Board shall have complete and exclusive power and authority to
amend or modify the Plan in any or all respects. However, no such amendment or
modification shall adversely affect the rights and obligations with respect to
stock options or unvested stock issuances at the time outstanding under the Plan
unless the Optionee or the Participant consents to such amendment or
modification. In addition, certain amendments may require stockholder approval
pursuant to applicable laws or regulations.

B. Options to purchase shares of Common Stock may be granted under
the Discretionary Option Grant Program and shares of Common Stock may be issued
under the Stock Issuance Program that are in each instance in excess of the
number of shares then available for issuance under the Plan, provided any excess
shares actually issued under those programs shall be held in escrow until there
is obtained stockholder approval of an amendment sufficiently increasing the
number of shares of Common Stock available for issuance under the Plan. If such
stockholder approval is not obtained within twelve (12) months after the date
the first such excess issuances are made, then (i) any unexercised options
granted on the basis of such excess shares shall terminate and cease to be
outstanding and (ii) the Corporation shall promptly refund to the Optionees and
the Participants the exercise or purchase price paid for any excess shares
issued under the Plan and held in escrow, together with interest (at the
applicable Short Term

17
<PAGE>

Federal Rate) for the period the shares were held in escrow, and such shares
shall thereupon be automatically cancelled and cease to be outstanding.

VI. USE OF PROCEEDS

Any cash proceeds received by the Corporation from the sale of shares
of Common Stock under the Plan shall be used for general corporate purposes.

VII. REGULATORY APPROVALS

A. The implementation of the Plan, the granting of any stock option
under the Plan and the issuance of any shares of Common Stock (i) upon the
exercise of any granted option or (ii) under the Stock Issuance Program shall be
subject to the Corporation's procurement of all approvals and permits required
by regulatory authorities having jurisdiction over the Plan, the stock options
granted under it and the shares of Common Stock issued pursuant to it.

B. No shares of Common Stock or other assets shall be issued or
delivered under the Plan unless and until there shall have been compliance with
all applicable requirements of Federal and state securities laws, including the
filing and effectiveness of the Form S-8 registration statement for the shares
of Common Stock issuable under the Plan, and all applicable listing requirements
of any stock exchange (or the Nasdaq National Market, if applicable) on which
Common Stock is then listed for trading.

VIII. NO EMPLOYMENT/SERVICE RIGHTS

Nothing in the Plan shall confer upon the Optionee or the Participant
any right to continue in Service for any period of specific duration or
interfere with or otherwise restrict in any way the rights of the Corporation
(or any Parent or Subsidiary employing or retaining such person) or of the
Optionee or the Participant, which rights are hereby expressly reserved by each,
to terminate such person's Service at any time for any reason, with or without
cause.

18
<PAGE>

APPENDIX
--------

The following definitions shall be in effect under the Plan:

A. Automatic Option Grant Program shall mean the automatic option
------------------------------
grant program in effect under the Plan.

B. Beneficiary shall mean, in the event the Plan Administrator
-----------
implements a beneficiary designation procedure, the person designated by an
Optionee or Participant, pursuant to such procedure, to succeed to such person's
rights under any outstanding awards held by him or her at the time of death. In
the absence of such designation or procedure, the Beneficiary shall be the
personal representative of the estate of the Optionee or Participant or the
person or persons to whom the award is transferred by will or the laws of
descent and distribution.

C. Board shall mean the Corporation's Board of Directors.
-----

D. Change in Control shall mean a change in ownership or control of
-----------------
the Corporation effected through any of the following transactions:

(i) a merger, consolidation or reorganization approved by the
Corporation's stockholders, unless securities representing more than fifty
------
percent (50%) of the total combined voting power of the voting securities
of the successor corporation are immediately thereafter beneficially owned,
directly or indirectly and in substantially the same proportion, by the
persons who beneficially owned the Corporation's outstanding voting
securities immediately prior to such transaction,

(ii) any stockholder-approved transfer or other disposition of all
or substantially all of the Corporation's assets, or

(iii) the acquisition, directly or indirectly by any person or
related group of persons (other than the Corporation or a person that
directly or indirectly controls, is controlled by, or is under common
control with, the Corporation), of beneficial ownership (within the meaning
of Rule 13d-3 of the 1934 Act) of securities possessing more than fifty
percent (50%) of the total combined voting power of the Corporation's
outstanding securities pursuant to a tender or exchange offer made directly
to the Corporation's stockholders which the Board recommends such
stockholders to accept.

E. Code shall mean the Internal Revenue Code of 1986, as amended.
----

F. Common Stock shall mean the Corporation's common stock.
------------

G. Corporation shall mean Ravisent Technologies, Inc., a Delaware
-----------
corporation, and its successors.

A-1
<PAGE>

H. Discretionary Option Grant Program shall mean the discretionary
----------------------------------
option grant program in effect under the Plan.

I. Employee shall mean an individual who is in the employ of the
--------
Corporation (or any Parent or Subsidiary), subject to the control and direction
of the employer entity as to both the work to be performed and the manner and
method of performance.

J. Exercise Date shall mean the date on which the Corporation shall
-------------
have received written notice of the option exercise.

K. Fair Market Value per share of Common Stock on any relevant date
-----------------
shall be determined in accordance with the following provisions:

(i) If the Common Stock is at the time traded on the Nasdaq
National Market, then the Fair Market Value shall be the closing selling
price per share of Common Stock on the date in question, as such price is
reported on the Nasdaq National Market or any successor system. If there
is no closing selling price for the Common Stock on the date in question,
then the Fair Market Value shall be the closing selling price on the last
preceding date for which such quotation exists.

(ii) If the Common Stock is at the time listed on any Stock
Exchange, then the Fair Market Value shall be the closing selling price per
share of Common Stock on the date in question on the Stock Exchange
determined by the Plan Administrator to be the primary market for the
Common Stock, as such price is officially quoted in the composite tape of
transactions on such exchange. If there is no closing selling price for
the Common Stock on the date in question, then the Fair Market Value shall
be the closing selling price on the last preceding date for which such
quotation exists.

(iii) For purposes of any options made on the Underwriting Date,
the Fair Market Value shall be deemed to be equal to the price per share at
which the Common Stock is to be sold in the initial public offering
pursuant to the Underwriting Agreement.

(iv) For purposes of any options made prior to the Underwriting
Date, the Fair Market Value shall be determined by the Plan Administrator,
after taking into account such factors as it deems appropriate.

L. Hostile Take-Over shall mean:
-----------------

(i) the acquisition, directly or indirectly, by any person or
related group of persons (other than the Corporation or a person that
directly or indirectly controls, is controlled by, or is under common
control with, the Corporation) of beneficial ownership (within the meaning
of Rule 13d-3 of the 1934 Act) of securities possessing more than fifty
percent (50%) of the total combined voting power of the Corporation's
outstanding securities pursuant to a

A-2
<PAGE>

tender or exchange offer made directly to the Corporation's stockholders
which the Board does not recommend such stockholders to accept, or

(ii) a change in the composition of the Board over a period of
thirty-six (36) consecutive months or less such that a majority of the
Board members ceases, by reason of one or more contested elections for
Board membership, to be comprised of individuals who either (A) have been
Board members continuously since the beginning of such period or (B) have
been elected or nominated for election as Board members during such period
by at least a majority of the Board members described in clause (A) who
were still in office at the time the Board approved such election or
nomination.

M. Incentive Option shall mean an option which satisfies the
----------------
requirements of Code Section 422.

N. Involuntary Termination shall mean the termination of the Service
-----------------------
of any individual which occurs by reason of:

(i) such individual's involuntary dismissal or discharge by the
Corporation for reasons other than Misconduct, or

(ii) such individual's voluntary resignation following (A) a
change in his or her position with the Corporation or Parent or Subsidiary
employing the individual which materially reduces his or her duties and
responsibilities or the level of management to which he or she reports, (B)
a reduction in his or her level of compensation (including base salary,
fringe benefits and target bonus under any performance based bonus or
incentive programs) by more than fifteen percent (15%) or (C) a relocation
of such individual's place of employment by more than fifty (50) miles,
provided and only if such change, reduction or relocation is effected by
the Corporation without the individual's consent.

O. Misconduct shall mean the commission of any act of fraud,
----------
embezzlement or dishonesty by the Optionee or Participant, any unauthorized use
or disclosure by such person of confidential information or trade secrets of the
Corporation (or any Parent or Subsidiary), or any intentional wrongdoing by such
person, whether by omission or commission, which adversely affects the business
or affairs of the Corporation (or any Parent or Subsidiary) in a material
manner. This shall not limit the grounds for the dismissal or discharge of any
person in the Service of the Corporation (or any Parent or Subsidiary).

P. 1934 Act shall mean the Securities Exchange Act of 1934, as
--------
amended.

Q. Non-Statutory Option shall mean an option not intended to satisfy
--------------------
the requirements of Code Section 422.

R. Option Surrender Value shall mean the Fair Market Value per share
----------------------
of Common Stock on the date the option is surrendered to the Corporation or, in
the event of a Hostile Take-Over, effected through a tender offer, the highest
reported price per share of

A-3
<PAGE>

Common Stock paid by the tender offeror in effecting such Hostile Take-Over, if
greater. However, if the surrendered option is an Incentive Option, the Option
Surrender Value shall not exceed the Fair Market Value per share.

S. Optionee shall mean any person to whom an option is granted under
--------
the Discretionary Option Grant or Automatic Option Grant Program.

T. Parent shall mean any corporation (other than the Corporation) in
------
an unbroken chain of corporations ending with the Corporation, provided each
corporation in the unbroken chain (other than the Corporation) owns, at the time
of the determination, stock possessing fifty percent (50%) or more of the total
combined voting power of all classes of stock in one of the other corporations
in such chain.

U. Participant shall mean any person who is issued shares of Common
-----------
Stock under the Stock Issuance Program.

V. Permanent Disability or Permanently Disabled shall mean the
--------------------------------------------
inability of the Optionee or the Participant to engage in any substantial
gainful activity by reason of any medically determinable physical or mental
impairment expected to result in death or to be of continuous duration of twelve
(12) months or more. However, solely for purposes of the Automatic Option Grant
Program, Permanent Disability or Permanently Disabled shall mean the inability
of the non-employee Board member to perform his or her usual duties as a Board
member by reason of any medically determinable physical or mental impairment
expected to result in death or to be of continuous duration of twelve (12)
months or more.

