WILDBLUE COMMUNICATIONS INC, S-1, EX-10.28, 2000-10-06

WILDBLUE COMMUNICATIONS INC
S-1, EX-10.28, 2000-10-06

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EXHIBIT 10.28

iSKY, INC.

1999 STOCK OPTION/STOCK ISSUANCE PLAN

ARTICLE ONE

GENERAL PROVISIONS

I. PURPOSE OF THE PLAN

This 1999 Stock Option/Stock Issuance Plan (the "Plan") is
intended to promote the interests of iSky, Inc. (the "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 Corporation's service.

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 two separate equity programs:

1. 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, and

2. 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 to the Corporation (or any Parent or Subsidiary).

B. The provisions of Articles One and Four 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. Except as provided in Paragraph B of this Section III, the Plan
shall be administered by the Board or one or more committees appointed by the
Board, provided that (1) beginning with the Section 12 Registration Date, the
Primary Committee shall have sole and exclusive authority to administer the Plan
with respect to Section 16 Insiders, and (2) administration of the Plan may
otherwise, at the Board's discretion, be vested in the Primary Committee or a
Secondary Committee.

B. 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.

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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.

C. Each Plan Administrator shall, within the scope of its
administrative functions under the Plan, have full power and authority (subject
to the provisions of the Plan) to establish such rules and regulations as it may
deem appropriate for proper administration of the Discretionary Option Grant
Program and the Stock Issuance Program and to make such determinations under,
and issue such interpretations of, the provisions of such programs and any
outstanding options or stock issuances thereunder as it may deem necessary or
advisable. Decisions of the Plan Administrator within the scope of its
administrative functions under the Plan shall be final and binding on all
parties who have an interest in the Discretionary Option Grant Program and/or
the Stock Issuance Program under its jurisdiction or any option or stock
issuance thereunder.

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 option grants or stock issuances under the
Plan.

IV. ELIGIBILITY

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

1. Employees,

2. non-employee members of the Board or the board of directors
of any Parent or Subsidiary of the Corporation, and

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

B. Each Plan Administrator shall, within the scope of its
administrative jurisdiction under the Plan, have full authority to determine:
(i) with respect to option grants under the Discretionary Option Grant Program,
which eligible persons are to receive option grants, the time or times when such
option grants are to be made, the number of shares to be covered by each such
grant, the status of the granted option as either an Incentive Option or a
Non-Statutory Option, the time or times when each option is to become
exercisable, the vesting schedule (if any) applicable to the option shares and
the maximum term for which the option is to remain outstanding and (ii) with
respect to stock issuances under the Stock Issuance Program, which eligible
persons are to receive stock issuances, the time or times when such issuances
are to be made, the number of shares to be issued to each Participant, the
vesting schedule (if any) applicable to the issued shares and the consideration
for such shares.

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C. The Plan Administrator shall have the absolute discretion either to
grant options in accordance with the Discretionary Option Grant Program or to
effect stock issuances in accordance with the Stock Issuance 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
10,000,000 shares.

B. Shares of Common Stock subject to outstanding options shall be
available for subsequent issuance under the Plan to the extent those options
expire or terminate for any reason prior to being exercised in full. Unvested
shares issued under the Plan and subsequently cancelled or repurchased by the
Corporation, at the original 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.

C. 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 number and/or class of securities for which any one person may be
granted stock options, separately exercisable stock appreciation rights and
direct stock issuances under the Plan per calendar year; and (iii) the number
and/or class of securities and the exercise price per share in effect under each
outstanding option under the Plan. Such adjustments to the outstanding options
are to be effected in a manner that 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.

ARTICLE TWO

DISCRETIONARY OPTION GRANT PROGRAM

I. TERMS APPLICABLE TO ALL OPTIONS

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 a price not less than eighty-five percent (85%) of the Fair
Market Value per share of Common Stock on the option grant date; provided,
however, that the Plan Administrator may fix the exercise price at less than 85%
if the Optionee, at the time of the option grant, shall have made a payment to
the Corporation (including payment made by means of a salary reduction) equal to

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the excess of the Fair Market Value of the Common Stock on the option grant date
over such exercise price.

2. The exercise price shall become immediately due upon
exercise of the option and may, subject to the provisions of Section I of
Article Four and the documents evidencing the option, be payable in one or more
of the forms specified below:

i. cash or check made payable to the Corporation,

ii. with respect to the exercise of options after the
Section 12 Registration Date, 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,

iii. with respect to the exercise of options for
vested shares after the Section 12 Registration Date and to the extent the sale
complies with all applicable laws relating to the regulation and sale of
securities, through a special sale and remittance procedure pursuant to which
the Optionee shall concurrently provide irrevocable written instructions to (a)
a Corporation-designated 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, or

iv. a reduction in the number of shares of Common
Stock issuable upon exercise of the option by that number of shares of Common
Stock having an aggregate Fair Market Value (as of the Exercise Date) in excess
of the applicable exercise price therefor equal to the aggregate exercise price
of the Common Stock to be purchased pursuant to the option.

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. EFFECT OF TERMINATION OF SERVICE.

1. Subject to the Plan Administrator's authority to vary the
terms of each option grant, including, but not limited to provisions regarding
exercise of options upon termination for Service or death, the following
provisions shall govern the exercise of any options held by the Optionee at the
time of cessation of Service or death:

i. If the Service if the Optionee is terminated by
the Company for "Cause" during the option term, all options exercisable as of
the date of termination may be

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exercised by the Optionee at any time within three months following the date of
such termination (provided that such exercise must occur within the option
term), but not thereafter.

ii. If the Service of the Optionee is terminated
voluntarily by the Optionee within the option period, all options exercisable as
of the date of such termination may be exercised by the Optionee at any time
within three months following the date of such termination (provided that such
exercise must occur within the option term), but not thereafter.

iii. If the Service of the Optionee is terminated by
Company within the Option Period for any reason other than Cause, "Disability"
or death, all options held by the Optionee, whether or not then exercisable,
shall become 100% vested and exercisable and may be exercised by Optionee at any
time following the date of such termination (provided that such exercise must
occur within the option term).

iv. If the Optionee dies within the option term,
during his or her Service, options exercisable on the date of death may be
exercised by those entitled to do so under his or her will or by the laws of
descent and distribution within one year following his or her death (provided
that such exercise must occur within the option term), but not thereafter.

v. If the Optionee becomes Disabled within the Option
Period and during his or her Service, options exercisable as of the date of such
Disability may be exercised within one year following the termination of Service
(provided that such exercise must occur within the option term), but not
thereafter.

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, to:

i. extend the period of time for which the option is
to remain exercisable following the Optionee's cessation of Service from the
limited exercise period otherwise in effect for that option to such greater
period of time as the Plan Administrator shall deem appropriate, but in no event
beyond the expiration of the option term, and/or

ii. permit the option to be exercised, during the
applicable post-Service exercise period, not only with respect to the number of
vested shares of Common Stock for which such option is exercisable at the time
of the Optionee's cessation of Service but also with respect to one or more
additional installments in which the Optionee would have vested had the Optionee
continued in Service.

D. SHAREHOLDER RIGHTS. The holder of an option shall have no
shareholder 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 and
to reserve the right to repurchase any or all of those unvested shares should
the Optionee thereafter cease to be in Service to the Corporation. The terms
upon which such repurchase right shall be exercisable (including the period and
procedure for exercise and the appropriate vesting schedule for the

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purchased shares) shall be established by the Plan Administrator and set forth
in the document evidencing such repurchase right.

F. LIMITED TRANSFERABILITY OF OPTIONS. During the lifetime of the
Optionee, 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.

G. VESTING PROVISIONS.

1. Options granted under the Discretionary Option Grant
Program may, in the discretion of the Plan Administrator, be fully and
immediately vested upon issuance or may vest in one or more installments over
the Participant's period of Service or upon attainment of specified performance
objectives. The elements of the vesting schedule applicable to any unvested
options issued under the Discretionary Option Grant Program, namely:

i. the Service period to be completed by the
Participant or the performance objectives to be attained,

ii. the number of installments in which the shares
are to vest,

iii. the interval or intervals (if any) which are to
lapse between installments, and

iv. the effect which death, Disability or other event
designated by the Plan Administrator is to have upon the vesting schedule,

shall be determined by the Plan Administrator and incorporated into the Stock
Issuance Agreement.

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 the Participant's
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 shareholder rights with
respect to any shares of Common Stock issued to the Participant under the Stock
Issuance Program, whether or not the Participant's interest in those shares is
vested. Accordingly, the Participant shall have the right to vote such shares
and to receive any regular cash dividends paid on such shares.

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shares. To the extent the surrendered shares were previously issued to the
Participant for consideration paid in cash or cash equivalent, the Corporation
shall repay to the Participant the cash consideration paid for the surrendered
shares.

5. The Plan Administrator may in its discretion waive the
surrender and cancellation of one or more unvested shares of Common Stock that
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 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.

II. TERMS APPLICABLE ONLY TO 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 Four shall be applicable to Incentive
Options. Options that 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% SHAREHOLDER. If any Employee to whom an Incentive Option is
granted is a 10% Shareholder, 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.

ARTICLE THREE

STOCK ISSUANCE PROGRAM

I. STOCK ISSUANCES

Shares of Common Stock may be issued under the Stock Issuance
Program through direct and immediate issuances without any intervening option
grants. Each such stock

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issuance shall be evidenced by a Stock Issuance Agreement that complies with the
terms specified below.

II. STOCK ISSUANCE TERMS

A. PURCHASE PRICE.

1. The purchase price per share shall be fixed by the Plan
Administrator, but shall not be less than eighty-five percent (85%) of the Fair
Market Value per share of Common Stock on the issuance date.

2. Subject to the provisions of Section I of Article Four,
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 PROVISIONS.

1. Shares of Common Stock issued under the Stock Issuance
Program may, in the discretion of the Plan Administrator, be fully and
immediately vested upon issuance or may vest in one or more installments over
the Participant's period of Service or upon attainment of specified performance
objectives. The elements of the vesting schedule applicable to any unvested
shares of Common Stock issued under the Stock Issuance Program, namely:

i. the Service period to be completed by the
Participant or the performance objectives to be attained,

ii. the number of installments in which the shares
are to vest,

iii. the interval or intervals (if any) which are to
lapse between installments, and

iv. the effect which death, Disability or other event
designated by the Plan Administrator is to have upon the vesting schedule,
shall be determined by the Plan Administrator and incorporated into the Stock
Issuance Agreement.

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Participant's unvested shares of Common Stock and (ii) such escrow arrangements
as the Plan Administrator shall deem appropriate.

4. Should the Participant cease to remain in Service while
holding one or more unvested shares of Common Stock issued under the Stock
Issuance Program 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 shareholder 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, the Corporation
shall repay to the Participant the cash consideration paid for the surrendered
shares.

ARTICLE FOUR

MISCELLANEOUS

I. SHARE ESCROW/LEGENDS

Unvested shares issued under the Plan 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.

II. FUNDAMENTAL CHANGES

A. Except as otherwise provided in the agreements evidencing an option,
each outstanding option under the Discretionary Option Grant Program or stock
issued under the Stock Issuance Program shall automatically accelerate in the
event of a Fundamental Change so that each such option shall, immediately prior
to the effective date of the Fundamental Change, become fully exercisable with
respect to the total number of shares of Common Stock at the time subject to
such option and may be exercised for any or all of those shares as fully-vested
shares of Common Stock, provided that an outstanding option shall not so
accelerate if and to the extent: (i) such option is, in connection with the
Fundamental Change, either to be assumed by

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the successor corporation (or parent thereof) or to be replaced with a
comparable option to purchase shares of the capital stock of the successor
corporation (or parent thereof), (ii) such option is to be replaced with a cash
incentive program of the successor corporation which preserves the spread
existing on the unvested option shares at the time of the Fundamental Change 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. The Plan Administrator shall make the determination of option
comparability under clause (i) above, and its determination shall be final,
binding and conclusive.

