EXHIBIT A

EX-4.3 4 f2000stockoptionplandocument.htm 2000 STOCK OPTION PLAN EXHIBIT A

2000 STOCK OPTION PLAN

ION NETWORKS, INC.

1. Purposes of the Plan. This stock option plan (the "Plan") is intended

to provide an incentive to employees (including directors and officers who are

employees), and to consultants and directors who are not employees, of Ion

Networks, Inc., a Delaware corporation (the "Company"), or any of its

Subsidiaries (as such term is defined in Paragraph 19), and to offer an

additional inducement in obtaining the services of such individuals. The Plan

provides for the grant of "incentive stock options" ("ISOs") within the meaning

of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"),

and nonqualified stock options which do not qualify as ISOs ("NQSOs"). The

Company makes no representation or warranty, express or implied, as to the

qualification of any option as an "incentive stock option" under the Code.

2. Stock Subject to the Plan. Subject to the provisions of Paragraph 12,

the aggregate number of shares of the Company's Common Stock, par value $.001

per share ("Common Stock"), for which options may be granted under the Plan

shall not exceed 3,000,000 shares. Such shares of Common Stock may, in the

discretion of the Board of Directors of the Company (the "Board of Directors"),

consist either in whole or in part of authorized but unissued shares of Common

Stock or shares of Common Stock held in the treasury of the Company. Subject to

the provisions of Paragraph 13, any shares of Common Stock subject to an option

which for any reason expires, is canceled or is terminated unexercised or which

ceases for any reason to be exercisable shall again become available for the

granting of options under the Plan. However, should the exercise price of an

option under the Plan be paid with shares of Common Stock or should shares of

Common Stock otherwise issuable under the Plan be withheld by the Company in

satisfaction of the withholding taxes incurred in connection with the exercise

of an option, then the number of shares of Common Stock available for issuance

under the Plan shall be reduced by the gross number of shares for which the

option is exercised, and not by the net number of shares of Common Stock issued

to the holder of such option. The Company shall at all times during the term of

the Plan reserve and keep available such number of shares of Common Stock as

will be sufficient to satisfy the requirements of the Plan.

3. Administration of the Plan. The Plan will be administered by the

Board of Directors, or by a committee (the "Committee") consisting of two or

more directors appointed by the Board of Directors. Those administering the Plan

shall be referred to herein as the "Administrators." Notwithstanding the

foregoing, if the Company is or becomes a corporation issuing any class of

common equity securities required to be registered under Section 12 of the

Securities Exchange Act of 1934, as amended (the "Exchange Act"), to the extent

necessary to preserve any deduction under Section 162(m) of the Code or to

comply with Rule 16b-3 promulgated under the Exchange Act, or any successor rule

("Rule 16b-3"), any Committee appointed by the Board of Directors to administer

the Plan shall be comprised of two or more directors each of whom shall be a

"non-employee director," within the meaning of Rule 16b-3, and an "outside

director," within the meaning of Treasury Regulation Section 1.162-27(e)(3), and

the delegation of powers to the Committee shall be consistent with applicable

laws and regulations (including, without limitation, applicable state law and

Rule 16b-3). Unless otherwise provided in the By-Laws of the Company, by

resolution of the Board of Directors or applicable law, a majority of the

members of the Board or the Committee shall constitute a quorum, and the acts of

a majority of the members present at any meeting at which a quorum is present,

and any acts approved in writing by all members without a meeting, shall be the

acts of the Board or the Committee.

Subject to the express provisions of the Plan, the Administrators shall

have the authority, in their sole discretion, to determine the persons who shall

be granted options; the times when they shall receive options; whether an option

granted to an employee shall be an ISO or a NQSO; the type (i.e., voting or

non-voting) and number of shares of Common Stock to be subject to each option;

the term of each option; the date each option shall become exercisable; whether

an option shall be exercisable in whole or in installments, and, if in

installments, the number of shares of Common Stock to be subject to each

installment; whether the installments shall be cumulative; the date each

installment shall become exercisable and the term of each installment; whether

to accelerate the date of exercise of any option or installment; whether shares

of Common Stock may be issued upon the exercise of an option as partly paid,

and, if so, the dates when future installments of the exercise price shall

become due and the amounts of such installments; the exercise price of each

option; the form of payment of the exercise price; the fair market value of a

share of Common Stock; whether and under what conditions to restrict the sale or

other disposition of the shares of Common Stock acquired upon the exercise of an

option and, if so, whether and under what conditions to waive any such

restriction; whether and under what conditions to subject the exercise of all or

any portion of an option to the fulfillment of certain restrictions or

contingencies as specified in the contract referred to in Paragraph 11 (the

"Contract"), including without limitation restrictions or contingencies relating

to (a) entering into a covenant not to compete with the Company, its Parent (if

any) (as such term is defined in Paragraph 19) and any Subsidiaries, (b)