W. Plan shall mean the Corporation's 1999 Stock Incentive Plan, as
----
set forth in this document.

X. Plan Administrator shall mean the particular entity, whether the
------------------
Primary Committee, the Board or the Secondary Committee, which is authorized to
administer the Discretionary Option Grant and Stock Issuance Programs with
respect to one or more classes of eligible persons, to the extent such entity is
carrying out its administrative functions under those programs with respect to
the persons under its jurisdiction. However, the Primary Committee shall have
the plenary authority to make all factual determinations and to construe and
interpret any and all ambiguities under the Plan to the extent such authority is
not otherwise expressly delegated to any other Plan Administrator.

Y. Plan Effective Date shall mean April 21, 1999, the date of the
-------------------
1999 Annual stockholders Meeting.

Z. Predecessor Plans shall mean the Corporation's pre-existing
-----------------
____________,________________ and in effect immediately prior to the Plan
Effective Date hereunder.

AA. Primary Committee shall mean the committee of two (2) or more
-----------------
non-employee Board members appointed by the Board to administer the
Discretionary Option Grant and Stock Issuance Programs with respect to Section
16 Insiders.

A-4
<PAGE>

BB. Secondary Committee shall mean a committee of one (1) or more
-------------------
Board members appointed by the Board to administer the Discretionary Option
Grant and Stock Issuance Programs with respect to eligible persons other than
Section 16 Insiders.

DD. Section 16 Insider shall mean an officer or director of the
------------------
Corporation subject to the short-swing profit liabilities of Section 16 of the
1934 Act.

EE. Service shall mean the performance of services for the
-------
Corporation (or any Parent or Subsidiary) by a person in the capacity of an
Employee, a non-employee member of the board of directors or a consultant or
independent advisor, except to the extent otherwise specifically provided in the
documents evidencing the option grant or stock issuance.

FF. Stock Exchange shall mean either the American Stock Exchange or
--------------
the New York Stock Exchange.

GG. Stock Issuance Program shall mean the stock issuance program in
----------------------
effect under the Plan.

HH. Subsidiary shall mean any corporation (other than the
----------
Corporation) in an unbroken chain of corporations beginning with the
Corporation, provided each corporation (other than the last corporation) in the
unbroken chain owns, at the time of the determination, stock possessing fifty
percent (50%) or more of the total combined voting power of all classes of stock
in one of the other corporations in such chain.

II. Taxes shall mean the Federal, state and local income and
-----
employment withholding tax liabilities incurred by the holder of Non-Statutory
Options or unvested shares of Common Stock in connection with the exercise of
those options or the vesting of those shares.

JJ. 10% Stockholder shall mean the owner of stock (as determined
---------------
under Code Section 424(d)) possessing more than ten percent (10%) of the total
combined voting power of all classes of stock of the Corporation (or any Parent
or Subsidiary).

A-5

<PAGE>

EXHIBIT 99.2

RAVISENT TECHNOLOGIES INC.

1999 EMPLOYEE STOCK PURCHASE PLAN

<PAGE>

RAVISENT TECHNOLOGIES, INC.
1999 EMPLOYEE STOCK PURCHASE PLAN
---------------------------------

I. PURPOSE OF THE PLAN

This Employee Stock Purchase Plan is intended to promote the interests
of Ravisent Technologies, Inc., a Delaware corporation, by providing eligible
employees with the opportunity to acquire a proprietary interest in the
Corporation through participation in a payroll deduction based employee stock
purchase plan designed to qualify under Section 423 of the Code.

Capitalized terms herein shall have the meanings assigned to such
terms in the attached Appendix.

II. ADMINISTRATION OF THE PLAN

The Plan Administrator shall have full authority to interpret and
construe any provision of the Plan and to adopt such rules and regulations for
administering the Plan as it may deem necessary in order to comply with the
requirements of Code Section 423. Decisions of the Plan Administrator shall be
final and binding on all parties having an interest in the Plan.

III. STOCK SUBJECT TO PLAN

A. The stock purchasable under the Plan shall be shares of authorized
but unissued or reacquired Common Stock, including shares of Common Stock
purchased on the open market. The number of shares of Common Stock initially
reserved for issuance over the term of the Plan shall be limited to Five Hundred
Thousand (500,000) shares.

B. Should any change be made to the Common Stock by reason of any
stock split, stock dividend, recapitalization, combination of shares, exchange
of shares or other change affecting the outstanding Common Stock as a class
without the Corporation's receipt of consideration, appropriate adjustments
shall be made to (i) the maximum number and class of securities issuable under
the Plan, (ii) the maximum number and class of securities purchasable per
Participant on any one Purchase Date, (iii) the maximum number and class of
securities purchasable in total by all Participants on any one Purchase Date,
(iv) the maximum

<PAGE>

number and/or class of securities by which the share reserve is to increase
automatically each calendar year pursuant to the provisions of Section III.B of'
this Article One and (v) the number and class of securities and the price per
share in effect under each outstanding purchase right in order to prevent the
dilution or enlargement of benefits thereunder.

IV. OFFERING PERIODS

A. Shares of Common Stock shall be offered for purchase under the
Plan through a series of successive offering periods until such time as (i) the
maximum number of shares of Common Stock available for issuance under the Plan
shall have been purchased or (ii) the Plan shall have been sooner terminated.

B. Each offering period shall be of such duration (not to exceed
twenty-four (24) months) as determined by the Plan Administrator prior to the
start date of such offering period. However, the initial offering period shall
commence at the Effective Time and terminate on the last business day in July
2001. The next offering period shall commence on the first business day in
August 2001, and subsequent offering periods shall commence as designated by
the Plan Administrator.

C. Each offering period shall be comprised of a series of one or more
successive Purchase Intervals. Purchase Intervals shall run from the first
business day in February to the last business day in July each year and from the
first business day in August each year to the last business day in January in
the following year. However, the first Purchase Interval in effect under the
initial offering period shall commence at the Effective Time and terminate on
the last business day in April 2000.

D. Should the Fair Market Value per share of Common Stock on any
Purchase Date within an offering period be less than the Fair Market Value per
share of Common Stock on the start date of that offering period, then that
offering period shall automatically terminate immediately after the purchase of
shares of Common Stock on such Purchase Date, and a new offering period shall
commence on the next business day following such Purchase Date. The new offering
period shall have a duration of twenty (24) months, unless a shorter duration is
established by the Plan Administrator within five (5) business days following
the start date of that offering period.

V. ELIGIBILITY

A. Each individual who is an Eligible Employee on the start date of
any offering period under the Plan may enter that offering period on such start
date or on any subsequent Semi-Annual Entry Date within that offering period,
provided he or she remains an Eligible Employee.

B. Each individual who first becomes an Eligible Employee after the
start date of an offering period may enter that offering period on any
subsequent Semi-Annual Entry Date within that offering period on which he or she
is an Eligible Employee.

2
<PAGE>

C. The date an individual enters an offering period shall be
designated his or her Entry Date for purposes of that offering period.

D. To participate in the Plan for a particular offering period, the
Eligible Employee must complete the enrollment forms prescribed by the Plan
Administrator (including a stock purchase agreement and a payroll deduction
authorization) and file such forms with the Plan Administrator (or its
designate) on or before his or her scheduled Entry Date.

VI. PAYROLL DEDUCTIONS

A. The payroll deduction authorized by the Participant for purposes
of acquiring shares of Common Stock during an offering period may be any
multiple of one percent (1%) of the Cash Earnings paid to the Participant during
each Purchase Interval within that offering period, up to a maximum of fifteen
percent (15%). The deduction rate so authorized shall continue in effect
throughout the offering period, except to the extent such rate is changed in
accordance with the following guidelines:

(i) The Participant may, at any time during the offering period,
reduce his or her rate of payroll deduction to become effective as soon as
possible after filing the appropriate form with the Plan Administrator. The
Participant may not, however, effect more than one (1) such reduction per
Purchase Interval.

(ii) The Participant may, prior to the commencement of any new
Purchase Interval within the offering period, increase the rate of his or
her payroll deduction by filing the appropriate form with the Plan
Administrator. The new rate (which may not exceed the fifteen percent (15%)
maximum) shall become effective on the start date of the first Purchase
Interval following the filing of such form.

B. Payroll deductions shall begin on the first pay day
administratively feasible following the Participant's Entry Date into the
offering period and shall (unless sooner terminated by the Participant) continue
through the pay day ending with or immediately prior to the last day of that
offering period. The amounts so collected shall be credited to the Participant's
book account under the Plan, but no interest shall be paid on the balance from
time to time outstanding in such account. The amounts collected from the
Participant shall not be required to be held in any segregated account or trust
fund and may be commingled with the general assets of the Corporation and used
for general corporate purposes.

C. Payroll deductions shall automatically cease upon the termination
of the Participant's purchase right in accordance with the provisions of the
Plan.

D. The Participant's acquisition of Common Stock under the Plan on
any Purchase Date shall neither limit nor require the Participant's acquisition
of Common Stock on any subsequent Purchase Date, whether within the same or a
different offering period.

3
<PAGE>

VII. PURCHASE RIGHTS

A. Grant of Purchase Rights. A Participant shall be granted a
------------------------
separate purchase right for each offering period in which he or she
participates. The purchase right shall be granted on the Participant's Entry
Date into the offering period and shall provide the Participant with the right
to purchase shares of Common Stock, in a series of successive installments over
the remainder of such offering period, upon the terms set forth below. The
Participant shall execute a stock purchase agreement embodying such terms and
such other provisions (not inconsistent with the Plan) as the Plan Administrator
may deem advisable.

Under no circumstances shall purchase rights be granted under the Plan
to any Eligible Employee if such individual would, immediately after the grant,
own (within the meaning of Code Section 424(d)) or hold outstanding options or
other rights to purchase, stock possessing five percent (5%) or more of the
total combined voting power or value of all classes of stock of the Corporation
or any Corporate Affiliate.

B. Exercise of the Purchase Right. Each purchase right shall be
------------------------------
automatically exercised in installments on each successive Purchase Date within
the offering period, and shares of Common Stock shall accordingly be purchased
on behalf of each Participant on each such Purchase Date. The purchase shall be
effected by applying the Participant's payroll deductions for the Purchase
Interval ending on such Purchase Date to the purchase of whole shares of Common
Stock at the purchase price in effect for the Participant for that Purchase
Date.

C. Purchase Price. The purchase price per share at which Common
--------------
Stock will be purchased on the Participant's behalf on each Purchase Date within
the offering period shall be equal to eighty-five percent (85%) of the lower of
(i) the Fair Market Value per share of Common Stock on the Participant's Entry
Date into that offering period or (ii) the Fair Market Value per share of Common
Stock on that Purchase Date.