B. Except as otherwise provided in the agreements creating the
repurchase rights, outstanding repurchase rights, if any, shall terminate
automatically, and the shares of Common Stock subject to those terminated rights
shall immediately vest in full, in the event of any Corporate Transaction,
provided that such repurchase right shall not lapse to the extent: (i) those
repurchase rights are to be assigned to the successor corporation (or parent
thereof) in connection with such Corporate Transaction or (ii) such accelerated
vesting is precluded by other limitations imposed by the Plan Administrator at
the time the option is issued or the repurchase right is created.

C. Immediately upon the consummation of the Fundamental Change, all
outstanding options shall terminate and cease to be outstanding, except to the
extent assumed by the successor corporation (or parent thereof).

D. Each option which is assumed in connection with a Fundamental Change
shall be appropriately adjusted, immediately after such Fundamental Change, to
apply to the number and class of securities which would have been issuable to
the Optionee in consummation of such Fundamental Change had the option been
exercised immediately prior to such Fundamental Change. Appropriate adjustments
to reflect such Fundamental Change 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 stock options, separately exercisable stock appreciation
rights and direct stock issuances under the Plan per calendar year.

E. Repurchase rights which are assigned in connection with a
Fundamental Change shall be exercisable with respect to the property issued to
the Optionee or Participant upon consummation of such Fundamental Change in
exchange for the Common Stock held by the Optionee or Participant subject to the
repurchase rights immediately prior to the Fundamental Change.

F. Except as otherwise limited by the Plan Administrator at the time an
Option is granted, vesting under outstanding options will automatically
accelerate if the Optionee's compensation is reduced following the effective
date of any Fundamental Change in which those options are assumed or replaced
and do not otherwise accelerate. Any options so accelerated shall remain
exercisable for fully-vested shares until the expiration of the option term. The
portion of any Incentive Option accelerated in connection with a Fundamental
Change shall

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remain exercisable as an Incentive Option only to the extent the applicable One
Hundred Thousand Dollar ($100,000) limitation is not exceeded and the provisions
governing the exercise and holding period are met. To the extent the applicable
dollar limitation is exceeded, such option shall be exercisable as a
Non-Statutory Option.

G. The outstanding options or repurchase rights 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.

H. The provisions of this Section II shall similarly apply to
successive mergers, consolidations, sales or conveyances

III. VESTING

Notwithstanding any other provision hereof, the vesting
schedule imposed with respect to any option grant or share issuance shall not
result in the Optionee or Participant vesting in fewer than 20% per year for
five years from the date of the option grant or share issuance.

IV. 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:

1. 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.

2. 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.

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V. EFFECTIVE DATE AND TERM OF THE PLAN

A. The Plan shall become effective immediately upon the Plan Effective
Date. Options may be granted under the Discretionary Option Grant Program at any
time on or after the Plan Effective Date. However, no options granted under the
Plan may be exercised, and no shares shall be issued under the Plan, until the
Plan is approved by the Corporation's shareholders. If such shareholder approval
is not obtained within twelve (12) months after the Plan Effective Date, then
all options previously granted under this Plan shall terminate and cease to be
outstanding, and no further options shall be granted and no shares shall be
issued under the Plan.

B. All options outstanding as of the Plan Effective Date, other than
those granted under the iSky, Inc. Stock Option Plan, 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. The Plan shall terminate upon the earliest of (i) the tenth
anniversary of the Plan Effective Date, (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
Fundamental Change. Upon such plan termination, all outstanding option grants
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.

VI. 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 shareholder approval
if so determined by the Board or 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 any required approval of an amendment sufficiently increasing the
number of shares of Common Stock available for issuance under the Plan. If such
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

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

VII. 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.

VIII. 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 Company, 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 the Federal Communications Commission, 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.

IX. 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.

X. FINANCIAL REPORTS

The Corporation shall deliver a balance sheet and an income statement
at least annually to each individual holding an outstanding option under the
Plan, unless such individual is a key Employee whose duties in connection with
the Corporation (or any Parent or Subsidiary) assure such individual access to
equivalent information.

13
<PAGE> 14

APPENDIX

The following definitions shall be in effect under the Plan:

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

B. CAUSE shall be mean a termination of Service due to (a) fraud,
embezzlement or any other crime involving moral turpitude, (b) gross or willful
neglect of duty, (c) material breach of any material Company written employee
policy or procedure, including but not limited to the Company's code of business
conduct, (d) unauthorized disclosure or use of any material confidential
information or trade secrets of the Company, (e) material breach of any material
document or instrument signed or furnished to the Company, including without
limitation any stock option or employment agreement, (f) breach of fiduciary
obligation to the Company, (g) willful and repeated failure to comply with the
lawful directives of the Company's President, Chief Executive Officer or Board
of Directors, (h) failure to adequately perform responsibilities to the Company,
as determined by the Company's President, and (i) insubordination.

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

D. COMMON STOCK shall mean the Corporation's common stock.

E. CORPORATION shall mean iSky, Inc., a Delaware corporation and its
successors.

F. DISABLED shall mean a disability in accordance with the provisions
of section 22(e)(3) of the Code.

G. DISCRETIONARY OPTION GRANT PROGRAM shall mean the discretionary
option grant program in effect under the Plan.

H. 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.

I. EXERCISE DATE shall mean the date on which the Corporation shall
have received written notice of the option exercise.

J. 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 deemed equal to 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.

A-1
<PAGE> 15

ii. If the Common Stock is at the time listed on any Stock
Exchange, then the Fair Market Value shall be deemed equal to 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 option grants 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 option grants made prior to the
Underwriting Date, the Plan Administrator shall determine the Fair Market Value,
after taking into account such factors as it deems appropriate.

K. "FUNDAMENTAL CHANGE" means (i) the merger or consolidation of
Company with or into another corporation (other than (a) a consolidation or
merger in which the Company is the continuing corporation and which does not
result in any reclassification or change of outstanding shares of any class of
the Company's equity securities, or (b) if the Company is not the continuing
corporation, a merger or consolidation (or a series of mergers or
consolidations) which result in less than 50% of the surviving company's equity
securities or voting power owned by Persons that were stockholders of the
Company prior to the first such transaction(s)); or (ii) the sale or conveyance
of the property of Company as an entirety or substantially as an entirety (other
than a sale or conveyance in which Company continues as a holding company of an
entity or entities that conduct the business or businesses formerly conducted by
Company); (iii) the dissolution or liquidation of Company; or (iv) any "person"
or "group" (as such terms are used in Sections 13(d) and 14(d) of the 1934 Act),
or any successor provisions to either of the foregoing), including any group
acting for the purpose of acquiring, holding, voting or disposing of securities
within the meaning of Rule 13d-5(b)(1) under the 1934 Act, is (including as a
result of consolidation or merger, sale, transfer, lease, conveyance or other
disposition of assets, or otherwise) or becomes the "beneficial owner" (as
defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of more than
50% of the total voting power of the Company's equity securities (for purposes
of this clause (iv), such person or group shall be deemed to beneficially own
any securities of any nature of an entity (the "specified entity") held by any
other entity (the "parent entity") so long as such person or group beneficially
owns, directly or indirectly, in the aggregate a majority of the total equity
interests of such parent entity). Notwithstanding the foregoing, the sale or
conveyance of the assets of a division of Company that does not constitute a
sale of substantially all of Company's assets shall not constitute a Fundamental
Change.

L. INCENTIVE OPTION shall mean an option that satisfies the
requirements of Code Section 422.

M. 1934 ACT shall mean the Securities Exchange Act of 1934, as amended.

N. NON-STATUTORY OPTION shall mean an option not intended to satisfy
the requirements of Code Section 422.

A-2
<PAGE> 16

O. OPTIONEE shall mean any person to whom an option is granted under
the Discretionary Option Grant Program.

P. 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.

Q. PARTICIPANT shall mean any person who is issued shares of Common
Stock under the Stock Issuance Program.

R. PLAN shall mean the Corporation's 1999 Stock Option/Stock Issuance
Plan, as set forth in this document.

S. 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.

T. PLAN EFFECTIVE DATE shall mean the date on which the Plan was
adopted by the Board.

U. 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 following the Section 12 Registration Date.

V. SECONDARY COMMITTEE shall mean a committee of two (2) or more Board
members appointed by the Board to administer any aspect of Plan not required
hereunder to be administered by the Primary Committee. The members of the
Secondary Committee may be Board members who are Employees eligible to receive
discretionary option grants or direct stock issuances under the Plan or any
other stock option, stock appreciation, stock bonus or other stock plan of the
Corporation (or any Parent or Subsidiary).

W. SECTION 12 REGISTRATION DATE shall mean the date on which the Common
Stock is first registered under Section 12(g) or Section 15 of the 1934 Act.

X. 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.

Y. 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.

A-3
<PAGE> 17

Z. STOCK EXCHANGE shall mean either the American Stock Exchange or the
New York Stock Exchange.

AA. STOCK ISSUANCE AGREEMENT shall mean the agreement entered into by
the Corporation and the Participant at the time of issuance of shares of Common
Stock under the Stock Issuance Program.

BB. STOCK ISSUANCE PROGRAM shall mean the stock issuance program in
effect under the Plan.

CC. 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.

DD. TAXES shall mean the Federal, state and local income and employment
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.

EE. 10% SHAREHOLDER 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).

FF. UNDERWRITING AGREEMENT shall mean the agreement between the
Corporation and the underwriter or underwriters managing the initial public
offering of the Common Stock.

GG. UNDERWRITING DATE shall mean the date on which the Underwriting
Agreement is executed and priced in connection with an initial public offering
of the Common Stock.

A-4
<PAGE> 18

Immediately Exercisable

iSKY, Inc.

NOTICE OF GRANT OF STOCK OPTION

Notice is hereby given of the following stock option grant (the
"Option") pursuant to the 1999 Stock Option/Stock Issuance Plan (the "Plan") to
purchase shares of the Common Stock of iSKY, Inc, (the "Corporation"):

<TABLE>
<S> <C>
Optionee:

Grant Date:

Grant Number:

Exercise Price:

Vesting Commencement Date:

Number of Option Shares:

Expiration Date:

Type of Option: Incentive Stock Option Non-Statutory Stock Option
----- -----

Date Exercisable: The Option shall be immediately exercisable for all
vested and unvested shares.
</TABLE>

Vesting Schedule:

The Option Shares shall vest in accordance with the following vesting
schedule:

a. No Option Shares shall vest until _________________ ("Optionee") has
completed one (1) year of Service (as defined in the Plan) measured
from the Vesting Commencement Date.

b. On each of the first four anniversaries of the Vesting Commencement
Date, twenty-five percent (25%) of the Option Shares shall become
vested.

Optionee understands that the Option is granted pursuant to the
Corporation's Plan. By signing below, Optionee agrees to be bound by the terms
and conditions of the plan and the terms and conditions of the Option as set
forth in the Stock Option Agreement attached hereto as Exhibit A. Optionee
understands that any Option Shares purchased under the Option will be subject to
the terms and conditions set forth in the Stock Purchase Agreement attached
hereto as Exhibit B.

Optionee hereby acknowledges receipt of a copy of the Plan in the form
attached hereto as Exhibit C.

<PAGE> 19

REPURCHASE RIGHTS. THE OPTIONEE HEREBY AGREES THAT ALL OPTION SHARES
ACQUIRED UPON THE EXERCISE OF THE OPTION SHALL BE SUBJECT TO REPURCHASE RIGHTS
AND RIGHTS OF FIRST REFUSAL EXERCISABLE BY THE CORPORATION AND ITS ASSIGNS UPON
ANY PROPOSED SALE, ASSIGNMENT, TRANSFER, ENCUMBRANCE OR OTHER DISPOSITION OF THE
CORPORATION'S SHARES. THE TERMS AND CONDITIONS OF SUCH RIGHTS ARE SPECIFIED IN
THE STOCK PURCHASE AGREEMENT.

No Employment or Service Contract. Nothing in this Notice or in the
Plan shall confer upon Optionee any right to continue in the Service of the
Corporation for any period of specific duration or interfere with or otherwise
restrict in any way the rights of the Corporation of the Optionee, which rights
are hereby expressly reserved by each, to terminate Optionee's Service at any
time for any reason whatsoever, with or without cause.