financial objectives for the Company, any of its Subsidiaries, a division, a

product line or other category and/or (c) the period of continued employment of

the optionee with the Company or any of its Subsidiaries, and to determine

whether such restrictions or contingencies have been met; the amount, if any,

necessary to satisfy the obligation of the Company, any of its Subsidiaries or

any Parent to withhold taxes or other amounts; whether an optionee has a

Disability (as such term is defined in Paragraph 19); with the consent of the

optionee, to cancel or modify an option, provided, however, that the modified

provision is permitted to be included in an option granted under the Plan on the

date of the modification; provided, further, however, that in the case of a

modification (within the meaning of Section 424(h) of the Code) of an ISO, such

option as modified would be permitted to be granted on the date of such

modification under the terms of the Plan; to construe the respective Contracts

and the Plan; to prescribe, amend and rescind rules and regulations relating to

the Plan (including the rules and regulations of the Company's 2000 U.K.

sub-plan); to approve any provision of the Plan or any option granted under the

Plan or any amendment to either which, under Rule 16b-3 or Section 162(m) of the

Code, requires the approval of the Board of Directors, a committee of

non-employee directors or the stockholders, in order to be exempt under Section

16(b) of the Exchange Act (unless otherwise specifically provided herein) or to

preserve any deduction under Section 162(m) of the Code; and to make all other

determinations necessary or advisable for administering the Plan. Any

controversy or claim arising out of or relating to the Plan, any option granted

under the Plan or any Contract shall be determined unilaterally by the

Administrators in their sole discretion. The determinations of the

Administrators on matters referred to in this Paragraph 3 shall be conclusive

and binding on all parties. No Administrator or former Administrator shall be

liable for any action or determination made in good faith with respect to the

Plan or any option granted hereunder.

4. Eligibility. The Administrators may from time to time, consistent

with the purposes of the Plan, grant options to such employees (including

officers and directors who are employees) of, or consultants to, the Company or

any of its Subsidiaries, and to such directors of the Company who, at the time

of grant, are not common law employees of the Company or of any of its

Subsidiaries, as the Administrators may determine in their sole discretion. Such

options granted shall cover such number of shares of Common Stock as the

Administrators may determine in their sole discretion; provided, however, that

if on the date of grant of an option, any class of common stock of the Company

(including without limitation the Common Stock) is required to be registered

under Section 12 of the Exchange Act, the maximum number of shares subject to

options that may be granted to any employee during any calendar year under the

Plan shall be 400,000 shares; provided, further, however, that the aggregate

market value (determined at the time the option is granted) of the shares of

Common Stock for which any eligible employee may be granted ISOs under the Plan

or any other plan of the Company, or of a Parent or a Subsidiary of the Company,

which are exercisable for the first time by such optionee during any calendar

year shall not exceed $100,000. The $100,000 ISO limitation amount shall be

applied by taking ISOs into account in the order in which they were granted. Any

option (or portion thereof) granted in excess of such ISO limitation amount

shall be treated as a NQSO to the extent of such excess.

5. Exercise Price. The exercise price of the shares of Common Stock

under each option shall be determined by the Administrators in their sole

discretion; provided, however, that the exercise price of an ISO shall not be

less than the fair market value of the Common Stock subject to such option on

the date of grant; and provided, further, however, that if, at the time an ISO

is granted, the optionee owns (or is deemed to own under Section 424(d) of the

Code) stock possessing more than 10% of the total combined voting power of all

classes of stock of the Company, of any of its Subsidiaries or of a Parent, the

exercise price of such ISO shall not be less than 110% of the fair market value

of the Common Stock subject to such ISO on the date of grant.

The fair market value of a share of Common Stock on any day shall be

(a) if the principal market for the Common Stock is a national securities

exchange, the average of the highest and lowest sales prices per share of the

Common Stock on such day as reported by such exchange or on a consolidated tape

reflecting transactions on such exchange, (b) if the principal market for the

Common Stock is not a national securities exchange and the Common Stock is

quoted on the Nasdaq Stock Market ("Nasdaq"), and (i) if actual sales price

information is available with respect to the Common Stock, the average of the

highest and lowest sales prices per share of the Common Stock on such day on

Nasdaq, or (ii) if such information is not available, the average of the highest

bid and the lowest asked prices per share for the Common Stock on such day on

Nasdaq, or (c) if the principal market for the Common Stock is not a national

securities exchange and the Common Stock is not quoted on Nasdaq, the average of

the highest bid and lowest asked prices per share for the Common Stock on such

day as reported on the OTC Bulletin Board Service or by National Quotation

Bureau, Incorporated or a comparable service; provided,

however, that if clauses (a), (b) and (c) of this Paragraph 5 are all

inapplicable because the Company's Common Stock is not publicly traded, or if no

trades have been made or no quotes are available for such day, the fair market

value of a share of Common Stock shall be determined by the Administrators by

any method consistent with any applicable regulations adopted by the Treasury

Department relating to stock options.