D. Number of Purchasable Shares. The number of shares of Common Stock
----------------------------
purchasable by a Participant on each Purchase Date during the offering period
shall be the number of whole shares obtained by dividing the amount collected
from the Participant through payroll deductions during the Purchase Interval
ending with that Purchase Date by the purchase price in effect for the
Participant for that Purchase Date. However, the maximum number of shares of
Common Stock purchasable per Participant on any one Purchase Date shall not
exceed 1,300 shares, subject to periodic adjustments in the event of certain
changes in the Corporation's capitalization. In addition, the maximum number of
shares of Common Stock purchasable in total by all Participants on any one
Purchase Date shall not exceed 125,000 shares, subject to periodic adjustments
in the event of certain changes in the Corporation's capitalization. However,
the Plan Administrator shall have the discretionary authority, exercisable prior
to the start of any offering period under the Plan, to increase or decrease the
limitations to be in effect for the number of shares purchasable per Participant
and in total by all Participants on each Purchase Date during that offering
period.

4
<PAGE>

E. Excess Payroll Deductions. Any payroll deductions not applied to
-------------------------
the purchase of shares of Common Stock on any Purchase Date because they are not
sufficient to purchase a whole share of Common Stock shall be held for the
purchase of Common Stock on the next Purchase Date. However, any payroll
deductions not applied to the purchase of Common Stock by reason of the
limitation on the maximum number of shares purchasable per Participant or in
total by all Participants on the Purchase Date shall be promptly refunded.

F. Termination of Purchase Right. The following provisions shall
-----------------------------
govern the termination of outstanding purchase rights:

(i) A Participant may, at any time prior to the next scheduled
Purchase Date in the offering period, terminate his or her outstanding
purchase right by filing the appropriate form with the Plan Administrator
(or its designate), and no further payroll deductions shall be collected
from the Participant with respect to the terminated purchase right. Any
payroll deductions collected during the Purchase Interval in which such
termination occurs shall, at the Participant's election, be immediately
refunded or held for the purchase of shares on the next Purchase Date. If
no such election is made at the time such purchase right is terminated,
then the payroll deductions collected with respect to the terminated right
shall be refunded as soon as possible.

(ii) The termination of such purchase right shall be irrevocable,
and the Participant may not subsequently rejoin the offering period for
which the terminated purchase right was granted. In order to resume
participation in any subsequent offering period, such individual must re-
enroll in the Plan (by making a timely filing of the prescribed enrollment
forms) on or before his or her scheduled Entry Date into that offering
period.

(iii) Should the Participant cease to remain an Eligible Employee
for any reason (including death, disability or change in status) while his
or her purchase right remains outstanding, then that purchase right shall
immediately terminate, and all of the Participant's payroll deductions for
the Purchase Interval in which the purchase right so terminates shall be
immediately refunded. However, should the Participant cease to remain in
active service by reason of an approved unpaid leave of absence, then the
Participant shall have the right, exercisable up until the last business
day of the Purchase Interval in which such leave commences, to (a) withdraw
all the payroll deductions collected to date on his or her behalf for that
Purchase Interval or (b) have such funds held for the purchase of shares on
his or her behalf on the next scheduled Purchase Date. In no event,
however, shall any further payroll deductions be collected on the
Participant's behalf during such leave. Upon the Participant's return to
active service (x) within ninety (90) days following the commencement of
such leave or (y) prior to the expiration of any longer period for which
such Participant's right to reemployment with the Corporation is guaranteed
by statute or contract, his or her payroll deductions under the Plan shall
automatically resume at the rate in

5
<PAGE>

effect at the time the leave began, unless the Participant withdraws from
the Plan prior to his or her return. An individual who returns to active
employment following a leave of absence which exceeds in duration the
applicable (x) or (y) time period will be treated as a new Employee for
purposes of subsequent participation in the Plan and must accordingly re-
enroll in the Plan (by making a timely filing of the prescribed enrollment
forms) on or before his or her scheduled Entry Date into the offering
period.

G. Change in Control. Each outstanding purchase right shall
-----------------
automatically be exercised, immediately prior to the effective date of any
Change in Control, by applying the payroll deductions of each Participant for
the Purchase Interval in which such Change in Control occurs to the purchase of
whole shares of Common Stock at a purchase price per share equal to eighty-five
percent (85%) of the lower of (i) the Fair Market Value per share of Common
Stock on the Participant's Entry Date into the offering period in which such
Change in Control occurs or (ii) the Fair Market Value per share of Common Stock
immediately prior to the effective date of such Change in Control. However, the
applicable limitation on the number of shares of Common Stock purchasable per
Participant shall continue to apply to any such purchase, but not the limitation
applicable to the maximum number of shares of Common Stock purchasable in total
by all Participants on any one Purchase Date.

The Corporation shall use its best efforts to provide at least ten
(10)-days prior written notice of the occurrence of any Change in Control, and
Participants shall, following the receipt of such notice, have the right to
terminate their outstanding purchase rights prior to the effective date of the
Change in Control.

H. Proration of Purchase Rights. Should the total number of shares
----------------------------
of Common Stock to be purchased pursuant to outstanding purchase rights on any
particular date exceed the number of shares then available for issuance under
the Plan, the Plan Administrator shall make a pro-rata allocation of the
available shares on a uniform and nondiscriminatory basis, and the payroll
deductions of each Participant, to the extent in excess of the aggregate
purchase price payable for the Common Stock pro-rated to such individual, shall
be refunded.

I. Assignability. The purchase right shall be exercisable only by
-------------
the Participant and shall not be assignable or transferable by the Participant.

J. Stockholder Rights. A Participant shall have no stockholder
------------------
rights with respect to the shares subject to his or her outstanding purchase
right until the shares are purchased on the Participant's behalf in accordance
with the provisions of the Plan and the Participant has become a holder of
record of the purchased shares.

VIII. ACCRUAL LIMITATIONS

A. No Participant shall be entitled to accrue rights to acquire
Common Stock pursuant to any purchase right outstanding under this Plan if and
to the extent such accrual, when aggregated with (i) rights to purchase Common
Stock accrued under any other purchase right granted under this Plan and (ii)
similar rights accrued under other employee stock purchase plans

6
<PAGE>

(within the meaning of Code Section 423)) of the Corporation or any Corporate
Affiliate, would otherwise permit such Participant to purchase more than Twenty-
Five Thousand Dollars ($25,000.00) worth of stock of the Corporation or any
Corporate Affiliate (determined on the basis of the Fair Market Value per share
on the date or dates such rights are granted) for each calendar year such rights
are at any time outstanding.

B. For purposes of applying such accrual limitations to the purchase
rights granted under the Plan, the following provisions shall be in effect:

(i) The right to acquire Common Stock under each outstanding
purchase right shall accrue in a series of installments on each successive
Purchase Date during the offering period on which such right remains
outstanding.

(ii) No right to acquire Common Stock under any outstanding
purchase right shall accrue to the extent the Participant has already
accrued in the same calendar year the right to acquire Common Stock under
one or more other purchase rights at a rate equal to Twenty-Five Thousand
Dollars ($25,000.00) worth of Common Stock (determined on the basis of the
Fair Market Value per share on the date or dates of grant) for each
calendar year such rights were at any time outstanding.

C. If by reason of such accrual limitations, any purchase right of a
Participant does not accrue for a particular Purchase Interval, then the payroll
deductions which the Participant made during that Purchase Interval with respect
to such purchase right shall be promptly refunded.

D. In the event there is any conflict between the provisions of this
Article and one or more provisions of the Plan or any instrument issued
thereunder, the provisions of this Article shall be controlling.

IX. EFFECTIVE DATE AND TERM OF THE PLAN

A. The Plan was adopted by the Board in April, 1999 and shall become
effective at the Effective Time, provided no purchase rights granted under the
Plan shall be exercised, and no shares of Common Stock shall be issued
hereunder, until (i) the Plan shall have been approved by the stockholders of
the Corporation and (ii) the Corporation shall have complied with all applicable
requirements of the 1933 Act (including the registration of the shares of Common
Stock issuable under the Plan on a Form S-8 registration statement filed with
the Securities and Exchange Commission), all applicable listing requirements of
any stock exchange (or the Nasdaq National Market, if applicable) on which the
Common Stock is listed for trading and all other applicable requirements
established by law or regulation. In the event such stockholder approval is not
obtained, or such compliance is not effected, within twelve (12) months after
the date on which the Plan is adopted by the Board, the Plan shall terminate and
have no further force or effect, and all sums collected from Participants during
the initial offering period hereunder shall be refunded.

7
<PAGE>

B. Unless sooner terminated by the Board, the Plan shall terminate
upon the earliest of (i) the last business day in July 2009, (ii) the date on
which all shares available for issuance under the Plan shall have been sold
pursuant to purchase rights exercised under the Plan or (iii) the date on which
all purchase rights are exercised in connection with a Change in Control. No
further purchase rights shall be granted or exercised, and no further payroll
deductions shall be collected, under the Plan following such termination.

X. AMENDMENT OF THE PLAN

A. The Board may alter, amend, suspend or terminate the Plan at any
time to become effective immediately following the close of any Purchase
Interval. However, the Plan may be amended or terminated immediately upon Board
action, if and to the extent necessary to assure that the Corporation will not
recognize, for financial reporting purposes, any compensation expense in
connection with the shares of Common Stock offered for purchase under the Plan,
should the financial accounting rules applicable to the Plan at the Effective
Time be subsequently revised so as to require the Corporation to recognize
compensation expense in the absence of such amendment or termination.

B. In no event may the Board effect any of the following amendments
or revisions to the Plan without the approval of the Corporation's stockholders:
(i) increase the number of shares of Common Stock issuable under the Plan,
except for permissible adjustments in the event of certain changes in the
Corporation's capitalization, (ii) alter the purchase price formula so as to
reduce the purchase price payable for the shares of Common Stock purchasable
under the Plan or (iii) modify the eligibility requirements for participation in
the Plan.

XI. GENERAL PROVISIONS

A. All costs and expenses incurred in the administration of the Plan
shall be paid by the Corporation; however, each Plan Participant shall bear all
costs and expenses incurred by such individual in the sale or other disposition
of any shares purchased under the Plan.

B. Nothing in the Plan shall confer upon the Participant any right to
continue in the employ of the Corporation or any Corporate Affiliate for any
period of specific duration or interfere with or otherwise restrict in any way
the rights of the Corporation (or any Corporate Affiliate employing such person)
or of the Participant, which rights are hereby expressly reserved by each, to
terminate such person's employment at any time for any reason, with or without
cause.

C. The provisions of the Plan shall be governed by the laws of the
State of California without resort to that State's conflict-of-laws rules.