Date: iSKY, INC.
---------------------

By:
---------------------------------
David Brown
Vice President and General Counsel

OPTIONEE:

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

Print Name:
--------------------------

Address:
-----------------------------

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

-------------------------------------
<PAGE> 20
Immediately Exercisable

isky, INC.

STOCK OPTION AGREEMENT

RECITALS

A. The Board of Directors of the Corporation has adopted that certain 1999
Stock Option/Stock Issuance Plan (the "Plan") for the purpose of attracting and
retaining the services of persons who contribute to the growth and financial
success of the Corporation.

B. Optionee is a person who the Plan Administrator believes has and will
contribute to the growth and financial success of the Corporation, and to whom
an option to purchase shares has been granted on the terms set forth in a Notice
of Grant of Stock Option (the "Notice of Grant") accompanying this Agreement.

C. This Stock Option Agreement together with the Notice of Grant and the
Stock Purchase Agreement and Plan attached to the Notice of Grant constitute
integral parts of the option agreement.

AGREEMENT

1. GRANT OF OPTION. Subject to and upon the terms and conditions set forth
in this Agreement, the Corporation hereby grants to Optionee, as of the grant
date (the "Grant Date") specified in the accompanying Notice of Grant of Stock
Option (the "Notice of Grant"), a stock option (the "Option") to purchase up to
that number of shares of the Corporation's Common Stock (the "Option Shares") as
is specified in the Notice of Grant. The Option Shares shall be purchasable from
time to time during the option term at the option price per share (the "Option
Price") specified in the Notice of Grant. Capitalized terms used herein that are
not otherwise defined shall have the meaning ascribed to such terms in the Plan.

2. OPTION TERM. This Option shall have a maximum term of ten (10) years
measured from the Grant Date and shall expire at the close of business on the
expiration date (the "Expiration Date") specified in the Notice of Grant, unless
sooner terminated in accordance with Paragraphs 5, 6 or 18.

3. LIMITED TRANSFERABILITY. This Option shall be neither transferable nor
assignable by Optionee other than by will or by the laws of descent and
distribution following Optionee's death and may be exercised, during Optionee's
lifetime, only by Optionee.

<PAGE> 21

4. DATES OF EXERCISE. This Option may not be exercised in whole or in part
at any time prior to the time the Plan is approved by the Corporation's
shareholders in accordance with Paragraph 18. Provided such shareholder approval
is obtained, this Option shall thereupon become exercisable for the Option
Shares in one or more installments as is specified in the Notice of Grant. As
the Option becomes exercisable in one or more installments, the installments
shall accumulate and the Option shall remain exercisable for such installments
until the Expiration Date (as set forth in the Notice of Grant) or the sooner
termination of the Option Term under Paragraph 5 or Paragraph 6 of this
Agreement.

5. SPECIAL TERMINATION OF OPTION TERM. The option term (the "Option Term")
specified in Paragraph 2 shall terminate (and this Option shall cease to be
exercisable) prior to the Expiration Date should any of the following provisions
become applicable:

A. If the Service of the Optionee is terminated by the Company for
"Cause" or voluntarily by the Optionee while this Option is outstanding, then
the period for exercising this Option shall be reduced to a three (3)-month
period commencing with the date of such cessation of Service, but in no event
shall this Option be exercisable at any time after the Expiration Date. Upon the
expiration of such three (3)-month period or (if earlier) upon the Expiration
Date, this Option shall terminate and cease to be outstanding.

B. If the Service of the Optionee is terminated by Company while this
Option is Outstanding for any reason other than Cause, "Disability" or death,
all options held by the Optionee, whether or not then exercisable, shall become
100% vested and exercisable and may be exercised by Optionee at any time
following the date of such termination and prior to the Expiration Date.

C. If the Optionee dies while this Option is outstanding and during
his or her Service, then the personal representative of the Optionee's estate or
the person or persons to whom the Option is transferred pursuant to the
Optionee's will or in accordance with the laws of descent and distribution shall
have the right to exercise this Option during the period commencing on the date
of death, and ending upon the earlier of (A) the expiration of the twelve (12)
month period measured from the date of Optionee's death or (B) the Expiration
Date. Upon the expiration of such twelve (12) month period or (if earlier) upon
the Expiration Date, this Option shall terminate and cease to be outstanding.

D. Should Optionee become permanently disabled and cease by reason
thereof to remain in Service while this Option is outstanding, then the Optionee
shall have a period of twelve (12) months (commencing with the date of such
cessation of Service) during which to exercise this Option, but in no event
shall this Option be exercisable at any time after the Expiration Date. Optionee
shall be deemed to be permanently disabled if Optionee is unable to engage in
any substantial gainful activity for the Corporation or the parent or subsidiary
corporation retaining his/her services by reason of any medically determinable
physical or mental impairment, which can be expected to result in death or which
has lasted or can be expected to last for a continuous period of not less than
twelve (12) months. Upon the expiration of such limited period of exercisability
or (if earlier) upon the Expiration Date, this Option shall terminate and cease
to be outstanding.

2
<PAGE> 22

E. During the limited period of exercisability applicable under
subparagraphs A, C or D above, this Option may be exercised for any or all of
the Option Shares for which this Option is, at the time of the Optionee's
cessation of Service, vested in accordance with the vesting schedule specified
in the Notice of Grant. During the limited period of exercisability applicable
under subparagraph B above, this Option may be exercised for any or all of the
Option Shares held by Optionee, regardless of whether Optionee had vested in
such Option Shares in accordance with the vesting schedule specified in the
Notice of Grant.

F. For purposes of this Paragraph 5 and for all other purposes under
this Agreement:

(i) The Optionee shall be deemed to remain in "Service" for so long
as the Optionee continues to render periodic services to the Corporation or any
parent or subsidiary entity, whether as an Employee, a non-employee member of
the board of directors, or an independent contractor or consultant.

(ii) The Optionee shall be deemed to be an "Employee" of the
Corporation and to continue in the Corporation's employ for so long as the
Optionee remains in the employ of the Corporation or one or more of its parent
or subsidiary entities, 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.

(iii) An entity shall be considered to be a "subsidiary" entity of
the Corporation if it is a member of an unbroken chain of entities beginning
with the Corporation, provided each such entity in the chain (other than the
last entity) owns, at the time of determination, stock or other similar equity
securities possessing 50% or more of the total combined voting power of all
classes of equity securities in one of the other entities in such chain.

(iv) An entity shall be considered to be a "parent" of the
Corporation if it is a member of an unbroken chain ending with the Corporation,
provided each such entity in the chain (other than the Corporation) owns, at the
time of determination, stock or other similar equity securities possessing 50%
or more of the total combined voting power of all classes of equity securities
in one of the other entity in such chain.

6. EFFECT OF FUNDAMENTAL CHANGE.

A. Except as otherwise provided in this Agreement to the contrary, each
Option granted hereunder shall automatically accelerate in the event of a
Fundamental Change so that each such Option shall, immediately prior to the
effective date of the Fundamental Change, become fully exercisable with respect
to the total number of shares of Common Stock at the time subject to such Option
and may be exercised for any or all of those shares as fully-vested shares of
the Corporation's Common Stock, provided that an outstanding option shall not so
accelerate if and to the extent: (i) such Option is, in connection with the
Fundamental Change, either to be assumed by the successor corporation (or parent
thereof) or to be replaced with a comparable option to purchase shares of the
capital stock of the successor corporation (or parent thereof), (ii) such Option
is to be replaced with a cash incentive program of the successor corporation
which

3
<PAGE> 23

preserves the spread existing on the unvested Shares at the time of the
Fundamental Change and provides for subsequent payout in accordance with the
same vesting schedule applicable to those option shares. The Plan Administrator
shall make the determination of option comparability under clause (i) above, and
its determination shall be final, binding and conclusive.

B. Except as otherwise provided in the agreements creating the
repurchase rights, outstanding repurchase rights, if any, shall terminate
automatically, and the shares of the Corporation's Common Stock subject to those
terminated rights shall immediately vest in full, in the event of any
Fundamental Change, provided that such repurchase right shall not lapse to the
extent those repurchase rights are to be assigned to the successor corporation
(or parent thereof) in connection with such Fundamental Change.

C. Immediately upon the consummation of the Fundamental Change, all
outstanding Options shall terminate and cease to be outstanding, except to the
extent assumed by the successor corporation (or parent thereof).

D. Each Option which is assumed in connection with a Fundamental Change
shall be appropriately adjusted, immediately after such Fundamental Change, to
apply to the number and class of securities which would have been issuable to
the Optionee in consummation of such Fundamental Change had the option been
exercised immediately prior to such Fundamental Change. Appropriate adjustments
to reflect such Fundamental Change 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.

E. Repurchase rights which are assigned in connection with a Fundamental
Change shall be exercisable with respect to the property issued to the Optionee
upon consummation of such Fundamental Change in exchange for the Corporation's
Common Stock held by the Optionee subject to the repurchase rights immediately
prior to the Fundamental Change.

F. Vesting under outstanding Options will automatically accelerate if
the Optionee's compensation is reduced following the effective date of any
Fundamental Change in which those Options are assumed or replaced and do not
otherwise accelerate. Any Options so accelerated shall remain exercisable for
fully-vested shares until the Expiration Date. The portion of any Incentive
Stock Option accelerated in connection with a Fundamental Change shall remain
exercisable as an Incentive Option only to the extent the applicable One Hundred
Thousand Dollar ($100,000) limitation is not exceeded and the provisions
governing the exercise and holding period are met. To the extent the applicable
dollar limitation is exceeded, such option shall be exercisable as a
Non-Statutory Option.

The outstanding options or repurchase rights 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.

G. The provisions of this Section 6 shall similarly apply to successive
mergers, consolidations, sales or conveyances.

4
<PAGE> 24

H. This Agreement shall not in any way affect the right of the
Corporation to adjust, reclassify, reorganize or otherwise make changes in its
capital or business structure or to merge, consolidate, dissolve, liquidate or
sell or transfer all or any part of its business or assets.

7. ADJUSTMENT IN OPTION SHARES.

A. In the event any change is made to the Corporation's outstanding
Common Stock by reason of any stock split, stock dividend, combination of
shares, exchange of shares, or other change affecting the outstanding Common
Stock as a class without receipt of consideration, then appropriate adjustments
shall be made to (i) the total number of Option Shares subject to this Option,
(ii) the number of Option Shares for which this Option is to be exercisable from
and after each installment date specified in the Notice of Grant and (iii) the
Option Price payable per share in order to reflect such change and thereby
preclude a dilution or enlargement of benefits hereunder.

B. If this Option is to be assumed in connection with a Fundamental
Change described in Paragraph 6 or is otherwise to remain outstanding, then this
Option shall be appropriately adjusted, immediately after such Fundamental
Change, to apply and pertain to the number and class of securities which would
have been issuable to the Optionee in the consummation of such Fundamental
Change had the Option been exercised immediately prior to such Fundamental
Change, and appropriate adjustments shall also be made to the Option Price
payable per share, provided the aggregate Option Price payable hereunder shall
remain the same.

8. PRIVILEGE OF STOCK OWNERSHIP. The holder of this Option shall not have
any of the rights of a shareholder with respect to the Option Shares until such
individual shall have exercised the Option and paid the Option Price.

9. MANNER OF EXERCISING OPTION.

A. In order to exercise this Option with respect to all or any part of
the Option Shares for which this Option is at the time exercisable, Optionee (or
in the case of exercise after Optionee's death, the Optionee's executor,
administrator, heir or legatee, as the case may be) must take the following
actions:

(i) Execute and deliver to the Secretary of the Corporation a stock
purchase agreement (the "Stock Purchase Agreement") in substantially the form of
Exhibit B to the Notice of Grant.

(ii) Pay the aggregate Option Price for the purchased shares in one
or more forms approved under the Plan.

(iii) Furnish to the Corporation appropriate documentation that the
person or persons exercising the Option, if other than Optionee, have the right
to exercise this Option.