6. Term. Each option granted pursuant to the Plan shall be for such term

as is established by the Administrators, in their sole discretion, at or before

the time such option is granted; provided, however, that the term of each option

granted pursuant to the Plan shall be for a period not exceeding 10 years from

the date of grant thereof, and provided further, that if, at the time an ISO is

granted, the optionee owns (or is deemed to own under Section 424(d) of the

Code) stock possessing more than 10% of the total combined voting power of all

classes of stock of the Company, of any of its Subsidiaries or of a Parent, the

term of the ISO shall be for a period not exceeding five years from the date of

grant. Options shall be subject to earlier termination as hereinafter provided.

7. Exercise. An option (or any installment thereof), to the extent then

exercisable, shall be exercised by giving written notice to the Company at its

principal office stating which option is being exercised, specifying the number

of shares of Common Stock as to which such option is being exercised and

accompanied by payment in full of the aggregate exercise price therefor (or the

amount due on exercise if the applicable Contract permits installment payments)

(a) in cash and/or by certified check, (b) with the authorization of the

Adminstrators, with previously acquired shares of Common Stock having an

aggregate fair market value (determined in accordance with Paragraph 5), on the

date of exercise, equal to the aggregate exercise price of all options being

exercised, or (c) some combination thereof; provided, however, that in no case

may shares be tendered if such tender would require the Company to incur a

charge against its earnings for financial accounting purposes. The Company shall

not be required to issue any shares of Common Stock pursuant to the exercise of

any option until all required payments with respect thereto, including payments

for any required withholding amounts, have been made.

The Administrators may, in their sole discretion, permit payment of the

exercise price of an option by delivery by the optionee of a properly executed

notice, together with a copy of the optionee's irrevocable instructions to a

broker acceptable to the Administrators to deliver promptly to the Company the

amount of sale or loan proceeds sufficient to pay such exercise price. In

connection therewith, the Company may enter into agreements for coordinated

procedures with one or more brokerage firms.

An optionee shall not have the rights of a stockholder with respect to

such shares of Common Stock to be received upon the exercise of an option until

the date of issuance of a stock certificate to the optionee for such shares or,

in the case of uncertificated shares, until the date an entry is made on the

books of the Company's transfer agent representing such shares; provided,

however, that until such stock certificate is issued or until such book entry is

made, any optionee using previously acquired shares of Common Stock in payment

of an option exercise price shall continue to have the rights of a stockholder

with respect to such previously acquired shares.

In no case may a fraction of a share of Common Stock be purchased or

issued under the Plan.

8. Termination of Relationship. Except as may otherwise be expressly

provided in the applicable Contract, any optionee whose employment or consulting

relationship with the Company, its Parent and any of its Subsidiaries, has

terminated for any reason other than the death or Disability of the optionee may

exercise any option granted to the optionee as an employee or consultant, to the

extent exercisable on the date of such termination, at any time within three

months after the date of termination, but not thereafter and in no event after

the date the option would otherwise have expired; provided, however, that if

such relationship is terminated either (a) for Cause (as defined in Paragraph

19), or (b) without the consent of the Company, such option shall terminate

immediately.

For the purposes of the Plan, an employment relationship shall be

deemed to exist between an individual and a corporation if, at the time of the

determination, the individual was an employee of such corporation for purposes

of Section 422(a) of the Code. As a result, an individual on military leave,

sick leave or other bona fide leave of absence shall continue to be considered

an employee for purposes of the Plan during such leave if the period of the

leave does not exceed 90 days, or, if longer, so long as the individual's right

to re-employment with the Company, any of its Subsidiaries or a Parent is

guaranteed either by statute or by contract. If the period of leave exceeds 90

days and the individual's right to re-employment is not guaranteed by statute or

by contract, the employment relationship shall be deemed to have terminated on

the 91st day of such leave.

Except as may otherwise be expressly provided in the applicable

Contract, an optionee whose directorship with the Company has terminated for any

reason other than the optionee's death or Disability may exercise the options

granted to the optionee as a director who was not an employee of or consultant

to the Company or any of its Subsidiaries, to the extent exercisable on the date

of such termination, at any time within three months after the date of

termination, but not thereafter and in no event after the date the option would

otherwise have expired; provided, however, that if the optionee's directorship

is terminated for Cause or without the consent of the Company, such option shall

terminate immediately.