8
<PAGE>

Schedule A

Corporations Participating in
Employee Stock Purchase Plan
As of the Effective Time
------------------------

Ravisent Technologies, Inc.
<PAGE>

APPENDIX
--------

The following definitions shall be in effect under the Plan:

A. Board shall mean the Corporation's Board of Directors.
-----

C. Cash Earnings shall mean the (i) regular base salary paid to a
-------------
Participant by one or more Participating Companies during such individual's
period of participation in one or more offering periods under the Plan plus (ii)
all overtime payments, bonuses, commissions, profit-sharing distributions and
other incentive-type payments received during such period. Such Cash Earnings
shall be calculated before deduction of (A) any income or employment tax
withholdings or (B) any contributions made by the Participant to any Code
Section 401(k) salary deferral plan or Code Section 125 cafeteria benefit
program now or hereafter established by the Corporation or any Corporate
Affiliate. However, Cash Earnings shall not include any contributions made on
the Participant's behalf by the Corporation or any Corporate Affiliate to any
employee benefit or welfare plan now or hereafter established (other than Code
Section 401(k) or Code Section 125 contributions deducted from such Cash
Earnings).

B. Change in Control shall mean a change in ownership of the
-----------------
Corporation pursuant to any of the following transactions:

(i) a merger or consolidation in which securities possessing more
than fifty percent (50%) of the total combined voting power of the
Corporation's outstanding securities are transferred to a person or persons
different from the persons holding those securities immediately prior to
such transaction, or

(ii) the sale, transfer or other disposition of all or
substantially all of the assets of the Corporation in complete liquidation
or dissolution of the Corporation, or

(iii) the acquisition, directly or indirectly, by a person or
related group of persons (other than the Corporation or a person that directly
or indirectly controls, is controlled by or is under common control with the
Corporation) of beneficial ownership (within the meaning of Rule 13d-3 of the
1934 Act) of securities possessing more than fifty percent (50%) of the total
combined voting power of the Corporation's outstanding securities pursuant to a
tender or exchange offer made directly to the Corporation's stockholders.

C. Code shall mean the Internal Revenue Code of 1986, as amended.
----

D. Common Stock shall mean the Corporation's common stock.
------------

E. Corporate Affiliate shall mean any parent or subsidiary
-------------------
corporation of the Corporation (as determined in accordance with Code Section
424), whether now existing or subsequently established.

A-1
<PAGE>

F. Corporation shall mean Ravisent Technologies, Inc., a Delaware
-----------
corporation, and any corporate successor to all or substantially all of the
assets or voting stock of Ravisent Technologies, Inc. which shall by appropriate
action adopt the Plan.

H. Effective Time shall mean the time at which the Underwriting
--------------
Agreement is executed and the Common Stock priced for the initial public
offering of such Common Stock. Any Corporate Affiliate which becomes a
Participating Corporation after such Effective Time shall designate a subsequent
Effective Time with respect to its employee-Participants.

I. Eligible Employee shall mean any person who is employed by a
-----------------
Participating Corporation on a basis under which he or she is regularly expected
to render more than twenty (20) hours of service per week for more than five (5)
months per calendar year for earnings considered wages under Code Section 3401
(a).

J. Entry Date shall mean the date an Eligible Employee first
----------
commences participation in the offering period in effect under the Plan. The
earliest Entry Date under the Plan shall be the Effective Time.

K. Fair Market Value per share of Common Stock on any relevant date
-----------------
shall be determined in accordance with the following provisions:

(i) If the Common Stock is at the time traded on the Nasdaq
National Market, then the Fair Market Value shall be the closing selling
price per share of Common Stock on the date in question, as such price is
reported by the National Association of Securities Dealers on the Nasdaq
National Market. If there is no closing selling price for the Common Stock
on the date in question, then the Fair Market Value shall be the closing
selling price on the last preceding date for which such quotation exists.

(iii) For purposes of the initial offering period which begins
at the Effective Time, the Fair Market Value shall be deemed to be equal to
the price per share at which the Common Stock is sold in the initial public
offering pursuant to the Underwriting Agreement.

L. 1933 Act shall mean the Securities Act of 1933, as amended.
--------

M. Participant shall mean any Eligible Employee of a Participating
-----------
Corporation who is actively participating in the Plan.

A-2
<PAGE>

N. Participating Corporation shall mean the Corporation and such
-------------------------
Corporate Affiliate or Affiliates as may be authorized from time to time by the
Board to extend the benefits of the Plan to their Eligible Employees. The
Participating Corporations in the Plan are listed in attached Schedule A.

O. Plan shall mean the Corporation's 1999 Employee Stock Purchase
----
Plan, as set forth in this document.

P. Plan Administrator shall mean the committee of two (2) or more
------------------
Board members appointed by the Board to administer the Plan.

Q. Purchase Date shall mean the last business day of each Purchase
-------------
Interval. The initial Purchase Date shall be January 31, 2000.

R. Purchase Interval shall mean each successive six (6)-month period
-----------------
within the offering period at the end of which there shall be purchased shares
of Common Stock on behalf of each Participant.

S. Semi-Annual Entry Date shall mean the first business day in
----------------------
February and August each year on which an Eligible Employee may first enter an
offering period.

T. Stock Exchange shall mean either the American Stock Exchange or
--------------
the New York Stock Exchange.

U. Underwriting Agreement shall mean the agreement between the
----------------------
Corporation and the underwriter or underwriters managing the initial public
offering of the Common Stock.

A-3

<PAGE>

EXHIBIT 99.3

FORM OF STOCK OPTION AGREEMENT USED IN CONNECTION WITH OPTIONS GRANTED TO
CERTAIN INDIVIDUALS PURSUANT TO A WRITTEN
COMPENSATION AGREEMENT.
<PAGE>

NEITHER THIS OPTION NOR THE SHARES WHICH MAY BE PURCHASED HEREBY HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT
BE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED UNDER THE ACT AND THE RULES AND REGULATIONS
PROMULGATED THEREUNDER.

THIS OPTION AND THE SHARES WHICH MAY BE PURCHASED HEREBY ARE HELD SUBJECT TO THE
TERMS, COVENANTS AND CONDITIONS OF A SHAREHOLDERS' AGREEMENT DATED AS OF APRIL
30, 1998 BY AND AMONG THE COMPANY, THE CURRENT HOLDERS (AS DEFINED IN SUCH
AGREEMENT), AND THE CLASS B HOLDERS AS DEFINED IN SUCH AGREEMENT, AND MAY NOT BE
TRANSFERRED OR DISPOSED OF EXCEPT IN ACCORDANCE WITH THE TERMS AND PROVISIONS
THEREOF.

RAVISENT TECHNOLOGIES INC. (FORMERLY QUADRANT INTERNATIONAL, INC.)
-----------------------------------------------------------------
STOCK OPTION AGREEMENT
----------------------

THIS STOCK OPTION AGREEMENT (the "Option") is granted this 30th day of
April, 1998 by Quadrant International, Inc. a Pennsylvania corporation (the
"Company"), to [*Name of Optionee*] (the "Optionee").

WITNESSETH:

1. GRANT

The company hereby grants to the Optionee an Option to purchase on the
terms and conditions hereinafter set forth all or any part of an aggregate of
[*No. of shares*] shares of the Company's Common Stock, par value $0.01 per
share (the "Option Shares"), at the purchase price of $0.25 per share (the
"Option Price"). This Option is granted pursuant to the terms of a Appendix to
Sales Agreement Concerning Shares dated as of January 16, 1998 between the
Company, Erste CINCO Vermogensverwaltungs GmbH and Ulrich Sigmund, Hendrik Horak
and Jorg Ringelberg.

2. TERM
(a) General Rule.

The option granted hereunder shall be exercisable in installments,
with each installment first exercisable on the exercise date set forth in the
chart below for the number of Option Shares set forth across from such exercise
date. The Option granted hereunder shall terminate in all events at 5:00 p.m.
eastern standard time five (5) years from the date hereof, unless sooner
terminated under subsection 2(b) below.
<PAGE>

Exercise Date Percent of Option Shares
------------- ------------------------
April 30, 1999 25%
April 30, 2000 25%
April 30, 2001 25%
April 30, 2002 25%

Any installment may be exercised in whole or in part, except that this
Option may in no event be exercised with respect to fractional shares.

(b) Early Termination of Options.

Notwithstanding the provision of subsection 2(a), the right to
exercise this Option shall terminate upon the first to occur of the following:

(1) Expiration of three months from the date the Optionee's
employment or service with the Company or any Corporation which is a parent
corporation or a subsidiary corporation with respect to the Company within the
meaning of Section 424(e) of (f) of the Code (an "Affiliate") terminates for any
reason other than Disability (as defined in Section 22 (e) (3) of the Code) or
death;

(2) Expiration of one year from the date such employment or service
with the Company or its Affiliates terminates due to the Optionee's Disability
or death.

(3) The date that the employment or service of the Optionee
terminates for cause, as determined by the Committee (as defined below), which
shall include, without limitation, a determination that the Optionee has
breached his or her employment or service contract with the Company or an
Affiliate, or has been engaged in disloyalty to the Company or an Affiliate, or
has been engaged in disloyalty to the Company or an Affiliate, including,
without limitation, fraud, embezzlement, theft, commission of a felony or proven
dishonesty in the course of his or her employment or service, or has disclosed
trade secrets or confidential information of the Company or an Affiliate (in
such event, in addition to immediate termination of the Option, the Optionee
shall automatically forfeit all Option Shares for which the Company has not yet
delivered the share certificates upon refund by the Company of the Option Price,
and notwithstanding anything herein to the contrary, the Company may withhold
delivery of share certificates pending the resolution of any inquiry that could
lead to a finding resulting in a forfeiture); or

(4) The date, if any, set by the Board of Directors as an accelerated
expiration date in the event of the liquidation or dissolution of the Company or
on the occurrence of a Change of Control (as defined in Section 6).

In the event that the right to exercise this Option terminates
pursuant to either 2(b)(1) or 2(b)(2), this Option may be exercised
during the three-month or one-year period, as the case may be,
following the termination of employment or service only with

2
<PAGE>

respect to the number of Option Shares as to which this Option was
exercisable on the date of such termination of employment or service.
Following such termination of employment or service, this Option may
not covered by this Option, even though all or a portion of such
additional Option Shares would have become exercisable if the Optionee
were still employed or rendering services during such three-month or
one-year period.

The Board of Directors, in its administrative capacity with respect to
this Option and/or executive compensation, or, if so designated, any committee
designated by the Board of Directors to administer executive compensation with
respect to persons including the Optionee is referred to in this Option as the
"Committee."