B. For purposes of this Agreement, the Exercise Date shall be the date
on which the executed Purchase Agreement shall have been delivered to the
Corporation, and the

5
<PAGE> 25

fair market value of a share of Common Stock on any relevant date shall be
determined in accordance with subparagraphs (i) through (iii) below:

(i) If the Common Stock is not at the time listed or admitted to
trading on any stock exchange but is traded on the NASDAQ National Market
System, the fair market value shall be the closing selling price of one share of
Common Stock on the date in question, as such price is reported by the National
Association of Securities Dealers through its NASDAQ system or any successor
system. If there is no closing selling price for the Common Stock on the date in
question, then the closing selling price on the last preceding date for which
such quotation exists shall be determinative of fair market value.

(ii) If the Common Stock is at the time listed or admitted to
trading 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 reported sale of Common Stock on
such exchange on the date in question, then the fair market value shall be the
closing selling price on the exchange on the last preceding date for which such
quotation exists.

(iii) If the Common Stock at the time is neither listed nor
admitted to trading on any stock exchange nor traded in the over-the-counter
market, or if the Plan Administrator determines that the value determined
pursuant to subparagraphs (i) and (ii) above does not accurately reflect the
fair market value of the Common Stock, then such fair market value shall be
determined by the Plan Administrator after taking into account such factors as
the Plan Administrator shall deem appropriate.

C. As soon after the Exercise Date as practical, the Corporation shall
mail or deliver to Optionee or to the other person or persons exercising this
Option a certificate or certificates representing the shares so purchased and
paid for, with the appropriate legends affixed thereto.

D. In no event may this Option be exercised for any fractional shares.

10. NON-COMPETE / NON SOLICITATION.

A. The Optionee acknowledges that s/he is and will be in possession of
Confidential Information and that his/her services are of unique and great value
to the Corporation. Accordingly, during the Optionee's Service and for a period
of three years thereafter or, in the case of termination of your employment
without Cause, for the period thereafter during which the Company continues to
pay your base salary (the "Non-Compete Period"), Optionee shall not directly or
indirectly own, manage, control, participate in, consult with, render services
to, or in any manner engage in, any enterprise that competes with any business
of the Company conducted or proposed to be conducted on the date of termination
of Service in any state or country in which the Corporation conducts business or
plans to conduct business on such date. Nothing herein shall prohibit you from
being a passive owner of not more than 1.0% of any publicly-traded class of
capital stock of any entity engaged in a competing business, provided that you
have no other relationship with such entity.

6
<PAGE> 26

B. During the Non-Compete Period, Optionee shall not (i) induce or
attempt to induce any employee of the Corporation or any affiliate of the
Company to terminate his/her employment, or in any way interfere with, the
relationship between the Corporation or any affiliate of the Corporation and any
employee thereof, (ii) hire directly or through another entity any person who
was an employee of the Corporation or any affiliate of the Corporation at any
time during the Service period or (iii) induce or attempt to induce any
customer, vendor or other business relation of the Corporation or any affiliate
of the Corporation to cease doing business with the Corporation or any affiliate
of the Corporation, or in any way interfere with the relationship between any
such customer, vendor or business relation and the Corporation or any affiliate
of the Corporation.

C. If, at the time of enforcement of this paragraph 10, a court shall
hold that the duration, scope or area restrictions stated herein are
unreasonable under circumstances then existing, the parties hereto agree that
the maximum duration, scope or area reasonable under such circumstances shall be
substituted for the stated duration, scope or area.

D. Optionee acknowledges that the Corporation would be irreparably
harmed by Optionee's a breach of the provisions of this paragraph 10, and hereby
consent to the Corporation's request for injunctive relief in connection with
any such breach or threatened breach.

E. The provisions of this paragraph 10 shall survive any termination of
this Agreement or exercise of the Option.

11. COMPLIANCE WITH LAWS AND REGULATIONS.

A. The exercise of this Option and the issuance of Option Shares upon
such exercise shall be subject to compliance by the Corporation and the Optionee
with all applicable requirements of law relating thereto and with all applicable
regulations of any stock exchange on which shares of the Corporation's Common
Stock may be listed at the time of such exercise and issuance.

B. In connection with the exercise of this Option, Optionee shall
execute and deliver to the Corporation such representations in writing as may be
requested by the Corporation in order for it to comply with the applicable
requirements of Federal and State securities laws.

12. SUCCESSORS AND ASSIGNS. Except to the extent otherwise provided in
Paragraphs 3 or 6, the provisions of this Agreement shall inure to the benefit
of, and be binding upon, the successors, administrators, heirs, legal
representatives and assigns of Optionee and the successors and assigns of the
Corporation.

13. LIABILITY OF CORPORATION.

A. If the Option Shares covered by this Agreement exceed, as of the
Grant Date, the number of shares of Common Stock which may without shareholder
approval be issued under the Plan, then this Option shall be void with respect
to such excess shares, unless shareholder approval of an amendment sufficiently
increasing the number of shares of Common

7
<PAGE> 27

Stock issuable under the Plan is obtained in accordance with the provisions of
Article IV, Section 3, of the Plan.

B. The inability of the Corporation to obtain approval from any
regulatory body having authority deemed by the Corporation to be necessary to
the lawful issuance and sale of any Common Stock pursuant to this Option shall
relieve the Corporation of any liability with respect to the non-issuance or
sale of the Common Stock as to which such approval shall not have been obtained.
The Corporation, however, shall use its best efforts to obtain all such
approvals.

14. NOTICES. Any notice required to be given or delivered to the
Corporation under the terms of this Agreement shall be in writing and addressed
to the Corporation in care of the Secretary of the Corporation at the
Corporation's principal corporate offices. Any notice required to be given or
delivered to Optionee shall be in writing and addressed to Optionee at the
address indicated below Optionee's signature line on the Notice of Grant. All
notices shall be deemed to have been given or delivered upon personal delivery
or upon deposit in the U.S. mail, postage prepaid and properly addressed to the
party to be notified.

15. CONSTRUCTION. This Agreement and the Option evidenced hereby are made
and granted pursuant to the Plan and are in all respects limited by and subject
to the express terms and provisions of the Plan. All decisions of the Plan
Administrator with respect to any question or issue arising under the Plan or
this Agreement shall be conclusive and binding on all persons having an interest
in this Option.

16. GOVERNING LAW. The interpretation, performance, and enforcement of this
Agreement shall be governed by the laws of the State of Delaware without resort
to that State's conflict-of-law rules.

17. SHAREHOLDER APPROVAL. The grant of this Option is subject to approval
of the Plan by the Corporation's shareholders within twelve (12) months after
the adoption of the Plan by the Board of Directors. Notwithstanding any
provision of this Agreement to the contrary, this Option may not be exercised in
whole or in part until such shareholder approval is obtained. In the event that
such shareholder approval is not obtained, this Option shall thereupon terminate
in its entirety and the Optionee shall have no further rights to acquire any
Option Shares hereunder.

18. ADDITIONAL TERMS APPLICABLE TO AN INCENTIVE STOCK OPTION. In the event
this Option is designated an Incentive Stock Option in the Notice of Grant, the
following terms and conditions shall also apply to the grant:

A. This Option shall cease to qualify for favorable tax treatment as an
Incentive Stock Option under the Federal tax laws if (and to the extent) this
Option is exercised for one or more Option Shares: (i) more than three (3)
months after the date the Optionee ceases to be an Employee for any reason other
than death or permanent disability (as defined in Paragraph 5) or (ii) more than
one (1) year after the date the Optionee ceases to be an Employee by reason of
permanent disability.

B. Should this Option be designated as immediately exercisable in the
Notice of Grant, then this Option shall not become exercisable in the calendar
year in which granted if

8
<PAGE> 28

(and to the extent) the aggregate fair market value (determined at the Grant
Date) of the Corporation's Common Stock for which this Option would otherwise
first become exercisable in such calendar year would when added to the aggregate
fair market value (determined as of the respective date or dates of grant) of
the Corporation's Common Stock for which this Option or one or more other
Incentive Stock Options granted to the Optionee prior to the Grant Date (whether
under the Plan or any other Option plan of the Corporation or its parent or
subsidiary corporations) first become exercisable during the same calendar year,
exceed One Hundred Thousand Dollars ($100,000) in the aggregate. To the extent
the exercisability of this Option is deferred by reason of the foregoing
limitation, the deferred portion will first become exercisable in the first
calendar year or years thereafter in which the One Hundred Thousand Dollar
($100,000) limitation of this Paragraph 18.B would not be contravened.

C. Should this Option be designated as exercisable in installments in
the Notice of Grant, then no installment under this Option (whether annual or
monthly) shall qualify for favorable tax treatment as an Incentive Stock Option
under the Federal tax laws if (and to the extent) the aggregate fair market
value (determined at the Grant Date) of the Corporation's Common Stock for which
such installment first becomes exercisable hereunder will, when added to the
aggregate fair market value (determined as of the respective date or dates of
grant) of the Corporation's Common Stock for which one or more other Incentive
Stock Options granted to the Optionee prior to the Grant Date (whether under the
Plan or any other Option plan of the Corporation or any parent or subsidiary
corporation) first become exercisable during the same calendar year, exceed One
Hundred Thousand Dollars ($100,000) in the aggregate.

19. WITHHOLDING. Optionee hereby agrees to make appropriate arrangements
with the Corporation or parent or subsidiary corporation employing Optionee for
the satisfaction of all Federal, State or local income tax withholding
requirements and all Federal social security employee tax requirements
applicable to the exercise of this Option.

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<PAGE> 29

iSKY, INC.

STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement (the "Agreement") is made as of this
___ day of _______, ____, by and among iSKY, Inc. (the "Corporation"),
_____________, the holder of a stock option (the "Optionee") under the
Corporation's 1999 Stock Option/Stock Issuance Plan (the "Plan") and ______, the
Optionee's spouse.

I. EXERCISE OF OPTION

1.1 EXERCISE. Optionee hereby purchases __________ shares ("Purchased
Shares") of the Corporation's common stock ("Common Stock") pursuant to that
certain option ("Option") granted Optionee on _____________, 2000 ("Grant Date")
Year to purchase up to ____________ shares of the Common Stock ("Total
Purchasable Shares") under the Corporation's 1999 Stock Option/Stock Issuance
Plan (the "Plan") at an option price of $__________ per share ("Option Price").

1.2 PAYMENT. Concurrently with the delivery of this Agreement to the
Secretary of the Corporation (the "Secretary"), Optionee shall pay the Option
Price for the Purchased Shares in accordance with the provisions of the
agreement between the Corporation and Optionee evidencing the Option (the "Stock
Option Agreement") and shall deliver whatever additional documents may be
required by the Stock Option Agreement as a condition for exercise, together
with a duly-executed blank Assignment Separate from Certificate (in the form
attached hereto as Exhibit I) with respect to the Purchased Shares.

1.3 DELIVERY OF CERTIFICATES. The certificates representing the
Purchased Shares hereunder shall be held in escrow by the Secretary in
accordance with the provisions of Article VII.

1.4 SHAREHOLDER RIGHTS. Until such time as the Corporation actually
exercises its repurchase right, rights of first refusal or special purchase
right under this Agreement, Optionee (or any successor in interest) shall have
all the rights of a shareholder (including voting and dividend rights) with
respect to the Purchased Shares, including the Purchased Shares held in escrow
under Article VII, subject, however, to the transfer restrictions of Article IV.

<PAGE> 30

II. SECURITIES LAW COMPLIANCE

2.1 EXEMPTION FROM REGISTRATION. The Purchased Shares have not been
registered under the Securities Act of 1933, as amended (the "1933 Act"), and
are accordingly being issued to Optionee in reliance upon the exemption from
such registration provided by Rule 701 of the Securities and Exchange Commission
for stock issuances under compensatory benefit plans such as the Plan. Optionee
hereby acknowledges previous receipt of a copy of the documentation for such
Plan in the form of Exhibit C to the Notice of Grant of Stock Option (the "Grant
Notice") accompanying the Stock Option Agreement.

2.2 RESTRICTED SECURITIES.

A. Optionee hereby confirms that Optionee has been informed
that the Purchased Shares are restricted securities under the 1933 Act and may
not be resold or transferred unless the Purchased Shares are first registered
under the Federal securities laws or unless an exemption from such registration
is available. Accordingly, Optionee hereby acknowledges that Optionee is
prepared to hold the Purchased Shares for an indefinite period and that Optionee
is aware that Rule 144 of the Securities and Exchange Commission issued under
the 1933 Act is not presently available to exempt the sale of the Purchased
Shares from the registration requirements of the 1933 Act.