Nothing in the Plan or in any option granted under the Plan shall

confer on any person any right to continue in the employ or as a consultant of

the Company, its Parent or any of its Subsidiaries, or as a director of the

Company, or interfere in any way with any right of the Company, its Parent or

any of its Subsidiaries to terminate such relationship at any time for any

reason whatsoever without liability to the Company, its Parent or any of its

Subsidiaries.

9. Death or Disability of an optionee. Except as may otherwise be

expressly provided in the applicable Contract, if an optionee dies (a) while he

is employed by, or a consultant to, the Company, its Parent or any of its

Subsidiaries, (b) within three months after the termination of the optionee's

employment or consulting relationship with the Company, its Parent and its

Subsidiaries (unless such termination was for Cause or without the consent of

the Company) or (c) within one year following the termination of such employment

or consulting relationship by reason of the optionee's Disability, the options

granted to the optionee as an employee of, or consultant to, the Company or any

of its Subsidiaries, may be exercised, to the

extent exercisable on the date of the optionee's death, by the optionee's Legal

Representative (as such term is defined in Paragraph 19), at any time within one

year after death, but not thereafter and in no event after the date the option

would otherwise have expired. Except as may otherwise be expressly provided in

the applicable Contract, any optionee whose employment or consulting

relationship with the Company, its Parent and its Subsidiaries has terminated by

reason of the optionee's Disability may exercise such options, to the extent

exercisable upon the effective date of such termination, at any time within one

year after such date, but not thereafter and in no event after the date the

option would otherwise have expired.

Except as may otherwise be expressly provided in the applicable

Contract, if an optionee dies (a) while the optionee is a director of the

Company, (b) within three months after the termination of the optionee's

directorship with the Company (unless such termination was for Cause) or (c)

within one year after the termination of the optionee's directorship by reason

of the optionee's Disability, the options granted to the optionee as a director

who was not an employee of or consultant to the Company or any of its

Subsidiaries, may be exercised, to the extent exercisable on the date of the

optionee's death, by the optionee's Legal Representative at any time within one

year after death, but not thereafter and in no event after the date the option

would otherwise have expired. Except as may otherwise be expressly provided in

the applicable Contract, an optionee whose directorship with the Company has

terminated by reason of Disability, may exercise such options, to the extent

exercisable on the effective date of such termination, at any time within one

year after such date, but not thereafter and in no event after the date the

option would otherwise have expired.

10. Compliance with Securities Laws. It is a condition to the exercise

of any option that either (a) a Registration Statement under the Securities Act

of 1933, as amended (the "Securities Act"), with respect to the shares of Common

Stock to be issued upon such exercise shall be effective and current at the time

of exercise, or (b) there is an exemption from registration under the Securities

Act for the issuance of the shares of Common Stock upon such exercise. Nothing

herein shall be construed as requiring the Company to register shares subject to

any option under the Securities Act or to keep any Registration Statement

effective or current.

The Administrators may require, in their sole discretion, as a

condition to the grant or exercise of an option, that the optionee execute and

deliver to the Company the optionee's representations and warranties, in form,

substance and scope satisfactory to the Administrators, which the Administrators

determine is necessary or convenient to facilitate the perfection of an

exemption from the registration requirements of the Securities Act, applicable

state securities laws or other legal requirements, including without limitation,

that (a) the shares of Common Stock to be issued upon exercise of the option are

being acquired by the optionee for the optionee's own account, for investment

only and not with a view to the resale or distribution thereof, and (b) any

subsequent resale or distribution of shares of Common Stock by such optionee

will be made only pursuant to (i) a Registration Statement under the Securities

Act which is effective and current with respect to the shares of Common Stock

being sold, or (ii) a specific exemption from the registration requirements of

the Securities Act, but in claiming such exemption, the optionee, prior to any

offer of sale or sale of such shares of Common Stock, shall provide the Company

with a favorable written opinion of counsel satisfactory to the Company, in

form, substance and scope satisfactory to the Company, as to the applicability

of such exemption to the proposed sale or distribution.

In addition, if at any time the Administrators shall determine that the

listing or qualification of the shares of Common Stock subject to such option on

any securities exchange, Nasdaq or under any applicable law, or that the consent

or approval of any governmental agency or regulatory body, is necessary or

desirable as a condition to, or in connection with, the granting of an option or

the issuance of shares of Common Stock thereunder, such option may not be

granted or exercised in whole or in part, as the case may be, unless such

listing, qualification, consent or approval shall have been effected or obtained

free of any conditions not acceptable to the Administrators.