3. TRANSFERS.

This option is not transferable by the Optionee otherwise that by will
or pursuant to the laws of descent and distribution in the event of the
Optionee's death (in which event that Option may be exercised by the heirs or
legal representatives of the Optionee, or pursuant to a Qualified Domestic
Relations Order. The Option may be exercised during the lifetime of the
Optionee only by the Optionee. Any attempt at assignment, transfer, pledge or
disposition of the Option contrary to the provisions hereof or the levy of any
execution, attachment or similar process upon the Option other than as expressly
permitted in this Section 3 shall be null and void and without effect. Any
exercise of the Option by a person other than the Optionee shall be accompanied
by appropriate proofs of the right of such person to exercise the Option.

4. METHOD OF EXERCISE AND PAYMENT.

(a) When exercisable under Section 2, the Option may be exercised by
written notice to the Company's Treasurer specifying the number of Option Shares
to be purchased and, unless the Option Shares are covered by a then current
registration statement or a Notification under Regulation A under the Securities
Act of 1933 (the "Act"), containing the Optionee's acknowledgement, in the form
and substance satisfactory to the Company, that the Optionee (a) is purchasing
such Option Shares for investment and not for distribution or resale (other than
a distribution or resale which, in the opinion of counsel satisfactory to the
Company, may be made without violating the registration provisions of the Act),
(b) has been advised and understand that (i) the Option Shares have not been
registered under the Act and are "restricted securities" within the meaning of
Rule 144 under the Act and are subject to restrictions on transfer and (ii) the
Company is under no obligation to register the Option Shares under the Act or to
take any action which would make available to the Optionee any exemption from
such registration, (c) has been advised and understands that such Option Shares
may not be transferred without compliance with all applicable United State
federal and state securities laws, and (d) has been advised and understands that
an appropriate legend referring to the restrictions contained in this Option may
be endorsed on the certificate. The notice shall be accompanied by payment of
the aggregate Option Price of the Option Shares being purchased and nay
additional amount which the Optionee is required to pay to the Company pursuant
to the provision of Section 11 hereof (a) in cash, (b) by certified or cashier's
check payable to the order of the Company, or (c) by such other mode of payment
as the Committee may approve. Such exercise shall be effective upon the actual
receipt by the Company's Treasurer of such written notice and payment.

3
<PAGE>

5. ADJUSTMENTS ON CHANGES IN CAPITALIZATION.

(a) In the event that, prior to delivery by the Company of all of the
Option Shares, the number of outstanding shares of the Company's Common Stock
are change by the reason of a reorganization, merger, consolidation,
recapitalization, reclassification, stock split, combination or exchange of
shares and the like or dividends payable in shares of the company's common
Stock, an equitable adjustment shall be made by the Committee in the aggregate
number of Option Shares an din the Option Price. Unless the Committee makes
other provisions for the equitable settlement of outstanding options, if the
Company shall be reorganized, consolidated, or merged with another corporation,
or if all substantially all of the assets of the Company shall be sold or
exchanged, the Optionee shall [(if and only if the Option does not become
immediately exercisable under Section 60] at the time of issuance of the stock
under such corporate event be entitled to receive upon the exercise of this
Option the same number and kind of shares of stock or the same amount of
property, cash or securities as he or she would have been entitled to receive
upon the occurrence of any such corporate event as if he or she had been,
immediately prior to such event, the holder of the Option Shares.

(b) Any adjustment under this Section 5 in the number of Option
Shares shall apply proportionately to only the unexercised portion of this
Option. If fractions of an Option Share would result from any such adjustment,
the adjustment shall be revised to the next lower whole number of Option Shares.

(c) The Committee shall authority to determine the adjustments to be
made under this Section, and any such determination by the Committee shall be
final, binding and conclusive.

(d) Notwithstanding the foregoing, no adjustment shall be made as a
result of the issuance of the Company's Common Stock upon the conversion of
other securities of the Company that are convertible into such Common Stock.

6. CHANGE OF CONTROL.

Notwithstanding anything to the contrary herein, if the Optionee is
then an employee of, member of the Board of Directors of, or consultant or
advisor to, the Company, upon a Change of Control (as defined below), all
Option Shares then subject to this Option shall automatically become exercisable
as the date of the Change in Control.

A "Change in Control" shall be deemed to have occurred upon the
earliest to occur of the following events: (i) the date of the shareholders of
the Company (or the Board of Directors, if shareholder action is not required)
approve a plan or other arrangement pursuant to which the Company will be
dissolved or liquidated, or (ii) the date the shareholders of the Company (or
the Board of Directors, if shareholder action is not required) approve a
definitive agreement to sell or otherwise dispose of substantially all of the
assets of the Company, or (iii) the date the shareholders of the Company (or the
Board of Directors, if shareholder not required) and the shareholders of the
other constituent corporation (or its board of directors if shareholder action
is not required) have approved a definitive agreement to merge or consolidate
the Company with or into such other corporation, other than, in either case, a
merger or consolidation of the Company in which holder of shares of the
Company's Common Stock immediately prior to the merger or consolidation will
have at least a majority of the ownership of

4
<PAGE>

common stock of the surviving corporation (and, if one class of common stock is
not the only class of voting securities entitled to vote on the election of
directors of the surviving corporation, a majority of the voting power of the
surviving corporation's voting securities) immediately after the merger or
consolidation, which common stock (and, if applicable, voting securities) is to
be held in the same proportion as such holders' ownership of Common Stock of the
Company immediately before the merger or consolidation, or (iv) the date any
entity, person or group, within the meaning of Section 13 (d)(3) or Section 14
(d)(2) of the Securities Exchange Act of 1934, as amended, other than the
Company or any of its subsidiaries, or any employee benefit plan (or related
trust) sponsored or maintained by the Company or any of its subsidiaries shall
have become the beneficial owner of, or shall have obtained voting control over,
fifty percent (50%) or more of the outstanding shares of the Company's Common
Stock.

7. LEGAL REQUIREMENTS.

If the listing, inclusion , registration or qualification of the
Option Shares upon any securities exchange, in any automated quotation system,
or under any federal or state law, or the consent or approval of any
governmental regulatory body is necessary as a condition of or in connection
with the purchase of any Option Shares, the Company may defer exercise of this
Option and shall not be obligated to issue or deliver the certificates
representing the Option Shares as to which this Option has been exercised unless
and until such listing, inclusion, registration, qualification, consent or
approval shall have been effected or obtained. If registration is considered
unnecessary by the Company, the Company may cause a legend to be placed on the
Option Shares being issued calling attention to their having been acquired for
investment and not having been registered.

8. NOTICE.

Any notice to be given to the Company shall be in writing and shall be
addressed to the Treasurer of the Company at its principal executive office and
any notice to be given to the Optionee shall be addressed to the Optionee at the
address then appearing on the personnel records of the Company or the Affiliate
of the Company by which he is employed, or at such other address as either party
hereafter may designate in writing to the other. Except as otherwise set forth
herein, any such notice shall be deemed to have been duly given, made and
received only when personally delivered or on the day delivery is guaranteed
when transmitted, addressed as aforesaid, to a third party company or
governmental entity provided delivery services in the ordinary course of
business, or two days following the day when deposited in the United States
mails, by registered or certified mail, postage prepaid, return receipt
requested, addressed as aforesaid. Notwithstanding the foregoing, any notice of
exercise pursuant to Section 4 shall be deemed to have been duly given, made or
received only upon actual receipt by, or upon tender of delivery to, the
addressee of such notice.

9. NO COMMITMENT TO RETAIN.

Nothing herein contained shall affect the right of the Company or any
Affiliate to terminate the Optionee's employment, services, responsibilities,
duties, or authority to represent the Company or any Affiliate at any time for
any reason whatsoever.

5
<PAGE>

10. AMENDMENT.

The Board of Directors of the Company shall have the right to amend
this Option, subject to the Optionee's consent if such amendment is not
favorable to the Optionee, except that the consent of the Optionee shall not be
required for any amendment made pursuant to Section 2(b)(4) or Section 6.

11. WITHHOLDING OF TAXES.

Whenever the Company proposes or is required to deliver or transfer
Option Shares in connection with the Exercise of this Option, the Company shall
have the right to (a) require the recipient to remit to the Company an amount
sufficient to satisfy any federal, state and/or local withholding tax
requirements prior to the delivery or transfer of any certificate or
certificates for such Option Shares or (b) take whatever action it deems
necessary to protect its interests with respect to tax liabilities.

12. NOTIFICATION OF COMPANY UPON EARLY DISPOSITION OF OPTION SHARES.

If, following the exercise of this Option in whole or in part, the
Optionee disposes of any Option Shares within two years from the date of grant
of this Option or within one year after the transfers of the Option Shares to
the Optionee, the Optionee shall give notice in writing to the Committee of such
disposition and shall provide the Committee with such other information as the
Committee may reasonably request.

IN WITNESS WHEREOF, the Company has granted this Option on the day and
year first above written.

QUADRANT INTERNATIONAL, INC.

BY:________________________________
Francis E. Wilde
President

ACKNOWLEDGED BY OPTIONEE:

BY:________________________________
[*Name of Optionee*]

<PAGE>

EXHIBIT 99.4

TEKNEMA, INC. 1996 STOCK OPTION PLAN

<PAGE>

TEKNEMA, INC. 1996 STOCK PLAN

SECTION 1. ESTABLISHMENT AND PURPOSE.

The purpose of the Plan is to offer selected individuals 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 Stock. The Plan provides
both for the direct award or sales of Shares and for the grant of Options to
purchase Shares. Options granted under the Plan may include Nonstatutory
Options as well as ISOs intended to qualify under Section 422 of the Code.

Capitalized terms are defined in Section 12.

SECTION 2. ADMINISTRATION.

(a) Committees of the Board of Directors. The Plan may be administered by
one or more Committees. Each Committee shall consist of two or more members of
the Board of Directors who have been appointed by the Board of Directors. Each
Committee shall have such authority and be responsible for such functions as the
Board of Directors has assigned to it. If no Committee has been appointed, the
entire Board of Directors shall administer the Plan. Any reference to the Board
of Directors in the Plan shall be construed as a reference to the Committee (if
any) to whom the Board of Directors has assigned a particular function.

(b) Authority of the Board of Directors. Subject to the provisions of the
Plan, the Board of Directors shall have full authority and discretion to take
any actions it deems necessary or advisable for the administration of the Plan.
All decisions, interpretations and other actions of the Board of Directors shall
be final and binding on all Purchases, all Optinees and all persons deriving
their rights from a Purchaser or Optoinee.

(c) Financial Reports. The Company each year shall furnish to Optionees,
Purchasers and shareholders who have received Stock under the Plan its balance
sheet and income statement, unless such Optionees, Purchasers or shareholders
are key Employees whose duties with the Company assures them access to
equivalent information. Such balance sheet and income statement need not be
audited.

