S-8

As filed with the Securities and Exchange Commission on January 20, 2006
Registration No. 333-          

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

QUALCOMM INCORPORATED

   (Exact name of registrant as specified in its charter)   

DELAWARE	95-3685934
(State or other jurisdiction	(I.R.S. employer identification no.)
of incorporation or organization)

5775 MOREHOUSE DRIVE
SAN DIEGO, CALIFORNIA 92121
858-587-1121

          (Address of principal executive offices)          

Options to purchase common stock granted under the
Berkana Wireless Inc. 2001 Stock Incentive Plan, 2002 Stock Plan and 2002
          Executive Stock Plan assumed by QUALCOMM Incorporated          
(Full title of the plans)

PAUL E. JACOBS
CHIEF EXECUTIVE OFFICER
QUALCOMM INCORPORATED
5775 MOREHOUSE DRIVE
SAN DIEGO, CALIFORNIA 92121
858-587-1121

          (Name and address of agent for service)          

This registration statement shall hereafter become effective in accordance with Rule 462 promulgated under the Securities Act of 1933, as amended.

CALCULATION OF REGISTRATION FEE

				Proposed		Proposed maximum
Title of				maximum		aggregate offering
Securities to be	Amount to be			offering price		price3		Amount of
registered1	registered2			per share3				registration fee
2001 Stock Incentive Plan
Common Stock Par Value $.0001		1,637	4	$	6.05	$	9,903.85	$	1.06
2002 Stock Plan
Common Stock Par Value $.0001		454,161	5	$	43.10	$	19,574,339.10	$	2,094.45
2002 Executive Stock Plan
Common Stock Par Value $.0001		27,325	6	$	27.63	$	754,989.75	$	80.78
Total		483,123				$	20,339,232.70	$	2,176.29

1	The securities to be registered include options to acquire Common Stock.
2	Pursuant to Rule 416(a), this registration statement also covers any additional securities that may be offered or issued in connection with any stock split, stock dividend or similar transaction.
3	Calculated solely for the purposes of this offering under Rule 457(h) on the basis of the weighted average exercise price of the outstanding assumed options.
4	Represents shares subject to issuance upon the exercise of outstanding stock options under the 2001 Stock Incentive Plan of Berkana Wireless Inc. and assumed by QUALCOMM Incorporated on December 30, 2005, pursuant to the Agreement and Plan of Merger by and among QUALCOMM Incorporated, BWI Acquisition Corporation and Berkana Wireless Inc., dated December 30, 2005.
5	Represents shares subject to issuance upon the exercise of outstanding stock options under the 2002 Stock Plan of Berkana Wireless Inc. and assumed by QUALCOMM Incorporated on December 30, 2005, pursuant to the Agreement and Plan of Merger by and among QUALCOMM Incorporated, BWI Acquisition Corporation and Berkana Wireless Inc., dated December 30, 2005.
6	Represents shares subject to issuance upon the exercise of outstanding stock options under the 2002 Executive Stock Plan of Berkana Wireless Inc. and assumed by QUALCOMM Incorporated on December 30, 2005, pursuant to the Agreement and Plan of Merger by and among QUALCOMM Incorporated, BWI Acquisition Corporation and Berkana Wireless Inc., dated December 30, 2005.

TABLE OF CONTENTS

PART II
	Item 3. Incorporation of Documents by Reference
	Item 4. Description of Securities
	Item 5. Interests of Named Experts and Counsel
	Item 6. Indemnification of Directors and Officers
	Item 7. Exemption From Registration Claimed
	Item 8. Exhibits
	Item 9. Undertakings
SIGNATURE
SIGNATURES AND POWER OF ATTORNEY
EXHIBIT INDEX
EXHIBIT 5
EXHIBIT 23.2
EXHIBIT 99.1
EXHIBIT 99.2
EXHIBIT 99.3
EXHIBIT 99.4
EXHIBIT 99.5
EXHIBIT 99.6

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

     QUALCOMM Incorporated (the “Company”) hereby incorporates by reference in this registration statement the following documents:

     (a) The Company’s latest annual report on Form 10-K filed pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), containing audited financial statements for the Company’s latest fiscal year ended September 25, 2005 as filed with the Securities and Exchange Commission on November 2, 2005.