11. Stock Option Contracts. Each option shall be evidenced by an

appropriate Contract which shall be duly executed by the Company and the

optionee. Such Contract shall contain such terms, provisions and conditions not

inconsistent herewith as may be determined by the Administrators in their sole

discretion. The terms of each option and Contract need not be identical.

12. Adjustments upon Changes in Common Stock. Notwithstanding any other

provision of the Plan, in the event of any change in the outstanding Common

Stock by reason of a stock dividend, recapitalization, spin-off, split-up,

combination or exchange of shares or the like which results in a change in the

number or kind of shares of Common Stock which are outstanding immediately prior

to such event, the aggregate number and kind of shares subject to the Plan, the

aggregate number and kind of shares subject to each outstanding option and the

exercise price thereof, and the maximum number of shares subject to options that

may be granted to any employee in any calendar year, shall be appropriately

adjusted by the Board of Directors, whose determination shall be conclusive and

binding on all parties. Such adjustment may provide for the elimination of

fractional shares that might otherwise be subject to options without payment

therefor. Notwithstanding the foregoing, no adjustment shall be made pursuant to

this Paragraph 12 if such adjustment (a) would cause the Plan to fail to comply

with Section 422 of the Code or with Rule 16b-3 of the Exchange Act (if

applicable to such option), or (b) would be considered as the adoption of a new

plan requiring stockholder approval.

Except as may otherwise be expressly provided in the applicable

Contract, in the event of (i) a proposed dissolution or liquidation of the

Company, or (ii) a proposed sale of all or substantially all of the assets or

outstanding equity of the Company, or (iii) the merger or consolidation of the

Company with or into another entity or any other corporate reorganization if

persons who were not shareholders of the Company immediately prior to such

merger, consolidation or other reorganization own immediately after such merger,

consolidation or other reorganization fifty percent (50%) or more of the voting

power of the outstanding securities of each of (A) the continuing or surviving

entity and (B) any direct or indirect parent corporation of such continuing or

surviving entity, the Board of Directors of the Company shall, as to outstanding

options, either (1) make appropriate provision for the protection of any such

outstanding options by the substitution on an equitable basis of appropriate

stock of the Company or of the merged, consolidated or otherwise reorganized

corporation which will be issuable in respect to one share of Common Stock of

the Company; provided that the excess of

-29-

the aggregate fair market value of the shares subject to the options immediately

after such substitution over the purchase price thereof is not more than the

excess of the aggregate fair market value of the shares subject to such options

immediately before such substitution over the purchase price thereof, or (2)

upon written notice to an optionee, provide that all unexercised options must be

exercised within a specified number of days of the date of such notice or they

will be terminated. In any such case, the Board of Directors may, in its

discretion, advance the lapse of any waiting or installment periods and exercise

dates.

13. Amendments and Termination of the Plan. The Plan was adopted by the

Board of Directors on October 16, 2000. No option may be granted under the Plan

after October 15, 2010. The Board of Directors, without further approval of the

Company's stockholders, may at any time suspend or terminate the Plan, in whole

or in part, or amend it from time to time in such respects as it may deem

advisable, including without limitation, in order that ISOs granted hereunder

meet the requirements for "incentive stock options" under the Code, or to comply

with the provisions of Rule 16b-3 or Section 162(m) of the Code or any change in

applicable laws or regulations, ruling or interpretation of any governmental

agency or regulatory body; provided, however, that no amendment shall be

effective, without the requisite prior or subsequent stockholder approval, which

would (a) except as contemplated in Paragraph 12, increase the maximum number of

shares of Common Stock for which options may be granted under the Plan or change

the maximum number of shares for which options may be granted to employees in

any calendar year, (b) change the eligibility requirements for individuals

entitled to receive options hereunder, or (c) make any change for which

applicable law or any governmental agency or regulatory body requires

stockholder approval. No termination, suspension or amendment of the Plan shall

adversely affect the rights of an optionee under any option granted under the

Plan without such optionee's consent. The power of the Administrators to

construe and administer any option granted under the Plan prior to the

termination or suspension of the Plan shall continue after such termination or

during such suspension.

14. Non-Transferability. No option granted under the Plan shall be

transferable other than by will or the laws of descent and distribution, and

options may be exercised, during the lifetime of the optionee, only by the

optionee or the optionee's Legal Representatives. Except to the extent provided

above, options may not be assigned, transferred, pledged, hypothecated or

disposed of in any way (whether by operation of law or otherwise) and shall not

be subject to execution, attachment or similar process, and any such attempted

assignment, transfer, pledge, hypothecation or disposition shall be null and

void ab initio and of no force or effect.

