<PAGE>
MINDARROW SYSTEMS, INC.
2000 STOCK INCENTIVE PLAN
1. The Plan.
--------
1.1 Purpose. The purpose of this Plan is to promote the success of the Company
-------
and the interests of its stockholders by attracting, motivating, retaining
and rewarding certain officers, employees, directors and other eligible
persons with awards and incentives for high levels of individual
performance and improved financial performance of the Company. Capitalized
terms used herein are defined in Section 5.
1.2 Administration and Authorization; Power and Procedure.
-----------------------------------------------------
1.2.1 Committee. This Plan will be administered by and all Awards will be
---------
authorized by the Committee. Action of the Committee with respect to
its authority under this Plan shall be taken pursuant to a majority
vote or by unanimous written consent of its members.
1.2.2 Plan Awards; Interpretation; Powers of Committee. Subject to the
------------------------------------------------
express provisions of this Plan and any express limitations on the
delegated authority of a Committee, the Committee will have the
authority to:
(a) determine eligibility and the particular Eligible Persons who
will receive Awards;
(b) grant Awards to Eligible Persons, determine the price at which
securities will be offered or awarded and the amount of
securities to be offered or awarded to any of such persons, and
determine the other specific terms and conditions of Awards
consistent with the express limits of this Plan, establish the
installments (if any) in which such Awards will become
exercisable or will vest, and the respective consequences
thereof, or determine that no delayed exercisability or vesting
is required, and establish the events of termination or
reversion of such Awards;
(c) approve the forms of Award Agreements, which need not be
identical either as to type of Award or among Participants;
(d) construe and interpret this Plan and any Award or other
agreements defining the rights and obligations of the Company
and Participants under this Plan, further define the terms used
in this Plan, and prescribe, amend and rescind rules and
regulations relating to the administration of this Plan;
(e) cancel, modify, or waive the Corporation's rights with respect
to, or modify, discontinue, suspend, or terminate any or all
outstanding Awards held by Eligible Persons, subject to any
required consent under Section 4.5;
1