B. Upon the expiration of the ninety (90)-day period
immediately following the date on which the Corporation first becomes subject to
the reporting requirements of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), the Purchased Shares, to the extent vested under Article
V, may be sold (without registration) pursuant to the applicable requirements of
Rule 144. If Optionee is at the time of such sale an affiliate of the
Corporation for purposes of Rule 144 or was such an affiliate during the
preceding three (3) months, then the sale must comply with all the requirements
of Rule 144 (including the volume limitation on the number of shares sold, the
broker/market-maker sale requirement and the requisite notice to the Securities
and Exchange Commission); however, the two (2)-year holding period requirement
of the Rule will not be applicable. If Optionee is not at the time of the sale
an affiliate of the Corporation and was not an affiliate during the preceding
three (3) months, then none of the requirements of Rule 144 (other than the
broker/market-maker sale requirement for Purchased Shares held for less than two
(2) years following payment in cash of the Option Price therefor) will be
applicable to the sale.

C. Should the Corporation not become subject to the reporting
requirements of the Exchange Act, then Optionee may, provided he/she is not at
the time an affiliate of the Corporation and was not an affiliate during the
preceding three (3) months, sell the Purchased Shares (without registration)
pursuant to paragraph (k) of Rule 144 after the Purchased Shares have been held
for a period of two (2) years following the payment in cash of the Option Price
for such shares.

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<PAGE> 31

2.3 DISPOSITION OF SHARES. Optionee hereby agrees that Optionee shall
make no disposition of the Purchased Shares (other than a permitted transfer
under paragraph 4.1) unless and until there is compliance with all of the
following requirements:

A. Optionee shall have notified the Corporation of the
proposed disposition and provided a written summary of the terms and conditions
of the proposed disposition.

B. Optionee shall have complied with all requirements of this
Agreement applicable to the disposition of the Purchased Shares.

C. Optionee shall have provided the Corporation with written
assurances, in form and substance satisfactory to the Corporation, that (i) the
proposed disposition does not require registration of the Purchased Shares under
the 1933 Act or (ii) all appropriate action necessary for compliance with the
registration requirements of the 1933 Act or of any exemption from registration
available under the 1933 Act (including Rule 144) has been taken.

D. Optionee shall have provided the Corporation with written
assurances, in form and substance satisfactory to the Corporation, that the
proposed disposition will not result in the contravention of any transfer
restrictions applicable to the Purchased.

The Corporation shall not be required (i) to transfer on its
books any Purchased Shares which have been sold or transferred in violation of
the provisions of this Article II nor (ii) to treat as the owner of the
Purchased Shares, or otherwise to accord voting or dividend rights to, any
transferee to whom the Purchased Shares have been transferred in contravention
of this Agreement.

2.4 RESTRICTIVE LEGENDS. In order to reflect the restrictions on
disposition of the Purchased Shares, the stock certificates for the Purchased
Shares will be endorsed with restrictive legends, including one or more of the
following legends:

A. "The shares represented by this certificate have not been
registered under the Securities Act of 1933. The shares may not be sold or
offered for sale in the absence of (a) an effective registration statement for
the shares under such Act, (b) a 'no action' letter of the Securities and
Exchange Commission with respect to such sale or offer, or (c) satisfactory
assurances to the Corporation that registration under such Act is not required
with respect to such sale or offer."

B. "The shares represented by this certificate are unvested
and accordingly may not be sold, assigned, transferred, encumbered, or in any
manner disposed of except in conformity with the terms of a written agreement
dated ____________, 19__ between the Corporation and the registered holder of
the shares (or the predecessor in interest to the shares). Such agreement grants
certain repurchase rights and rights of first refusal to the Corporation (or its
assignees) upon the sale, assignment, transfer, encumbrance or other disposition
of the Corporation's shares or upon termination of service with the Corporation.
The Corporation will upon written request furnish a copy of such agreement to
the holder hereof without charge."

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<PAGE> 32

III. SPECIAL TAX ELECTION

3.1 SECTION 83(b) ELECTION APPLICABLE TO THE EXERCISE OF A
NON-STATUTORY STOCK OPTION. If the Purchased Shares are acquired hereunder
pursuant to the exercise of a Non-Statutory Stock Option, as specified in the
Grant Notice, then the Optionee understands that under Section 83 of the
Internal Revenue Code of 1986, as amended (the "Code"), the excess of the fair
market value of the Purchased Shares on the date any forfeiture restrictions
applicable to such shares lapse over the Option Price paid for such shares will
be reportable as ordinary income on such lapse date. For this purpose, the term
"forfeiture restrictions" includes the right of the Corporation to repurchase
the Purchased Shares pursuant to the Repurchase Right provided under Article V
of this Agreement. Optionee understands that he/she may elect under Section
83(b) of the Code to be taxed at the time the Purchased Shares are acquired
hereunder, rather than when and as such Purchased Shares cease to be subject to
such forfeiture restrictions. Such election must be filed with the Internal
Revenue Service within thirty (30) days after the date of this Agreement. Even
if the fair market value of the Purchased Shares at the date of this Agreement
equals the Option Price paid (and thus no tax is payable), the election must be
made to avoid adverse tax consequences in the future. THE FORM FOR MAKING THIS
ELECTION IS ATTACHED AS EXHIBIT II HERETO. OPTIONEE UNDERSTANDS THAT FAILURE TO
MAKE THIS FILING WITHIN THE THIRTY (30)-DAY PERIOD WILL RESULT IN THE
RECOGNITION OF ORDINARY INCOME BY THE OPTIONEE AS THE FORFEITURE RESTRICTIONS
LAPSE.

3.2 CONDITIONAL SECTION 83(b) ELECTION APPLICABLE TO THE EXERCISE OF AN
INCENTIVE STOCK OPTION. If the Purchased Shares are acquired hereunder pursuant
to the exercise of an Incentive Stock Option under the Federal tax laws, as
specified in the Grant Notice, then the following tax principles shall be
applicable to the Purchased Shares:

A. For regular tax purposes, no taxable income will be
recognized at the time the Option is exercised.

B. The excess of (i) the fair market value of the Purchased
Shares on the date the Option is exercised or (if later) on the date any
forfeiture restrictions applicable to the Purchased Shares lapse over (ii) the
Option Price paid for the Purchased Shares will be includible in the Optionee's
taxable income for alternative minimum tax purposes.

C. If the Optionee makes a disqualifying disposition of the
Purchased Shares, then the Optionee will recognize ordinary income in the year
of such disposition equal in amount to the excess of (i) the fair market value
of the Purchased Shares on the date the Option is exercised or (if later) on the
date any forfeiture restrictions applicable to the Purchased Shares lapse over
(ii) the Option Price paid for the Purchased Shares. Any additional gain
recognized upon the disqualifying disposition will be either short-term or
long-term capital gain depending upon the period for which the Purchased Shares
are held prior to the disposition.

D. For purposes of the foregoing, the term "forfeiture
restrictions" will include the right of the Corporation to repurchase the
Purchased Shares pursuant to the Repurchase Right provided under Article V of
this Agreement. The term "disqualifying

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<PAGE> 33

disposition" means any sale or other disposition 1 of the Purchased Shares
within two (2) years after the Grant Date or within one (1) year after the
execution date of this Agreement.

E. In the absence of final Treasury Regulations relating to
Incentive Stock Options, it is not certain whether the Optionee may, in
connection with the exercise of the Option for any Purchased Shares at the time
subject to forfeiture restrictions, file a protective election under Section
83(b) of the Code which would limit (I) the Optionee's alternative minimum
taxable income upon exercise and (II) the Optionee's ordinary income upon a
disqualifying disposition, to the excess of (i) the fair market value of the
Purchased Shares on the date the Option is exercised over (ii) the Option Price
paid for the Purchased Shares. THE APPROPRIATE FORM FOR MAKING SUCH A PROTECTIVE
ELECTION IS ATTACHED AS EXHIBIT II TO THIS AGREEMENT AND MUST BE FILED WITH THE
INTERNAL REVENUE SERVICE WITHIN THIRTY (30) DAYS AFTER THE DATE OF THIS
AGREEMENT. HOWEVER, SUCH ELECTION IF PROPERLY FILED WILL ONLY BE ALLOWED TO THE
EXTENT THE FINAL TREASURY REGULATIONS PERMIT SUCH A PROTECTIVE ELECTION.

3.3 OPTIONEE ACKNOWLEDGES THAT IT IS OPTIONEE'S SOLE RESPONSIBILITY,
AND NOT THE CORPORATION'S, TO FILE A TIMELY ELECTION UNDER SECTION 83(b), EVEN
IF OPTIONEE REQUESTS THE CORPORATION OR ITS REPRESENTATIVES TO MAKE THIS FILING
ON HIS OR HER BEHALF. This filing should be made by registered or certified
mail, return receipt requested, and Optionee must retain two (2) copies of the
completed form for filing with his or her State and Federal tax returns for the
current tax year and an additional copy for his or her records.

IV. TRANSFER RESTRICTIONS

4.1 RESTRICTION ON TRANSFER. Optionee shall not transfer, assign,
encumber or otherwise dispose of any of the Purchased Shares which are subject
to the Corporation's Repurchase Right under Article V. In addition, Purchased
Shares which are released from the Repurchase Right shall not be transferred,
assigned, encumbered or otherwise made the subject of disposition in
contravention of the Corporation's First Refusal Right under Article VI. Such
restrictions on transfer, however, shall not be applicable to (i) a gratuitous
transfer of the Purchased Shares made to the Optionee's spouse or issue,
including adopted children, or to a trust for the exclusive benefit of the
Optionee or the Optionee's spouse or issue, provided and only if the Optionee
obtains the Corporation's prior written consent to such transfer, (ii) a
transfer of title to the Purchased Shares effected pursuant to the Optionee's
will or the laws of intestate succession or (iii) a transfer to the Corporation
in pledge as security for any purchase-money indebtedness incurred by the
Optionee in connection with the acquisition of the Purchased Shares.

----------
(1) Generally, a disposition of shares purchased under an
Incentive Stock Option includes any transfer of legal title, including a
transfer by sale, exchange or gift, but does not include a transfer to the
Optionee's spouse, a transfer into joint ownership with right of survivorship if
Optionee remains one of the joint owners, a pledge, a transfer by bequest or
inheritance or certain tax free exchanges permitted under the Code.

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<PAGE> 34

4.2 TRANSFEREE OBLIGATIONS. Each person (other than the Corporation) to
whom the Purchased Shares are transferred by means of one of the permitted
transfers specified in paragraph 4.1 must, as a condition precedent to the
validity of such transfer, acknowledge in writing to the Corporation that such
person is bound by the provisions of this Agreement and that the transferred
shares are subject to (i) both the Corporation's Repurchase Right and the
Corporation's First Refusal Right granted hereunder and (ii) the market
stand-off provisions of paragraph 4.4, to the same extent such shares would be
so subject if retained by the Optionee.

4.3 DEFINITION OF OWNER. For purposes of Articles IV, V, VI and VII of
this Agreement, the term "Owner" shall include the Optionee and all subsequent
holders of the Purchased Shares who derive their chain of ownership through a
permitted transfer from the Optionee in accordance with paragraph 4.1.

4.4 MARKET STAND-OFF PROVISIONS.

A. In connection with any underwritten public offering by the
Corporation of its equity securities pursuant to an effective registration
statement filed under the 1933 Act, including the Corporation's initial public
offering, Owner shall not sell, make any short sale of, loan, hypothecate,
pledge, grant any option for the purchase of, or otherwise dispose or transfer
for value or otherwise agree to engage in any of the foregoing transactions with
respect to, any Purchased Shares without the prior written consent of the
Corporation or its underwriters. Such limitations shall be in effect for such
period of time from and after the effective date of such registration statement
as may be requested by the Corporation or such underwriters; provided, however,
that in no event shall such period exceed one hundred-eighty (180) days. The
limitations of this paragraph 4.4 shall remain in effect for the two-year period
immediately following the effective date of the Corporation's initial public
offering and shall thereafter terminate and cease to have any force or effect.