15. Withholding Taxes. The Company, or its Subsidiary or Parent, as

applicable, may withhold (a) cash or (b) with the consent of the Administrators

(in the Contract or otherwise), shares of Common Stock to be issued upon

exercise of an option or a combination of cash and shares, having an aggregate

fair market value (determined in accordance with Paragraph 5) equal to the

amount which the Administrators determine is necessary to satisfy the obligation

of the Company, a Subsidiary or Parent to withhold Federal, state and local

income taxes or other amounts incurred by reason of the grant, vesting, exercise

or disposition of an option or the disposition of the underlying shares of

Common Stock. Alternatively, the Company may require the optionee to pay to the

Company such amount, in cash, promptly upon demand.

16. Legends; Payment of Expenses. The Company may endorse such legend or

legends upon the certificates for shares of Common Stock issued upon exercise of

an option under the Plan and may issue such "stop transfer" instructions to its

transfer agent in respect of such shares as it determines, in its sole

discretion, to be necessary or appropriate to (a) prevent a violation of, or to

perfect an exemption from, the registration requirements of the Securities Act,

applicable state securities laws or other legal requirements, (b) implement the

provisions of the Plan or any agreement between the Company and the optionee

with respect to such shares of Common Stock, or (c) permit the Company to

determine the occurrence of a "disqualifying disposition," as described in

Section 421(b) of the Code, of the shares of Common Stock transferred upon the

exercise of an ISO granted under the Plan.

The Company shall pay all issuance taxes with respect to the issuance

of shares of Common Stock upon the exercise of an option granted under the Plan,

as well as all fees and expenses incurred by the Company in connection with such

issuance.

17. Use of Proceeds. The cash proceeds to be received upon the exercise

of an option under the Plan shall be added to the general funds of the Company

and used for such corporate purposes as the Board of Directors may determine, in

its sole discretion.

18. Substitutions and Assumptions of Options of Certain Constituent

Corporations. Anything in this Plan to the contrary notwithstanding, the Board

of Directors may, without further approval by the stockholders, substitute new

options for prior options of a Constituent Corporation (as such term is defined

in Paragraph 19) or assume the prior options of such Constituent Corporation.

19. Definitions.

(a) "Cause", in connection with the termination of an optionee, shall

mean (i) "cause," as such term (or any similar term, such as "with cause") is

defined in any employment, consulting or other applicable agreement for services

between the Company and such optionee, or (ii) in the absence of such an

agreement, "cause" as such term is defined in the Contract executed by the

Company and such optionee pursuant to Paragraph 11, or (iii) in the absence of

both of the foregoing, (A) indictment of such optionee for any illegal conduct,

(B) failure of such optionee to adequately perform any of the optionee's duties

and responsibilities in any capacity held with the Company, any of its

Subsidiaries or any Parent (other than any such failure resulting solely from

such optionee's physical or mental incapacity), (C) the commission of any act or

failure to act by such optionee that involves moral turpitude, dishonesty,

theft, destruction of property, fraud, embezzlement or unethical business

conduct, or that is otherwise injurious to the Company, any of its Subsidiaries

or any Parent or any other affiliate of the Company (or its or their respective

employees), whether financially or otherwise, (D) any violation by such optionee

of any Company rule or policy, or (E) any violation by such optionee of the

requirements of such Contract, any other contract or agreement between the

Company and such optionee or this Plan (as in effect from time to time); in each

case, with respect to subsections (A) through (E), as determined by the Board of

Directors.

(b) "Constituent Corporation" shall mean any corporation which engages

with the Company, its Parent or any Subsidiary in a transaction to which Section

424(a) of the Code applies (or would apply if the option assumed or substituted

were an ISO), or any Parent or any Subsidiary of such corporation.

meaning of Section 22(e)(3) of the Code.

(d) "Legal Representative" shall mean the executor, administrator or

other person who at the time is entitled by law to exercise the rights of a

deceased or incapacitated optionee with respect to an option granted under the

Plan.

(e) "Parent" shall mean a "parent corporation" within the meaning of

Section 424(e) of the Code.

(f) "Subsidiary" shall mean a "subsidiary corporation" within the

meaning of Section 424(f) of the Code.

20. Governing Law. The Plan, such options as may be granted hereunder,

the Contracts and all related matters shall be governed by, and construed in

accordance with, the laws of the State of Delaware, without regard to conflict

or choice of law provisions.

Neither the Plan nor any Contract shall be construed or interpreted

with any presumption against the Company by reason of the Company causing the

Plan or Contract to be drafted. Whenever from the context it appears

appropriate, any term stated in either the singular or plural shall include the

singular and plural, and any term stated in the masculine, feminine or neuter

gender shall include the masculine, feminine and neuter.