SECTION 3. ELIGIBILITY.

(a) General Rule. Only Employees, Outside Directors and Consultants shall
be eligible for the grant of Options of the direct award or sale of Shares. Only
Employees shall be eligible for the grant of ISOs.

(b) Ten-Percent Shareholders. An individual who owns more than 10% of the
total combined voting power of all classes of outstanding stock of the Company,
its Parent or any of its Subsidiaries shall not be eligible for designation as
an Optionee or Purchaser unless (i) the Exercise Price is at least 110% of the
Fair Market Value of a Share on the date of grant, (ii) the Purchase Price (if
any) is at least 100% of the Fair Market value of a Share and (iii) in the case
of
<PAGE>

an ISO, such ISO by its terms is not exercisable after the expiration of five
years from the date of grant. For purposes of this Subsection (b), in
determining stock ownership, the attribution rules of Section 424(d) of the Code
shall be applied.

SECTION 4. STOCK SUBJECT TO PLAN.

(a) Basic Limitation. The aggregate number of Shares which may be issued
under the Plan (upon exercise of Options or other rights to acquire Shares)
shall not exceed 900,000 Shares, subject to adjustment pursuant to Section 8.
The number of Shares that are subject to Options or other rights outstanding at
any time under the Plan shall not exceed the number of Shares that 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 or other
right for any reason expires or is canceled or otherwise terminated, the Shares
allocable to the unexercised portion of such Option or other right shall again
be available for the purposes of the Plan. In the event that Shares issued under
the Plan are reacquired by the Company pursuant to any forfeiture provision,
right of repurchase or right of first refusal, such Shares shall again be
available for the purposes of the Plan, except that the aggregate number of
Shares which may be issued upon the exercise of ISOs shall in no event exceed
900,000 Shares (subject to adjustment pursuant to Section 8).

SECTION 5. TERMS AND CONDITIONS OF AWARD OR SALES.

(a) Stock Purchase Agreement. Each award or sale of Shares under the Plan
(other than upon exercise of an Option) shall be evidenced by a Stock Purchase
Agreement between the Purchaser and the Company. Such award or sale shall be
subject to all applicable terms and conditions of the Plan and may be subject to
any other terms and conditions which are not inconsistent with the Plan and
which the Board of Directors deems appropriate for inclusion in a Stock Purchase
Agreement. The provisions of the various Stock Purchase Agreements entered into
under the Plan need not be identical.

(b) Duration of Offers and Nontransferability of Rights. Any right to
acquire Shares under the Plan (other than an Option) shall automatically expire
if not exercised by the Purchaser within 30 days after the grant of such right
was communicated to the Purchaser by the Company. Such rights hall not be
transferable and shall be exercisable only by the Purchaser to whom such right
was granted.

(c) Purchase Price. The Purchase Price of Shares to be offered under the
Plan shall not be less than 85% of the Fair Market value of such Shares, and a
higher percentage may be required by Section 3(b). Subject to the preceding
sentence, the Purchase Price shall be determined by the Board of Directors at
its sole discretion. The Purchase Price shall be payable in a form described in
Section 7.

(d) Withholding Taxes. As a condition to the purchase of Shares, the
Purchaser shall make such arrangements as the Board of Directors may require for
the satisfaction of any federal,

2
<PAGE>

state, local or foreign withholding tax obligations that may arise in connection
with such purchase.

(e) Restrictions on Transfer of Shares and Minimum Vesting. Any Shares
awarded or sold under the Plan shall be subject to such special forfeiture
conditions, rights of repurchase, rights of first refusal and other transfer
restrictions as the Board of Directors may determine. Such restrictions shall be
set forth in the applicable Stock Purchase Agreement and shall apply in addition
to any restrictions that may apply to holders of Shares generally. Any right to
repurchase Shares at the original Purchase Price (if any) upon termination of
the Purchaser's Service shall lapse at least as rapidly as the following
schedule:

<TABLE>
<CAPTION>
Anniversary of Date Percentage of
of Sale or Award Shares Vested
------------------- -------------
<S> <C>
First 10%
Second 40%
Third 60%
Fourth 80%
Fifth 100%
</TABLE>

Any such repurchase right may be exercised only within 90 days after the
termination of Service for cash or for cancellation of indebtedness incurred in
purchasing the Shares.

(f) Accelerated Vesting. Unless the applicable Stock Purchase Agreement
provides otherwise, any right to repurchase a Purchaser's Shares at the original
Purchase Price (if any) upon termination of the Purchaser's Service shall lapse
and all of such Shares shall become vested if (i) the Company is subject to a
Change in Control and (ii) the repurchase right is not assigned to the entity
that employs the Purchase immediately after the Change in Control or to its
parent or subsidiary.

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 of the Plan
and may be subject to any other terms and conditions which are not inconsistent
with the Plan and which the Board of Directors 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.

(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 8. The Stock Option
Agreement shall also specify whether the Option is an ISO or a Nonstatutory
Option.

(c) Exercise Price. Each Stock Option Agreement shall specify the
Exercise Price. The Exercise Price of an ISO shall not be less than 100% of the
Fair Market Value of a Share on the date of grant, and a higher percentage may
be required by Section 3(b). The Exercise Price of a

3
<PAGE>

Nonstatutory Option shall not be less than 85% of the Fair Market Value of a
Share on the date of grant, and a higher percentage may be required by Section
3(b). Subject to the preceding two sentences, the Exercise Price under any
Option shall be determined by the Board of Directors at its sole discretion. The
Exercise Price shall be payable in a form described in Section 7.

(d) Withholding Taxes. As a condition to the exercise of an Option, the
Optionee shall make such arrangements as the Board of Directors 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 Board of Directors 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) Exercisability. Each Stock Option Agreement shall specify the date
when all or any installment of the Option is to become exercisable. An Option
shall become exercisable at least as rapidly as set forth in the following
schedule:

<TABLE>
<CAPTION>
Anniversary of Percentage of Shares
Date of Option Grant Exercisable
-------------------- --------------------

<S> <C>
First 10%
Second 40%
Third 60%
Fourth 80%
Fifth 100%
</TABLE>

Subject to the preceding sentence, the vesting provisions of any Stock Option
Agreement shall be determined by the Board of Directors at its sole discretion.

(f) Accelerated Exercisability. Unless the applicable Stock Option
Agreement provides otherwise, all of an Optionee's Options shall become
exercisable in full if (i) the Company s subject to a Change in Control, (ii)
such Options do not remain outstanding, (iii) such Options are not assumed by
the surviving corporation or its parent and (iv) the surviving corporation or
its parent does not substitute options with substantially the same terms for
such Options.

(g) Basic Term. The Stock Option Agreement shall specify the term of the
Option. The term shall not exceed 10 years from the date of grant, and a shorter
term may be required in Section 3(b). Subject to the preceding sentence, the
Board of Directors at its sole discretion shall determine when an Option is to
expire.

(h) Nontransferability. No Option shall be transferable by the Optionee
other than by beneficiary designation, will or the laws of descent and
distribution. An Option may be exercised during the lifetime of the Optionee
only by the Optionee or by the Optionee's guardian or legal representative. No
Option or interest therein may be transferred, assigned, pledged or hypothecated
by the Optionee during the Optionee's lifetime, whether by operation of law or
otherwise, or be made subject to execution, attachment or similar process.

4
<PAGE>

(i) Termination of Service (Except by Death). If an Optionee's Service
terminates for any reason other than the Optionee's death, then the Optionee's
Options shall expire on the earliest of the following occasions:

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

(ii) The date three months after the termination of the Optionee's
Service for any reason other than Disability; or

(iii) The date six months after the termination of the Optionee's
Service by reason of Disability.

The Optionee may exercise all or part of the Optionee's Options at any time
before the expiration of such Options under the preceding sentence, but only to
the extent that such Options had become exercisable before the Optionee's
Service terminated (or became exercisable as a result of the termination) and
the underlying Shares had vested before the Optionee's Service terminated (or
vested as a result of the termination). The balance of such Options shall lapse
when the Optionee's Service terminates. In the event that the Optionee dies
after the termination of the Optionee's Service but before the expiration of the
Optionee's Options, all or part of such Options may be exercised (prior to
expiration) by the executors or administrators of the Optionee's estate or by
any person who has acquired such Options directly from the Optionee by
beneficiary designation, bequest or inheritance, but only to the extent that
such Options had become exercisable before the Optionee's Service terminated (or
became exercisable as a result of the termination) and the underlying Shares had
vested before the Optionee's Service terminated (or vested as a result of the
termination).

(j) Leaves of Absence. For purposes of Subsection (h) above, Service
shall be deemed to continue while the Optionee is on a bona leave of absence, if
such leave was approved by the Company in writing and if continued crediting of
Service for this purpose is required by the terms of such leave or by applicable
law (as determined by the Company).

(k) Death of Optionee. If an Optionee dies while the Optionee is in
Service, then the Optionee's Options shall expire on the earlier of the
following dates:

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

(ii) The date 12 months after the Optionee's death.

All or part of the Optionee's Options may be exercised at any time before
the expiration of such Options under the preceding sentence by the executors or
administrators of the Optionee's estate or by any person who has acquired such
Options directly from the Optionee by beneficiary designation, bequest or
inheritance, but only to the extent that such Options had become exercisable
before the Optionee's death or became exercisable as a result of the death. The
balance of such Options shall lapse when the Optionee dies.

5
<PAGE>

(l) 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 the Optionee's Option until such person becomes entitled to receive
such Shares by filing a notice of exercise and paying the Exercise Price
pursuant to the terms of such Option.

(m) Modification, Extension and Assumption of Options. Within the
limitations of the Plan, the Board of Directors may modify, extend or assume
outstanding Options or may accept the cancellation of outstanding Options
(whether granted by the Company or another issuer) in return for the grant of
new Options for the same or a different number of Shares and at the same or a
different Exercise Price. The foregoing notwithstanding, no modification of an
Option shall, without the consent of the Optionee, impair the Optionee's rights
or increase the Optionee's obligations under such Option.

(n) Restrictions on Transfer of Shares and Minimum Vesting. Any Shares
issued upon exercise of an Option shall be subject to such special forfeiture
conditions, rights of repurchase, rights of first refusal and other transfer
restrictions as the BOARD OF Directors may determine. Such restrictions shall be
set forth in the applicable Stock Option Agreement and shall apply in addition
to any restrictions that may apply to holders of Shares generally. Any right to
repurchase an Optionee's Shares at the original Exercise Price upon termination
of the Optionee's Service shall lapse at least as rapidly as the schedule set
forth in Subsection (e) above. Any such repurchase right may e exercised only
within 90 days after the termination of the Optionee's Service for cash or for
cancellation of indebtedness incurred in purchasing the Shares. The repurchase
right shall lapse and vesting of all Shares shall automatically accelerate if
(i) the Company is subject to a Change in Control, (ii) the repurchase right is
not assigned to a surviving entity that employs the Optionee immediately after
the Change in Control and (iii) the applicable Stock Option Agreement does not
provide otherwise.