B. Owner shall be subject to the market stand-off provisions
of this paragraph 4.4 provided and only if the officers and directors of the
Corporation are also subject to similar arrangements.

C. In the event of any stock dividend, stock split,
recapitalization or other change affecting the Corporation's outstanding Common
Stock effected as a class without receipt of consideration, then any new,
substituted or additional securities distributed with respect to the Purchased
Shares shall be immediately subject to the provisions of this paragraph 4.4, to
the same extent the Purchased Shares are at such time covered by such
provisions.

D. In order to enforce the limitations of this paragraph 4.4,
the Corporation may impose stop-transfer instructions with respect to the
Purchased Shares until the end of the applicable stand-off period.

V. REPURCHASE RIGHT

5.1 GRANT. The Corporation is hereby granted the right (the "Repurchase
Right"), exercisable at any time during the six (6) month period following the
date the Optionee ceases for any reason to remain in Service or (if later)
during the six (6) month period following the execution date of this Agreement,
to repurchase at the Option Price all or (at the discretion of the

6
<PAGE> 35

Corporation and with the consent of the Optionee) any portion of the Purchased
Shares in which the Optionee has not acquired a vested interest in accordance
with the vesting schedule specified in the Grant Notice and paragraph 5.3 hereof
(such shares to be hereinafter called the "Unvested Shares"). For purposes of
this Agreement, the Optionee shall be deemed to remain in Service for so long as
the Optionee continues to render periodic services to the Corporation or any
parent or subsidiary corporation, whether as an employee, a non-employee member
of the board of directors, or an independent contractor or consultant.

5.2 EXERCISE OF THE REPURCHASE RIGHT. The Repurchase Right shall be
exercisable by written notice delivered to the Owner of the Unvested Shares
prior to the expiration of the applicable six (6) month period specified in
paragraph 5.1. The notice shall indicate the number of Unvested Shares to be
repurchased and the date on which the repurchase is to be effected, such date to
be not more than thirty (30) days after the date of notice. To the extent one or
more certificates representing Unvested Shares may have been previously
delivered out of escrow to the Owner, then Owner shall, prior to the close of
business on the date specified for the repurchase, deliver to the Secretary the
certificates representing the Unvested Shares to be repurchased, each
certificate to be properly endorsed for transfer. The Corporation shall,
concurrently with the receipt of such stock certificates (either from escrow in
accordance with paragraph 7.3 or from Owner as herein provided), pay to Owner in
cash or cash equivalents (including the cancellation of any purchase-money
indebtedness), an amount equal to the Option Price previously paid for the
Unvested Shares which are to be repurchased.

5.3 TERMINATION OF THE REPURCHASE RIGHT. The Repurchase Right shall
terminate with respect to any Unvested Shares for which it is not timely
exercised under paragraph 5.2. In addition, the Repurchase Right shall
terminate, and cease to be exercisable, with respect to any and all Purchased
Shares in which the Optionee vests in accordance with the vesting schedule
specified in the Grant Notice. All Purchased Shares as to which the Repurchase
Right lapses shall, however, continue to be subject to (i) the First Refusal
Right of the Corporation and its assignees under Article VI, (ii) the market
stand-off provisions of paragraph 4.4 and (iii) the Special Purchase Right under
Article VIII.

5.4 AGGREGATE VESTING LIMITATION.

If the Option is exercised in more than one increment so that
the Optionee is a party to one or more other Stock Purchase Agreements ("Prior
Purchase Agreements") which are executed prior to the date of this Agreement,
then the total number of Purchased Shares as to which the Optionee shall be
deemed to have a fully-vested interest under this Agreement and all Prior
Purchase Agreements shall not exceed in the aggregate the number of Purchased
Shares in which the Optionee would otherwise at the time be vested, in
accordance with the vesting provisions of paragraph 5.3, had all the Purchased
Shares been acquired exclusively under this Agreement.

5.5 FRACTIONAL SHARES. No fractional shares shall be repurchased by the
Corporation. Accordingly, should the Repurchase Right extend to a fractional
share (in accordance with the vesting provisions of paragraph 5.3) at the time
the Optionee ceases Service, then such fractional share shall be added to any
fractional share in which the Optionee is at such time vested in order to make
one whole vested share no longer subject to the Repurchase Right.

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<PAGE> 36

5.6 ADDITIONAL SHARES OR SUBSTITUTED SECURITIES. In the event of any
stock dividend, stock split, recapitalization or other change affecting the
Corporation's outstanding Common Stock as a class effected without receipt of
consideration, then any new, substituted or additional securities or other
property (including money paid other than as a regular cash dividend) which is
by reason of any such transaction distributed with respect to the Purchased
Shares shall be immediately subject to the Repurchase Right, but only to the
extent the Purchased Shares are at the time covered by such right. Appropriate
adjustments to reflect the distribution of such securities or property shall be
made to the number of Purchased Shares and Total Purchasable Shares hereunder
and to the price per share to be paid upon the exercise of the Repurchase Right
in order to reflect the effect of any such transaction upon the Corporation's
capital structure; provided, however, that the aggregate purchase price shall
remain the same.

5.7 CORPORATE TRANSACTION.

A. The Repurchase Rights shall automatically terminate and
cease to be exercisable upon the consummation of any Fundamental Change (as
defined in the Plan), provided that such Repurchase Rights shall not terminate
if and to the extent the Repurchase Rights are assigned to the successor
corporation (or parent thereof) in connection with such Fundamental Change.

B. Repurchase Rights which are assigned in connection with a
Fundamental Change shall be exercisable with respect to the property issued to
the Optionee upon consummation of such Fundamental Change in exchange for the
Common Stock held by the Optionee subject to the Repurchase Rights immediately
prior to the Fundamental Change.

C. Any Repurchase Rights which are assigned in a Fundamental
Change and do not otherwise become vested at that time, shall automatically
terminate and cease to be exercisable in the event the Optionee's Service should
subsequently terminate by reason of a termination without Cause within eighteen
(18) months following the effective date of such Fundamental Change.

D. This Agreement shall not in any way affect the right of the
Corporation to adjust, reclassify, reorganize or otherwise make changes in its
capital or business structure or to merge, consolidate, dissolve, liquidate or
sell or transfer all or any part of its business or assets.

VI. RIGHT OF FIRST REFUSAL

6.1 GRANT. The Corporation is hereby granted rights of first refusal
(the "First Refusal Right"), exercisable in connection with any proposed
transfer of the Purchased Shares in which the Optionee has vested in accordance
with the vesting provisions of Article V. For purposes of this Article VI, the
term "transfer" shall include any sale, assignment, pledge, encumbrance or other
disposition for value of the Purchased Shares intended to be made by the Owner,
but shall not include any of the permitted transfers under paragraph 4.1.

6.2 NOTICE OF INTENDED DISPOSITION. In the event the Owner desires to
accept a bona fide third-party offer for the transfer of any or all of the
Purchased Shares (the shares subject to such offer to be hereinafter called the
"Target Shares"), Owner shall promptly (i) deliver to the Secretary written
notice (the "Disposition Notice") of the terms and conditions of the offer,

8
<PAGE> 37

including the purchase price and the identity of the third-party offeror and
(ii) provide satisfactory proof that the disposition of the Target Shares to
such third-party offeror would not be in contravention of the provisions set
forth in Articles II and IV of this Agreement.

6.3 EXERCISE OF RIGHT. The Corporation shall, for a period of
forty-five (45) days following receipt of the Disposition Notice, have the right
to repurchase any or all of the Target Shares specified in the Disposition
Notice upon the same terms and conditions specified therein or upon terms and
conditions which do not materially vary from those specified therein. Such right
shall be exercisable by delivery of written notice (the "Exercise Notice") to
Owner prior to the expiration of the forty-five (45)-day exercise period. If
such right is exercised with respect to all the Target Shares specified in the
Disposition Notice, then the Corporation (or its assignees) shall effect the
repurchase of the Target Shares, including payment of the purchase price, not
more than ten (10) business days after delivery of the Exercise Notice; and at
such time Owner shall deliver to the Corporation the certificates representing
the Target Shares to be repurchased, each certificate to be properly endorsed
for transfer. To the extent any of the Target Shares are at the time held in
escrow under Article VII, the certificates for such shares shall automatically
be released from escrow and delivered to the Corporation for purchase. Should
the purchase price specified in the Disposition Notice be payable in property
other than cash or evidences of indebtedness, the Corporation (or its assignees)
shall have the right to pay the purchase price in the form of cash equal in
amount to the value of such property. If the Owner and the Corporation (or its
assignees) cannot agree on such cash value within ten (10) days after the
Corporation's receipt of the Disposition Notice, the valuation shall be made by
an appraiser of recognized standing selected by the Owner and the Corporation
(or its assignees) or, if they cannot agree on an appraiser within twenty (20)
days after the Corporation's receipt of the Disposition Notice, each shall
select an appraiser of recognized standing and the two appraisers shall
designate a third appraiser of recognized standing, whose appraisal shall be
determinative of such value. The cost of such appraisal shall be shared equally
by the Owner and the Corporation. The closing shall then be held on the later of
(i) the tenth business day following delivery of the Exercise Notice or (ii) the
tenth business day after such cash valuation shall have been made.

6.4 NON-EXERCISE OF RIGHT. In the event the Exercise Notice is not
given to Owner within forty-five (45) days following the date of the
Corporation's receipt of the Disposition Notice, Owner shall have a period of
thirty (30) days thereafter in which to sell or otherwise dispose of the Target
Shares to the third-party offeror identified in the Disposition Notice upon
terms and conditions (including the purchase price) no more favorable to such
third-party offeror than those specified in the Disposition Notice; provided,
however, that any such sale or disposition must not be effected in contravention
of the provisions of Article II of this Agreement. To the extent any of the
Target Shares are at the time held in escrow under Article VII, the certificates
for such shares shall automatically be released from escrow and surrendered to
the Owner. The third-party offeror shall acquire the Target Shares free and
clear of the Corporation's Repurchase Right under Article V and the
Corporation's First Refusal Right hereunder, but the acquired shares shall
remain subject to (i) the securities law restrictions of paragraph 2.2(a) and
(ii) the market stand-off provisions of paragraph 4.4. In the event Owner does
not effect such sale or disposition of the Target Shares within the specified
thirty (30)-day period, the Corporation's First Refusal Right shall continue to
be applicable to any subsequent

9
<PAGE> 38

disposition of the Target Shares by Owner until such right lapses in accordance
with paragraph 6.7.

6.5 PARTIAL EXERCISE OF RIGHT. In the event the Corporation (or its
assignees) makes a timely exercise of the First Refusal Right with respect to a
portion, but not all, of the Target Shares specified in the Disposition Notice,
Owner shall have the option, exercisable by written notice to the Corporation
delivered within thirty (30) days after the date of the Disposition Notice, to
effect the sale of the Target Shares pursuant to one of the following
alternatives:

A. sale or other disposition of all the Target Shares to the
third-party offeror identified in the Disposition Notice, but in full compliance
with the requirements of paragraph 6.4, as if the Corporation did not exercise
the First Refusal Right hereunder; or

B. sale to the Corporation (or its assignees) of the portion
of the Target Shares which the Corporation (or its assignees) has elected to
purchase, such sale to be effected in substantial conformity with the provisions
of paragraph 6.3.

Failure of Owner to deliver timely notification to the
Corporation under this paragraph 6.5 shall be deemed to be an election by Owner
to sell the Target Shares pursuant to alternative (i) above.

6.6 RECAPITALIZATION/MERGER.

A. In the event of any stock dividend, stock split,
recapitalization or other transaction affecting the Corporation's outstanding
Common Stock as a class effected without receipt of consideration, then any new,
substituted or additional securities or other property which is by reason of
such transaction distributed with respect to the Purchased Shares shall be
immediately subject to the Corporation's First Refusal Right hereunder, but only
to the extent the Purchased Shares are at the time covered by such right.