21. Partial Invalidity. The invalidity, illegality or unenforceability

of any provision in the Plan, any option or Contract shall not affect the

validity, legality or enforceability of any other provision, all of which shall

be valid, legal and enforceable to the fullest extent permitted by applicable

law.

22. Stockholder Approval. The Plan shall be subject to approval by (a)

the holders of a majority of the votes present in person or by proxy entitled to

vote hereon at a duly held meeting of the Company's stockholders at which a

quorum is present or (b) the Company's stockholders acting in accordance with

the provisions of Section 228 of the Delaware General Corporation Law. No

options granted hereunder may be exercised prior to such approval, provided,

however, that the date of grant of any option shall be determined as if the Plan

had not been subject to such approval. Notwithstanding the foregoing, if the

Plan is not approved by a vote of the stockholders of the Company on or before

October 15, 2001, the Plan and any options granted hereunder shall terminate.

EXHIBIT B

---------

ION NETWORKS, INC.

2000 STOCK OPTION PLAN

2000 U. K. SUB-P1AN/U.K. APPROVED RULES

In pursuance of its powers under the Ion Networks, Inc. 2000 Stock Option Plan

(the "Plan"), the Board of Directors, or a duly appointed committee of the Board

of Directors (the "Committee") of Ion Networks, Inc. (the "Company") has adopted

these rules (the "UK Rules") for the purposes of operating the Plan with regard

to such options ("Options") which the UK Rules are expressed to extend at the

time when the Option is granted. Unless the context requires otherwise, all

expressions used in the UK Rules have the same meaning as the Plan. The Plan, as

supplemented by the UK Rules, is referred to hereinafter as the "Sub-Plan". For

the avoidance of doubt, the terms of the Plan (insofar as they have not been

disapplied by Rule p of the UK Rules) shall form part of the Sub-Plan.

(1) The shares over which Options may be granted under the

Sub-Plan form part of the ordinary share capital (as defined

in Section 832 (1) Income and Corporation Taxes Act 1988) ("

ICTA 1988") of the Company and must at all times, including

the time of grant and the time of exercise, comply with the

terms of the Plan and comply with the requirements of

paragraphs 10 to 14 Schedule 9 ICTA 1988.

(2) The companies participating in this Sub-Plan are the Company

and all companies controlled by the Company within the meaning

of Section 840 ICTA 1988 ("Subsidiaries").

(3) The shares of Common Stock to be acquired on exercise of the

Option in accordance with the terms of the Sub-Plan will be:

(1) fully paid up;

(2) not redeemable;

(3) not subject to any restrictions other than

restrictions which attach to all shares of the same

class. For the purpose of this clause, the term

"restrictions" includes restrictions which are deemed

to attach to the shares under any contract,

agreement, arrangement or condition as referred to in

paragraph 13 Schedule 9 ICTA 1988.

(4) An Option granted under this Sub-Plan shall not be exercisable

for more than ten years after the date of grant.

(5) To the extent any restrictions or contingencies have been

imposed by the Committee under the provisions contained in

Paragraph 3 of the Plan, these restrictions or contingencies

shall:

(1) be objective and set out in full at the time of grant

in the stock option contract

referred to at Paragraph 11 of the Plan;

(2) be such that rights to exercise such Option after the

fulfillment or attainment of any restrictions or

contingencies so specified shall not be dependent on

the further discretion of any person; and

(3) not be capable of amendment, variation or waiver

unless an event occurs which causes the Committee

reasonably to consider that waived, varied or amended

restrictions or contingencies would be a fairer

measure of performance and would be no more difficult

to satisfy.

(6) No Option will be granted to an employee or director under

this Sub-Plan, or where an Option has previously been granted,

no Option shall be exercised by an optionholder if at that

time he has, or any time within the preceding 12 months has

had, a material interest for the purposes of Schedule 9 ICTA

1988 in either the Company being a close company (within the

meaning of Chapter I of Part XI of ICTA 1988) or in a company

being a close company which has control (within the meaning of

Section 840 ICTA 1988) of the Company or in a company being a

close company and a member of a consortium (as defined in

Section 187(7)ICTA 1988) which owns the Company. In

determining whether a company is a close company for this

purpose, Section 414(l)(a)ICTA 1988 (exclusion of companies

not resident in the United Kingdom) and Section 415 of ICTA

1988 (exclusion of certain companies with listed shares) shall

be disregarded.