(o) Accelerated Vesting. Unless the applicable Stock Option Agreement
provides otherwise, any right to repurchase an Optionee's Shares at the original
Exercise Price upon termination of the Optionee's Service shall lapse and all of
such Shares shall become vested if (i) the Company is subject to a Change in
Control and (ii) the repurchase right is not assigned to the entity that employs
the Optionee immediately after the Change in Control or to its parent or
subsidiary.

SECTION 7. PAYMENT FOR SHARES.

(a) General Rule. The entire Purchase Price or Exercise Price of Shares
issued under the Plan shall be payable in cash at the time when such Share are
purchased, except as otherwise provided in this Section 7.

(b) Surrender of Stock. To the extent that a Stock Option Agreement so
provides, payment may be made all or in part with Shares owned by the Optionee
or Optionee's representative. Such Shares shall be surrendered to the Company in
good form for transfer and shall be valued at their Fair Market Value on the
date when the Options is exercised. This Subsection (b) shall not apply to the
extent that acceptance of Share in payment of the Exercise Price would cause the
Company to recognize compensation expense with respect to the Option for
financial reporting purposes.

6
<PAGE>

(c) Services Rendered. At the discretion of the Board of Directors,
Shares may be awarded under the Plan in consideration of services rendered to
the Company, a Parent or a Subsidiary prior to the award.

(d) Promissory Note. To the extent that a Stock Option Agreement or Stock
Purchase Agreement so provides, all or a portion of the Exercise Price or
Purchase Price (as the case may be) of Shares issued under the Plan may be paid
with a full-recourse promissory note, provided that (i) the Shares are pledged
as security for payment of the principal amount of the promissory note and
interest thereon and (ii) the interest rate payable under the terms of the
promissory note shall not be less than the minimum rate (if any) required to
avoid the imputation of additional interest under the Code. Subject to the
foregoing, the Board of Directors (at its sole discretion) shall specify the
term, interest rate, amortization requirements (if any) and other provisions of
such note.

(e) Exercise/Sale. To the extent that a Stock Option Agreement so
provides, and if Stock is publicly traded, payment may be made all or in part by
the delivery (on a form prescribed by the Company) or an irrevocable direction
to a securities broker approved by the Company to sell Shares and to deliver all
or part of the sales proceeds to the Company in payment of all or part of the
Exercise Price and any withholding taxes.

(f) Exercise/Pledge. To the extent that a Stock Option Agreement so
provides, and if Stock is publicly traded, payment may be made all or in part by
the delivery (on a form prescribed by the Company) of an irrevocable direction
to pledge Shares to a securities broker or lender approved by the Company, as a
security for a loan, and to deliver all or part of the loan proceeds to the
Company in payment of all or part of the Exercise Price and any withholding
taxes.

SECTION 8. ADJUSTMENT OF SHARES.

(a) General. In the event of a subdivision of the outstanding Stock, a
declaration of a dividend payable in Shares, a declaration of an extraordinary
dividend payable in a form other than Shares in an amount that has a material
effect on the Fair Market Value of the Stock, a combination or consolidation of
the outstanding Stock into lesser number of Shares, a recapitalization, a spin-
off, a reclassification or a similar occurrence, the Board of Directors shall
make appropriate adjustments in one or more of (i) the number of Shares
available for future grants under Section 4, (ii) the number of Shares covered
by each outstanding Option or (iii) the Exercise Price under each outstanding
Option.

(b) Mergers and Consolidations. In the event that the Company is a party
to a merger or consolidation, outstanding Options shall be subject to the
agreement of merger of consolidation. Such agreement, without the Optionees'
consent, may provide for:

(i) The continuation of such outstanding Options by the Company (if
the Company is the surviving corporation);

(ii) The assumption of the Plan and such outstanding Options by the
surviving corporation or its parent;

7
<PAGE>

(iii) The substitution by the surviving corporation or its parent of
its options with substantially the same terms for such outstanding
Options; or

(iv) The payment of a cash settlement for exercisable Options equal
to the difference between the amount to be paid for one Share under such
agreement and the Exercise Price, and the cancellation of Options not
exercised or settled.

(c) Reservation of Rights. Except as provided in this Section 8, and
Optionee or Purchaser shall have no rights by reason of (i) any subdivision or
consolidation of shares of stock of any class, (ii) the payment of any dividend
or (iii) any other increase or decrease in the number of shares of stock of any
class. any issuance by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, shall not affect, and
no adjustment by reason thereof shall be made with respect to, the number or
Exercise Price of Shares subject to an Option. The grant of an Option pursuant
to the Plan shall not affect in any way the right or power of the Company to
make adjustment, reclassifications, reorganizations or changes of its capital of
business structure, to merge or consolidate or to dissolve, liquidated, sell or
transfer all or any part of its business or assets.

SECTION 9. SECURITIES LAWS.

Shares shall not be issued under the Plan unless the issuance and delivery
of such shares comply with (or are 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 or other securities
market on which the Company's securities may then be traded.

SECTION 10. NO RETENTION RIGHTS.

Nothing in the Plan or in any right or Option granted under the Plan shall
confer upon the Purchaser or Optionee any right to continue in Service for any
period of specific duration or interfere with or otherwise restrict in any way
the rights of the Company (or any Parent or Subsidiary employing or retaining
the Purchaser or Optionee) or of the Purchaser or Optionee, which rights are
hereby expressly reserved by each, to terminate his or her Service at any time
and for any reason, with or without cause.

SECTION 11. DURATION AND AMENDMENTS.

(a) Term of the Plan. The Plan, as set forth herein, shall become
effective on the date of its adoption by the Board of Directors, subject to the
approval of the Company's shareholders. In the event that the shareholders fail
to approve the Plan within 12 months after its adoption by the Board of
Directors, any grants of Options or sales or awards of Shares that have already
occurred shall be rescinded, and no additional grants, sales or awards shall be
made thereafter under the Plan. The Plan shall terminate automatically 10 years
after its adoption by the Board of Directors and may be terminated on any
earlier date pursuant to Subsection (b) below.

(b) Right to Amend or Terminate the Plan.

8
<PAGE>

The Board of Directors 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 8), 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.

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 or any Option previously granted under the Plan.

SECTION 12. DEFINITIONS.

(a) "Board of Directors" shall mean the Board of Directors of the
Company, as constituted from time to time.

(b) "Change in Control" shall mean:

(i) A merger or consolidation in which securities possessing more than
50% of the total combined voting power of the Company's outstanding
securities are transferred to one or more persons who were not shareholders
of the Company immediately before such merger or consolidation; or

(ii) The sale, transfer or other disposition of all or substantially
all of the Company's assets.

A transaction shall not constitute a Change in Control if its sole purpose is to
change the state of the Company's incorporation or to create a holding company
that will be owned in substantially the same proportions by the persons who held
the Company's securities immediately before such transaction.

(d) "Committee" shall mean a committee of the Board of Directors, as
described in Section 2(a).

(e) "Company" shall mean Teknema, Inc., a California corporation.

(f) "Consultant" shall mean an individual who performs bona fide services
for the Company, a Parent or a Subsidiary as a consultant or advisor, excluding
Employees and Outside Directors.

(g) "Disability" shall mean that the Optionee is unable to engage in any
substantial gainful activity by reason of any medically determinable physical or
mental impairment.

9
<PAGE>

(h) "Employee" shall mean any individual who is a common-law employee of
the Company, a Parent or a Subsidiary.

(i) "Exercise Price" shall mean the amount for which one Share may be
purchased upon exercise of an Option, as specified by the Board of Directors in
the applicable Stock Option Agreement.

(j) "Fair Market Value" shall mean the fair market value of a Share, as
determined by the Board of Directors in good faith. Such determination shall be
conclusive and binding on all persons.

(k) "ISO" shall mean an employee incentive stock option described in
Section 422(b) of the Code.

(l) "Nonstatutory Option" shall mean a stock option not described in
Sections 422(b) or 423(b) of the Code.

(m) "Option" shall mean an ISO or Nonstatutory Option granted under the
Plan and entitling the holder to purchase Shares.

(n) "Optionee" shall mean an individual who holds an Option.

"Outside Director" shall mean a member of the Board of Directors who is not
an Employee.

(o) "Parent" shall mean any corporation (other than the Company) in an
unbroken chain of corporations ending with the Company, if each of the
corporations other than the Company owns stock possessing 50% or more of the
total combined voting power of all classes of stock in one of the other
corporations in such chain. A corporation that attains the status of a Parent on
a date after the adoption of the Plan shall be considered a Parent commencing as
of such date.

(p) "Plan" shall mean this Teknema, Inc. 1996 Stock Plan.

(q) "Purchase Price" shall mean the consideration for which one Share may
be acquired under the Plan (other than upon exercise of an Option), as specified
by the Board of Directors.

(r) "Purchaser" shall mean an individual to whom the Board of Directors
has offered the right to acquire Shares under the Plan (other than upon exercise
of an Option).

(s) "Service" shall mean service as an Employee, Outside Director or
Consultant.

(t) "Share" shall mean one share of Stock, as adjusted in accordance with
Section 8 (if applicable).

(u) "Stock" shall mean the Common Stock of the Company.

10
<PAGE>

(v) "Stock Option Agreement" shall mean the agreement between the Company
and an Optionee which contains the terms, conditions and restrictions pertaining
to the Optionee's Option.

(w) "Stock Purchase Agreement" shall mean the agreement between the
Company and a Purchaser who acquires Shares under the Plan which contains the
terms, conditions and restrictions pertaining to the acquisition of such Shares.

(x) "Subsidiary" means any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company, if each of the
corporations other than the last corporation in the unbroken chain owns stock
possessing 50% or more of the total combined voting power of all classes of
stock in one of the other corporations in such chain. 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.

SECTION 13. EXECUTION.

To record the adoption of the Plan by the Board of Directors, the Company
has caused its authorized officer to execute the same.

TEKNEMA, INC.