B. In the event of any of the following transactions: (i) a
merger or consolidation in which the Corporation is not the surviving entity;
(ii) a sale, transfer or other disposition of all or substantially all of the
Corporation's assets; (iii) a reverse merger in which the Corporation is the
surviving entity but in which the Corporation's outstanding voting securities
are transferred in whole or in part to person or persons other than those who
held such securities immediately prior to the merger; or (iv) any transaction
effected primarily to change the State in which the Corporation is incorporated,
or to create a holding company structure, the Corporation's First Refusal Right
shall remain in full force and effect and shall apply to the new capital stock
or other property received in exchange for the Purchased Shares in consummation
of the transaction but only to the extent the Purchased Shares are at the time
covered by such right.

6.7 LAPSE. The First Refusal Right under this Article VI shall lapse
and cease to have effect upon the earliest to occur of (i) the first date on
which shares of the Corporation's Common Stock are held of record by more than
five hundred (500) persons, (ii) a determination is made by the Corporation's
Board of Directors that a public market exists for the outstanding shares of the
Corporation's Common Stock, or (iii) a firm commitment underwritten public
offering pursuant to an effective registration statement under the 1933 Act,
covering the offer

10
<PAGE> 39

and sale of the Corporation's Common Stock in the aggregate amount of at least
$5,000,000. However, the market stand-off provisions of paragraph 4.4 shall
continue to remain in full force and effect following the lapse of the First
Refusal Right hereunder.

VII. ESCROW

7.1 DEPOSIT. Upon issuance, the certificates for any Unvested Shares
purchased hereunder shall be deposited in escrow with the Secretary to be held
in accordance with the provisions of this Article VII. Each deposited
certificate shall be accompanied by a duly-executed Assignment Separate from
Certificate in the form of Exhibit I. The deposited certificates, together with
any other assets or securities from time to time deposited with the Secretary
pursuant to the requirements of this Agreement, shall remain in escrow until
such time or times as the certificates (or other assets and securities) are to
be released or otherwise surrendered for cancellation in accordance with
paragraph 7.3. Upon delivery of the certificates (or other assets and
securities) to the Secretary, the Owner shall be issued an instrument of deposit
acknowledging the number of Unvested Shares (or other assets and securities)
delivered in escrow.

7.2 RECAPITALIZATION. All regular cash dividends on the Unvested Shares
(or other securities at the time held in escrow) shall be paid directly to the
Owner and shall not be held in escrow. However, in the event of any stock
dividend, stock split, recapitalization or other change affecting the
Corporation's outstanding Common Stock as a class effected without receipt of
consideration or in the event of a Fundamental Change, any new, substituted or
additional securities or other property which is by reason of such transaction
distributed with respect to the Unvested Shares shall be immediately delivered
to the Secretary to be held in escrow under this Article VII, but only to the
extent the Unvested Shares are at the time subject to the escrow requirements of
paragraph 7.1.

7.3 RELEASE/SURRENDER. The Unvested Shares, together with any other
assets or securities held in escrow hereunder, shall be subject to the following
terms and conditions relating to their release from escrow or their surrender to
the Corporation for repurchase and cancellation:

A. Should the Corporation (or its assignees) elect to exercise
the Repurchase Right under Article V with respect to any Unvested Shares, then
the escrowed certificates for such Unvested Shares (together with any other
assets or securities issued with respect thereto) shall be delivered to the
Corporation concurrently with the payment to the Owner, in cash or cash
equivalent (including the cancellation of any purchase-money indebtedness), of
an amount equal to the aggregate Option Price for such Unvested Shares, and the
Owner shall cease to have any further rights or claims with respect to such
Unvested Shares (or other assets or securities attributable to such Unvested
Shares).

B. Should the Corporation (or its assignees) elect to exercise
its First Refusal Right under Article VI with respect to any vested Target
Shares held at the time in escrow hereunder, then the escrowed certificates for
such Target Shares (together with any other assets or securities attributable
thereto) shall, concurrently with the payment of the paragraph 6.3 purchase
price for such Target Shares to the Owner, be surrendered to the Corporation,
and the

11
<PAGE> 40

Owner shall cease to have any further rights or claims with respect to such
Target Shares (or other assets or securities).

C. Should the Corporation (or its assignees) elect not to
exercise its First Refusal Right under Article VI with respect to any Target
Shares held at the time in escrow hereunder, then the escrowed certificates for
such Target Shares (together with any other assets or securities attributable
thereto) shall be surrendered to the Owner for disposition in accordance with
the provisions of paragraph 6.4.

D. As the interest of the Optionee in the Unvested Shares (or
any other assets or securities attributable thereto) vests in accordance with
the provisions of Article V, the certificates for such vested shares (as well as
all other vested assets and securities) shall be released from escrow and
delivered to the Owner in accordance with the following schedule:

i. The initial release of vested shares (or other
vested assets and securities) from escrow shall be effected within thirty (30)
days following the expiration of the initial twelve (12)-month period measured
from the Grant Date.

ii. Subsequent releases of vested shares (or other
vested assets and securities) from escrow shall be effected at semi-annual
intervals thereafter, with the first such semi-annual release to occur eighteen
(18) months after the Grant Date.

iii. Upon the Optionee's cessation of Service, any
escrowed Purchased Shares (or other assets or securities) in which the Optionee
is at the time vested shall be promptly released from escrow.

iv. Upon any earlier termination of the Corporation's
Repurchase Right in accordance with the applicable provisions of Article V, any
Purchased Shares (or other assets or securities) at the time held in escrow
hereunder shall promptly be released to the Owner as fully-vested shares or
other property.

E. All Purchased Shares (or other assets or securities)
released from escrow in accordance with the provisions of subparagraph (D) above
shall nevertheless remain subject to (I) the Corporation's First Refusal Right
under Article VI until such right lapses pursuant to paragraph 6.7, (II) the
market stand-off provisions of paragraph 4.4 until such provisions terminate in
accordance therewith and (III) the Special Purchase Right under Article VIII.

VIII. MARITAL DISSOLUTION OR LEGAL SEPARATION

8.1 GRANT. In connection with the dissolution of the Optionee's
marriage or the legal separation of the Optionee and the Optionee's spouse, the
Corporation shall have the right (the "Special Purchase Right"), exercisable at
any time during the thirty (30)-day period following the Corporation's receipt
of the required Dissolution Notice under paragraph 8.2, to purchase from the
Optionee's spouse, in accordance with the provisions of paragraph 8.3, all or
any portion of the Purchased Shares which would otherwise be awarded to such
spouse in settlement of any community property or other marital property rights
such spouse may have in such shares.

12
<PAGE> 41

8.2 NOTICE OF DECREE OR AGREEMENT. The Optionee shall promptly provide
the Secretary with written notice (the "Dissolution Notice") of (i) the entry of
any judicial decree or order resolving the property rights of the Optionee and
the Optionee's spouse in connection with their marital dissolution or legal
separation or (ii) the execution of any contract or agreement relating to the
distribution or division of such property rights. The Dissolution Notice shall
be accompanied by a copy of the actual decree of dissolution or settlement
agreement between the Optionee and the Optionee's spouse which provides for the
award to the spouse of one or more Purchased Shares in settlement of any
community property or other marital property rights such spouse may have in such
shares.

8.3 EXERCISE OF SPECIAL PURCHASE RIGHT. The Special Purchase Right
shall be exercisable by delivery of written notice (the "Purchase Notice") to
the Optionee and the Optionee's spouse within thirty (30) days after the
Corporation's receipt of the Dissolution Notice. The Purchase Notice shall
indicate the number of shares to be purchased by the Corporation, the date such
purchase is to be effected (such date to be not less than five (5) business
days, nor more than ten (10) business days, after the date of the Purchase
Notice), and the fair market value to be paid for such Purchased Shares. The
Optionee (or the Optionee's spouse, to the extent such spouse has physical
possession of the Purchased Shares) shall, prior to the close of business on the
date specified for the purchase, deliver to the Secretary the certificates
representing the shares to be purchased, each certificate to be properly
endorsed for transfer. To the extent any of the shares to be purchased by the
Corporation are at the time held in escrow under Article VII, the certificates
for such shares shall be promptly delivered out of escrow to the Corporation.
The Corporation shall, concurrently with the receipt of the stock certificates,
pay to the Optionee's spouse (in cash or cash equivalents) an amount equal to
the fair market value specified for such shares in the Purchase Notice.

If the Optionee's spouse does not agree with the fair market
value specified for the shares in the Purchase Notice, then the spouse shall
promptly notify the Corporation in writing of such disagreement and the fair
market value of such shares shall thereupon be determined by an appraiser of
recognized standing selected by the Corporation and the spouse. If they cannot
agree on an appraiser within twenty (20) days after the date of the Purchase
Notice, each shall select an appraiser of recognized standing, and the two
appraisers shall designate a third appraiser of recognized standing whose
appraisal shall be determinative of such value. The cost of the appraisal shall
be shared equally by the Corporation and the Optionee's spouse. The closing
shall then be held on the fifth business day following the completion of such
appraisal; provided, however, that if the appraised value is more than fifteen
percent (15%) greater than the fair market value specified for the shares in the
Purchase Notice, the Corporation shall have the right, exercisable prior to the
expiration of such five (5)-business-day period, to rescind the exercise of the
Special Purchase Right and thereby revoke its election to purchase the shares
awarded to the spouse.

8.4 LAPSE. The Special Purchase Right under this Article VIII shall
lapse and cease to have effect upon the earlier to occur of (i) the first date
on which the First Refusal Right under Article VI lapses or (ii) the expiration
of the thirty (30)-day exercise period specified in paragraph 8.3, to the extent
the Special Purchase Right is not timely exercised in accordance with such
paragraph.

13
<PAGE> 42

IX. GENERAL PROVISIONS

9.1 ASSIGNMENT. The Corporation may assign its Repurchase Right under
Article V, its First Refusal Right under Article VI and/or its Special Purchase
Right under Article VIII to any person or entity selected by the Corporation's
Board of Directors, including (without limitation) one or more shareholders of
the Corporation.

If the assignee of the Repurchase Right is other than a
subsidiary corporation of the Corporation or a parent corporation owning one
hundred percent (100%) of the Corporation, then such assignee must make a cash
payment to the Corporation, upon the assignment of the Repurchase Right, in an
amount equal to the excess (if any) of (i) the fair market value of the Unvested
Shares at the time subject to the assigned Repurchase Right over (ii) the
aggregate repurchase price payable for the Unvested Shares thereunder.

9.2 DEFINITIONS. For purposes of this Agreement, the following
provisions shall be applicable in determining the parent and subsidiary entities
of the Corporation:

A. Any entity (other than the Corporation) in an unbroken
chain of entities ending with the Corporation shall be considered to be a parent
entity of the Corporation, provided each such entity in the unbroken chain
(other than the Corporation) owns, at the time of the determination, stock (or
other equity securities) possessing fifty percent (50%) or more of the total
combined voting power of all classes of voting securities in one of the other
entities in such chain.

B. Each entity (other than the Corporation) in an unbroken
chain of entities beginning with the Corporation shall be considered to be a
subsidiary of the Corporation, provided each such entity (other than the last
entity) in the unbroken chain owns, at the time of the determination, equity
securities possessing fifty percent (50%) or more of the total combined voting
power of all classes of voting securities in one of the other entities in such
chain.

9.3 NO EMPLOYMENT OR SERVICE CONTRACT. Nothing in this Agreement or in
the Plan shall confer upon the Optionee any right to continue in the Service of
the Corporation (or any parent or subsidiary entity of the Corporation employing
or retaining Optionee) 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 entity of the Corporation employing or retaining Optionee) or the
Optionee, which rights are hereby expressly reserved by each, to terminate the
Optionee's Service at any time for any reason whatsoever, with or without cause.

9.4 NOTICES. Any notice required in connection with (i) the Repurchase
Right, the Special Purchase Right or the First Refusal Right or (ii) the
disposition of any Purchased Shares covered thereby shall be given in writing
and shall be deemed effective upon personal delivery or upon deposit in the
United States mail, registered or certified, postage prepaid and addressed to
the party entitled to such notice at the address indicated below such party's
signature line on this Agreement or at such other address as such party may
designate by ten (10) days advance written notice under this paragraph 9.4 to
all other parties to this Agreement.