(7) Notwithstanding any provision of the Plan, no Option will be

granted to an employee or director under this Sub-Plan in

relation to which the exercise price is manifestly less than

the fair market value (as defined in Section 187(2)ICTA 1988)

of the Company's Common Stock on the date of grant of the

Option. The exercise price shall be stated at the date of

grant of the Option and determined in accordance with

Paragraph 5 of the Plan, save that the exercise price of an

Option granted under the Sub-Plan shall be not less than one

hundred percent (100%) of the fair market value of the stock

on the date of grant, and shall be agreed in advance with the

Shares Valuation Division of the Inland Revenue or otherwise

determined with the agreement of the Shares Valuation

Division.

(8) Notwithstanding Paragraph 7 of the Plan, settlement of the

exercise price may not be in the form of previously acquired

shares of Common Stock and payment of the amount due on

exercise may not be made in installments.

(9) Any alteration or amendment to this Sub-Plan shall not have

effect unless approved by the Board of Inland Revenue. The

Company undertakes to provide details thereof to the Board of

Inland Revenue without delay for this purpose.

(10) Notwithstanding Paragraph 11 of the Plan, any material

alteration of the standard form of stock option agreement

shall not have effect unless approved by the Board of Inland

Revenue.

(11) No adjustment as a consequence of a change in share capital

pursuant to Paragraph 12 of the Plan shall be made to any

Option which has been granted under the Sub-Plan unless such

adjustment would be permitted under the Plan and is a

variation in the share capital of which the scheme

-35-

shares form part under paragraph 29 Schedule 9 ICTA 1988.

Where so permitted, no such adjustment shall take effect until

the approval of the Board of Inland Revenue shall have been

obtained thereto. No exchange of options under this paragraph

11 will be permitted unless it complies with provisions of

paragraph 15 schedule 9 ICTA 1988.

(12) For the avoidance of doubt it is stated that the Company is

the grantor as defined in paragraph l(1) Schedule 9 ICTA 1988.

(13) Any Option granted to an employee or director under this

Sub-Plan shall be limited to take effect so that immediately

following such grant, the aggregate market value (determined

at the time prescribed by paragraph 28 Schedule 9 ICTA 1988

and calculated in accordance with the provisions of the said

Schedule 9) of shares of Common Stock which the optionholder

can acquire under this Sub-Plan and any other scheme or

schemes, not being a savings-related share option scheme,

approved under the said Schedule 9 and established by the

grantor or by any associated company (as defined in Section

416 ICTA 1988) of the grantor (and not exercised), shall not

exceed (pound)30,000 or such other sum as may be prescribed

from time to time by paragraph 28 Schedule 9 ICTA 1988,

provided always that this limit shall not exceed the

limitations set out in the Plan.

(14) An Option will only be granted under this Sub-Plan to an

employee (other than one who is a director) or a full-time

director of the Company or a subsidiary participating in this

Sub-Plan. For this purpose, a full-time director is one who is

employed by the Company required to work at least 25 hours a

week excluding meal-times in the business of the Company or

its Subsidiaries. For the avoidance of doubt an Option will

not be granted under this Sub-Plan to a consultant or director

who is not an employee of the Company or any of its

Subsidiaries, and all references in the Plan to Options

granted to consultants shall be disregarded.

(15) The Company shall, not later than 30 days after the actual

receipt of the written notice of exercise of an Option given

in accordance with the provisions of the Plan, together with

the payment of the aggregate exercise price in respect of the

shares of Common Stock to be issued or transferred pursuant to

the exercise of an Option, allot and issue credited as fully

paid or transfer to the Optionee and cause to be registered in

his name the number of shares of Common Stock specified in the

written notice.

(16) The following shall not form part of and shall therefore be

disregarded for the purposes of the Sub-Plan:

(1) in Paragraph 3 of the Plan, the words "whether to

accelerate the date of exercise of any option or

installment; whether shares of Common Stock may be

issued upon the exercise of an option as partly paid,

and, if so, the dates when future installments of the

exercise price shall become due and the amounts of

such installments;" the words "the fair market value

of a share of Common Stock; whether and under what

conditions to restrict the sale or other disposition

of the shares of Common Stock acquired upon the

exercise of an Option and if so whether and under

what circumstances to waive such restriction;" and

the words "with the consent of the optionee, to

cancel or modify an option, provided however, that

the modified provision is permitted to be included in

an Option granted under the Plan on the date of

modification";

(2) in the first paragraph of Paragraph 7, the

parenthetical that reads, "or the amount due on

exercise if the applicable Contract permits

installment payments" and the language from "(b)" to

the end of that paragraph; and

(3) all references in the Plan to "Incentive Stock

Options" or "Non-Qualified Stock Options." and

(4) the terms of paragraph 18 of the Plan.