By:
-----------------------------

Title:
--------------------------

<PAGE>

EXHIBIT 99.5

FORM OF ASSUMPTION AGREEMENT

<PAGE>

STOCK OPTION ASSUMPTION AGREEMENT,

WAIVER AND RELEASE

This Stock Option Assumption Agreement, Waiver and Release (the
"Agreement and Release") is made and entered into by and between RAVISENT
- ----------------------
Technologies Inc., Teknema, Inc. and ________________ ("Employee") as of the
--------
Effective Time, as such term is defined in the Agreement and Plan of
Reorganization dated as of October 8, 1999 (the "Merger Agreement") by and among
----------------
Acquiror, Merger Sub and Target ("Target"). Capitalized terms used in this
------
Agreement and Release without definition have the respective meanings assigned
to them in the Merger Agreement.

Recitals
--------

Employee holds certain vested and unvested options to acquire shares
of common stock, par value $.001 per share, of Target ("Target Options"), as set
--------------
forth in Annex I hereto (the "Employee Options"). The Merger Agreement provides
------- ----------------
that at the Effective Time, Target Options which are outstanding and immediately
prior to the Effective Time shall be assumed and converted into an option to
acquire the applicable number of shares or fraction of a share of common stock,
par value $.001, of Acquiror (the "Acquiror Common Stock") subject to the escrow
---------------------
of ten percent (10%) of the Target Options as provided in the Merger Agreement.
In addition, the Merger Agreement provides that, immediately prior to the
Effective Time, (i) each Assumed Option (as defined herein) (other than Assumed
Options held by ______________, ______________, __________________ and _____
_____ (each a "Principal" and collectively the "Principals")) shall be credited
for an additional nine months of vesting, effective as of the Effective Time;
(ii) the vesting schedule applicable to the Principals' Assumed Options which
are unvested immediately prior to the Effective Time shall be modified so that
(A) seventy-five percent (75%) of such unvested Assumed Options held by the
Principals shall become vested, and the right of repurchase with respect to
seventy-five percent (75%) of such unvested Assumed Options held by the
Principals shall lapse, and (B) twenty-five percent (25%) of such Assumed
Options held by the Principals shall not be exercisable or vest, and the right
of repurchase applicable to twenty-five percent (25%) of such Assumed Options
held by the Principals shall not lapse, either in whole or in part, until the
third anniversary of the Effective Time; and (iii) each Principal shall be
required to enter into an agreement restricting his ability to sell Acquiror
Common Stock for a two year period after the Effective Time, subject to certain
exceptions. It is a condition to the obligations of Acquiror to complete the
Merger that each Target Option holder shall have entered into, executed and
delivered an Agreement and Release acknowledging and agreeing to the treatment
of Target Options prescribed by the Merger Agreement and releasing and waiving
any and all claims in connection with the Target Options, in form reasonably
acceptable to Acquiror.

Therefore, Acquiror, Target and Employee hereby mutually agree as
follows:

Agreement
---------

Section 1. Assumption of Employee Options.
------------------------------
<PAGE>

(a) Assumption. On the terms and subject to the conditions set forth in
----------
this Agreement and Release, and subject (as a condition precedent) to the
execution, delivery and effectiveness of this Agreement and Release by Employee
and the occurrence of the Effective Time of the Merger pursuant to the Merger
Agreement, Acquiror hereby assumes the Employee Options set forth in Annex I
-------
hereto, such assumption to be effective as of the Effective Time of the Merger.
Employee hereby acknowledges and agrees that each Assumed Option shall continue
to have, and be subject to, the same terms and conditions set forth in the
Target Stock Option Plan (if applicable) and the applicable stock option
agreement as in effect immediately prior to the Effective Time, and except that:

(i) each Assumed Option will be exercisable for that number of whole
shares of Acquiror Common Stock equal to the product of the number of
shares of Target Common Stock that were issuable upon exercise of such
Assumed Option immediately prior to the Effective Time multiplied by the
Option Exchange Ratio (as defined in the Merger Agreement) and rounded down
to the nearest whole number of shares of Acquiror Common Stock;

(ii) the per share exercise price for the shares of Acquiror Common
Stock issuable upon exercise of each Assumed Option will be equal to the
quotient obtained by dividing the exercise price per share of Target Common
Stock at which such Assumed Option was exercisable immediately prior to the
Effective Time by the Option Exchange Ratio (as defined in the Merger
Agreement), rounded up to the nearest whole cent; and

(b) Escrow. Employee hereby acknowledges and agrees that ten percent (10%)
------
of the Assumed Options shall be held in escrow pursuant to the Merger Agreement
and the Escrow Agreement entered into in connection therewith for a one year
period following the Effective Time; and Stathis Kassimidis shall act as the
agent for Employee with respect to the Assumed Options held in escrow.

(c) Status as Incentive Stock Options. Employee hereby acknowledges and
---------------------------------
agrees that, although it was the intention of Acquiror and Target that the
Assumed Options qualify, to the maximum extent permissible, following the
Effective Time as incentive stock options as defined in Section 422 of the
Internal Revenue Code to the extent such options qualified as incentive stock
options prior to the Effective Time, the Target Options held by Employee may not
qualify as incentive stock options and may instead be treated as nonqualifying
options, which are subject to less favorable tax treatment than incentive stock
options.

Section 2. Certain Further Acknowledgments.
-------------------------------

(a) Assumption of Other Target Options. Employee hereby acknowledges and
----------------------------------
agrees that, pursuant to Section 1.6(d) of the Merger Agreement, at the
Effective Time, the Target 1996 Stock Option Plan (the "Target Stock Option
-------------------
Plan") and all Target Options outstanding as of the Effective Time which are
held by holders who have delivered a Stock Option Assumption Agreement, Waiver
and Release in the form of this Agreement and Release shall be assumed by
Acquiror (each such Target Option an "Assumed Option" and collectively the
--------------
"Assumed Options").
- ----------------

2
<PAGE>

(b) Treatment of Certain Target Options. Employee acknowledges and agrees
-----------------------------------
That each Assumed Option (other than Assumed Options held by _________________,
__________________, ________________ and ___________ (each a "Principal" and
collectively the "Principals")) has heretofore been credited by Teknema for an
additional nine months of vesting, effective as of the Effective Time, and that
no additional vesting is granted by this Agreement and Release. Employee
further acknowledges and agrees that (i) the vesting schedule applicable to the
Principals' Assumed Options which are unvested immediately prior to the
Effective Time has been modified by Teknema so that (A) seventy-five percent
(75%) of such unvested Assumed Options held by the Principals have become
vested, and the right of repurchase with respect to seventy-five percent (75%)
of such unvested Assumed Options held by the Principals has lapsed (in each case
effective as of the Effective Time) and (B) twenty-five percent (25%) of such
Assumed Options held by the Principals shall not be exercisable or vest, and the
right of repurchase applicable to twenty-five percent (25%) of such Assumed
Options held by the Principals shall not lapse, either in whole or in part,
until the third anniversary of the Effective Time, and (ii) each Principal is
required by the Merger Agreement to enter into an agreement restricting his
ability to sell Acquiror Common Stock for a two year period after the Effective
Time, subject to certain exceptions.

Section 3. Payment of Taxes. Employee shall be solely and fully
----------------
responsible for all applicable federal, state and local income, employment and
payroll taxes with respect to the exercise of Employee's options.

Section 4. RELEASE OF CLAIMS. In consideration for the assumption of
-----------------
Employee's Assumed Options and the grant of additional vesting described in
Section 1 above, Employee and his successors release Target, Acquiror, Merger
Sub, their affiliates and their shareholders, investors, directors, officers,
employees, agents, attorneys, legal successors and assigns of and from any and
all claims, actions and causes of action, whether now known or unknown, which
Employee now has, or at any other time had, or shall or may have against the
released parties under or relating to any Target Stock Option, the status
thereof as an incentive stock option.

(a) Employee acknowledges that he has read Section 1542 of the Civil
Code of the State of California, which states in full that:

"A general release does not extend to claims which the creditor does
not know or suspect to exist in his favor at the time of executing the
release, which if known by him must have materially affected his
settlement with the debtor."

(b) Employee waives any rights that he has or may have under Section
1542 to the full extent that he may lawfully waive such rights pertaining to
this release of claims, and affirms that he is releasing all known and unknown
claims relating to the subject matter of this Agreement and Release that he has
or may have against the parties listed above.

(c) Employee understands that he should consult with an attorney prior
to signing this Agreement and Release and that he is giving up legal claims he
may have

3
<PAGE>

against the parties released above by signing this Agreement and Release.
Employee acknowledges that he is signing this Agreement and Release knowingly,
willingly and voluntarily in exchange for the consideration described herein.

Section 5. Arbitration. Any claim, dispute or controversy arising
-----------
out of this Agreement and Release, the interpretation, validity or
enforceability of this Agreement and Release or the alleged breach thereof shall
be submitted by the parties to binding arbitration in Philadelphia, Pennsylvania
or elsewhere by mutual agreement. The arbitration shall be conducted by a three
(3) person panel, selected as follows: Acquiror and Employee shall each select
one arbitrator, and the two (2) selected arbitrators shall select in their sole
discretion a third arbitrator. The arbitration procedure shall be governed by
the arbitration rules of the American Arbitration Association. All costs and
expenses of arbitration (or litigation to enforce such arbitration), including
but not limited to attorneys fees and other costs reasonably incurred by
Employee, shall be paid by party which does not prevail. Judgment may be
entered on the award of the arbitration in any court having jurisdiction.

Section 6. Interpretation. The parties agree that this Agreement and
--------------
Release shall be interpreted in accordance with and governed by the laws of the
State of California, without regard to such state's conflict of laws rules.

Section 7. Successors and Assigns.
----------------------

(a) Successors of Acquiror and Target. This Agreement and Release shall be
---------------------------------
inure to the benefit of and be enforceable by and be binding upon any successor
or assignee of Acquiror and Target (whether direct or indirect, by purchase,
merger, consolidation or otherwise).

(b) Heirs of Employee. This Agreement and Release shall inure to the
-----------------
benefit of and be enforceable by the Employee's personal and legal
representatives, executors, administrators, successors, heirs, distributees,
devisees and legatees.

Section 8. Validity. If any one or more of the provisions (or any part
--------
thereof) of this Agreement and Release shall be held invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions (or any part thereof) shall not in any way be affected or
impaired thereby.

Section 9. Modification. This Agreement and Release may only be modified
------------
or amended by a written agreement signed by Employee, Acquiror and Target.

Section 10. Counterparts. This Agreement and Release may be executed in
------------
counterparts, each of which shall be deemed an original.

4
<PAGE>

IN WITNESS WHEREOF, the parties have executed this Agreement and Release
this __ day of ________________, 1999.

TARGET

By:
-------------------------------

Title:
----------------------------

ACQUIROR

By:
-------------------------------

Title:
----------------------------

EMPLOYEE

----------------------------------
Employee's Signature

Address

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