9.5 NO WAIVER. The failure of the Corporation (or its assignees) in any
instance to exercise the Repurchase Right granted under Article V, or the
failure of the Corporation (or its

14
<PAGE> 43

assignees) in any instance to exercise the First Refusal Right granted under
Article VI, or the failure of the Corporation (or its assignees) in any instance
to exercise the Special Purchase Right granted under Article VIII shall not
constitute a waiver of any other repurchase rights and/or rights of first
refusal that may subsequently arise under the provisions of this Agreement or
any other agreement between the Corporation and the Optionee or the Optionee's
spouse. No waiver of any breach or condition of this Agreement shall be deemed
to be a waiver of any other or subsequent breach or condition, whether of like
or different nature.

9.6 CANCELLATION OF SHARES. If the Corporation (or its assignees) shall
make available, at the time and place and in the amount and form provided in
this Agreement, the consideration for the Purchased Shares to be repurchased in
accordance with the provisions of this Agreement, then from and after such time,
the person from whom such shares are to be repurchased shall no longer have any
rights as a holder of such shares (other than the right to receive payment of
such consideration in accordance with this Agreement), and such shares shall be
deemed purchased in accordance with the applicable provisions hereof and the
Corporation (or its assignees) shall be deemed the owner and holder of such
shares, whether or not the certificates therefor have been delivered as required
by this Agreement.

X. MISCELLANEOUS PROVISIONS

10.1 OPTIONEE UNDERTAKING. Optionee hereby agrees to take whatever
additional action and execute whatever additional documents the Corporation may
in its judgment deem necessary or advisable in order to carry out or effect one
or more of the obligations or restrictions imposed on either the Optionee or the
Purchased Shares pursuant to the express provisions of this Agreement.

10.2 AGREEMENT IS ENTIRE CONTRACT. This Agreement constitutes the
entire contract between the parties hereto with regard to the subject matter
hereof. This Agreement is made pursuant to the provisions of the Plan and shall
in all respects be construed in conformity with the express terms and provisions
of the Plan.

10.3 GOVERNING LAW. This Agreement shall be governed by, and construed
in accordance with, the laws of the State of Delaware, as such laws are applied
to contracts entered into and performed in such State without resort to that
State's conflict-of-laws rules.

10.4 COUNTERPARTS. This Agreement may be executed in counterparts, each
of which shall be deemed to be an original, but all of which together shall
constitute one and the same instrument.

10.5 SUCCESSORS AND ASSIGNS. The provisions of this Agreement shall
inure to the benefit of, and be binding upon, the Corporation and its successors
and assigns and the Optionee and the Optionee's legal representatives, heirs,
legatees, distributees, assigns and transferees by operation of law, whether or
not any such person shall have become a party to this Agreement or agreed in
writing to join herein and be bound by the terms and conditions hereof.

10.6 POWER OF ATTORNEY. Optionee's spouse hereby appoints Optionee his
or her true and lawful attorney in fact, for him or her and in his or her name,
place and stead, and for his or her use and benefit, to agree to any amendment
or modification of this Agreement and to execute

15
<PAGE> 44

such further instruments and take such further actions as may reasonably be
necessary to carry out the intent of this Agreement. Optionee's spouse further
gives and grants unto Optionee as his or her attorney in fact full power and
authority to do and perform every act necessary and proper to be done in the
exercise of any of the foregoing powers as fully as he or she might or could do
if personally present, with full power of substitution and revocation, hereby
ratifying and confirming all that Optionee shall lawfully do and cause to be
done by virtue of this power of attorney.

IN WITNESS WHEREOF, the parties have executed this Agreement
on the day and year first indicated above.

iSKY, Inc.

By:
--------------------------------------
Title: Vice President and General Counsel
-----------------------------------

Address: 4600 South Syracuse Street, Suite 500
-----------------------------------------
Denver, Colorado 80237-2750
-----------------------------------------

-----------------------------------------
Optionee *

Address:
-----------------------------------------
-----------------------------------------

The undersigned spouse of Optionee has read and hereby
approves the foregoing Stock Purchase Agreement. In consideration of the
Corporation's granting the Optionee the right to acquire the Purchased Shares in
accordance with the terms of such Agreement, the undersigned hereby agrees to be
irrevocably bound by all the terms and provisions of such Agreement, including
(specifically) the right of the Corporation (or its assignees) to purchase any
and all interest or right the undersigned may otherwise have in such shares
pursuant to community property laws or other marital property rights.

-----------------------------------------
Optionee's Spouse

Address:
-----------------------------------------
-----------------------------------------

----------
* I have executed the Section 83(b) election that was attached hereto
as Exhibit II. As set forth in Article III, I understand that I, and not the
Corporation, will be responsible for completing the form and filing the election
with the appropriate office of the Federal and State tax authorities and that if
such filing is not completed within thirty (30) days after the date of this
Agreement, I will not be entitled to the tax benefits provided by Section 83(b).

16
<PAGE> 45

EXHIBIT I
ASSIGNMENT SEPARATE FROM CERTIFICATE

FOR VALUE RECEIVED, _____________________ hereby sell(s),
assign(s) and transfer(s) unto iSKY, Inc. (the "Corporation"),____(___) shares
of the Common Stock of the Corporation standing in his\her name on the books of
the Corporation represented by Certificate No. __ and do hereby irrevocably
constitute and appoint ________________ as Attorney to transfer the said stock
on the books of the Corporation with full power of substitution in the premises.

Dated:
------------------
Signature
--------------------------------

INSTRUCTION: Please do not fill in any blanks other than the signature line. The
purpose of this assignment is to enable the Corporation to exercise its
Repurchase Right set forth in the Agreement without requiring additional
signatures on the part of the Optionee.

Exhibit I-1
<PAGE> 46

EXHIBIT II

SECTION 83(b) TAX ELECTION

This statement is being made under Section 83(b) of the Internal Revenue Code
(the "Code"), pursuant to Treas. Reg. Section 1.83-2.

(1) The taxpayer who performed the services is:

Name:
------------------------------------------------------------------
Address:
---------------------------------------------------------------
Taxpayer Identification No.:
-------------------------------------------

(2) The property with respect to which the election is being made is
____________ shares of the common stock of iSKY, Inc. (the
"Corporation").

(3) The property was issued on _________________, 19 __.

(4) The taxable year in which the election is being made is the calendar
year 19__.

(5) The property is subject to a repurchase right pursuant to which the
Corporation has the right to acquire the property at the original
purchase price if for any reason taxpayer's employment with the
Corporation is terminated. The Corporation's repurchase right lapses in
a series of annual and monthly installments over a four year period
ending on __________, 19__.

(6) The fair market value at the time of transfer (determined without
regard to any restriction other than a restriction which by its terms
will never lapse) is $__ per share.

(7) The amount paid for such property is $_______ per share.

(8) A copy of this statement was furnished to the Corporation for whom
taxpayer rendered the services underlying the transfer of property.

(9) This statement is executed as of: _______________, 20__.

----------------------------- -----------------------------------------
Spouse (if any) Taxpayer

This form must be filed with the Internal Revenue Service Center with which
taxpayer files his/her Federal income tax returns. The filing must be made
within 30 days after the execution date of the Stock Purchase Agreement.

Exhibit II-1
<PAGE> 47

SPECIAL PROTECTIVE ELECTION PURSUANT TO
SECTION 83(b) OF THE INTERNAL REVENUE CODE WITH
RESPECT TO PROPERTY ACQUIRED UPON EXERCISE OF
AN INCENTIVE STOCK OPTION

The property described in the above Section 83(b) election is comprised of
shares of common stock acquired pursuant to the exercise of an incentive stock
option under Section 422 of the Code. Accordingly, it is the intent of the
Taxpayer to utilize this election to achieve the following tax results:

1. The purpose of this election is to have the alternative
minimum taxable income attributable to the purchased shares measured by the
amount by which the fair market value of such shares at the time of their
transfer to the Taxpayer exceeds the purchase price paid for the shares. In the
absence of this election, such alternative minimum taxable income would be
measured by the spread between the fair market value of the purchased shares and
the purchase price which exists on the various lapse dates in effect for the
forfeiture restrictions applicable to such shares. The election is to be
effective to the full extent permitted under the Code.

2. Section 421(a)(1) of the Code expressly excludes from
income any excess of the fair market value of the purchased shares over the
amount paid for such shares. Accordingly, this election is also intended to be
effective in the event there is a "disqualifying disposition" of the shares,
within the meaning of Section 421(b) of the Code, which would otherwise render
the provisions of Section 83(a) of the Code applicable at that time.
Consequently, the Taxpayer hereby elects to have the amount of disqualifying
disposition income measured by the excess of the fair market value of the
purchased shares on the date of transfer to the Taxpayer over the amount paid
for such shares. Since Section 421(a) presently applies to the shares which are
the subject of this Section 83(b) election, no taxable income is actually
recognized for regular tax purposes at this time, and no income taxes are
payable, by the Taxpayer as a result of this election.

This form should be filed with the Internal Revenue Service Center with which
taxpayer files his/her Federal income tax returns. The filing must be made
within 30 days after the execution date of the Stock Purchase Agreement.

NOTE: PAGE 2 SHOULD BE ATTACHED ONLY IF YOU ARE EXERCISING AN
INCENTIVE STOCK OPTION.

Exhibit II-2
<PAGE> 48

OPTION GRANT AGREEMENT

THIS OPTION GRANT AGREEMENT (the "AGREEMENT") is entered into as of
_______________, 2000, by and between WILDBLUE COMMUNICATIONS, INC. (f/k/a iSKY,
Inc., iSKY.net, Inc., and Kastar Satellite Communications Corp.), a Delaware
corporation (the "COMPANY") and ________________________ (the "OPTION HOLDER").

WHEREAS, the Company and the Option Holder have entered into that
certain Amended and Restated Stock Option Agreement, dated as of _____________
1999 (the "OPTION AGREEMENT") (terms not otherwise defined herein shall have the
meanings ascribed thereto in the Option Agreement); and

WHEREAS, pursuant to the terms of the Option Agreement, the Company is
obligated to grant Option Holder Subsequent Option Grants upon the occurrence of
a "Dilutive Event"; and

WHEREAS, Dilutive Events have occurred requiring the Company to grant
Option Holder options to acquire: (i) _______________ shares of the Company's
$.001 par value per share Series _____ Preferred Stock (the "SERIES A STOCK") at
$____________ per share; (ii)

NOW, THEREFORE, for and in consideration of the mutual promises and
covenants herein contained, it is mutually covenanted and agreed by the parties
hereto as follows:

1. SUBSEQUENT OPTION GRANT. Subject to the terms and conditions of this
Agreement and the Option Agreement, effective as of the date hereof, the Company
hereby grants to Option Holder an option to purchase:

<TABLE>
<CAPTION>
NO. OF SHARES STOCK DESCRIPTION EXERCISE PRICE PER SHARE
------------- ----------------- ------------------------
<S> <C> <C>

</TABLE>

2. VESTING. The Option granted hereunder and the shares issuable upon
exercise thereof, shall be considered to have vested, or will vest, for purposes
of Section 2 of the Option Agreement, on the same dates and in the same
percentages as the Initial Option Shares vest.

3. ADDITIONAL TERMS. Except as expressly set forth in this Agreement,
the Options granted hereunder, and the rights and obligations of the Option
Holder and the Company with respect thereto (including, but not limited to
requirements for exercise, vesting and expiration of such Options), shall be
governed by the terms and conditions set forth in the Option Agreement. The
Option Shares received by the Option Holder upon exercise of the Option granted
hereunder shall, in all respects, be treated in the same manner under the Option
Agreement as the Initial Option Shares, including without limitation, under
Section 4 thereof. If there is a conflict between the terms hereof and the terms
of the Option Agreement, the terms of the Option Agreement shall control.

[THE REMAINDER OF THIS PAGE LEFT BLANK INTENTIONALLY.]

<PAGE> 49

IN WITNESS WHEREOF, the parties hereto have executed this Stock Option Agreement
as of the day and year first above written.

WILDBLUE COMMUNICATIONS, INC.

By:
--------------------------------------
Name:
------------------------------------
Title:
-----------------------------------

OPTION HOLDER:

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