     (b) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the registrant document referred to in (a) above.

     (c) The description of the Company’s Common Stock contained in the Company’s registration statement filed under the Exchange Act, including any amendment or report filed for the purpose of updating such description.

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

Item 4. Description of Securities

     The class of securities to be offered is registered under Section 12 of the Exchange Act.

Item 5. Interests of Named Experts and Counsel

     Inapplicable.

Item 6. Indemnification of Directors and Officers

     Under Section 145 of the Delaware General Corporation Law, the Company has broad powers to indemnify its directors and officers against liabilities they may incur in such capacities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Company’s Bylaws require the Company to indemnify its directors and executive officers and may indemnify its other officers to the full extent permitted by law. The Company believes that indemnification under its Bylaws covers at least negligence and gross negligence by officers and directors, and requires the Company to advance litigation expenses in the case of stockholder derivative actions or other actions, against an undertaking by the officer or director to repay such advances if it is ultimately determined that the officer or director is not entitled to indemnification. The Bylaws further provide that rights conferred under such Bylaws shall not be deemed to be exclusive of any other right such persons may have or acquire under any statute, provision of any Certificate of Incorporation, Bylaw, agreement, vote of stockholders, disinterested directors or otherwise.

     In addition, the Company’s Certificate of Incorporation provides that, pursuant to Delaware law, its directors shall not be liable for monetary damages for breach of the directors’ fiduciary duty of care to the Company and its stockholders. This provision in the Certificate of Incorporation does not eliminate the duty of care, and in appropriate circumstances equitable remedies such as injunctive or other forms of non-monetary relief will remain available under Delaware law. In addition, each director will continue to be subject to liability for breach of the director’s duty of loyalty to the Company, or acts or omissions not in good faith or involving intentional misconduct, for knowing violations of law, for actions leading to improper personal benefit to the director, and for payment of dividends or approval of stock repurchases or redemptions that are unlawful under Delaware law. The provision also does not affect a director’s responsibilities under any other law, such as the federal securities laws or state or federal environmental laws.

     The Company currently has a policy providing directors and officers liability insurance with insured directors and officers of the Company in certain circumstances. The policy also insures the Company against losses as to which its directors and officers are entitles to indemnification.

Item 7. Exemption From Registration Claimed

     Inapplicable.

Item 8. Exhibits

     See Exhibit Index.

Item 9. Undertakings

     The undersigned registrant hereby undertakes:

     (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

          (i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

          (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and

          (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (1)(i) and (l)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.

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

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

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

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

SIGNATURE

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Diego, State of California, on January 18, 2006.

QUALCOMM Incorporated
By:	/s/ Paul E. Jacobs
	Paul E. Jacobs, Chief Executive Officer

SIGNATURES AND POWER OF ATTORNEY

     The officers and directors of QUALCOMM Incorporated whose signatures appear below, hereby constitute and appoint PAUL E. JACOBS and WILLIAM E. KEITEL, and each of them, their true and lawful attorneys and agents, with full power of substitution, each with power to act alone, to sign and execute on behalf of the undersigned any amendment or amendments to this registration statement on Form S-8, and each of the undersigned does hereby ratify and confirm all that each of said attorney and agent, or their or his substitutes, shall do or cause to be done by virtue hereof.

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

Signature	Title	Date
/s/ Paul E. Jacobs	Chief Executive Officer	January 18, 2006
Paul E. Jacobs	(Principal Executive Officer)
/s/ William E. Keitel	Executive Vice President and	January 19, 2006
William E. Keitel	Chief Financial Officer
	(Principal Financial and
	Accounting Officer)
/s/ Irwin Mark Jacobs	Chairman of the Board	January 13, 2006
Irwin Mark Jacobs
/s/ Richard C. Atkinson	Director	January 17, 2006
Richard C. Atkinson
/s/ Adelia A. Coffman	Director	January 17, 2006
Adelia A. Coffman
/s/ Donald G. Cruickshank	Director	January 16, 2006
Donald G. Cruickshank
/s/ Raymond V. Dittamore	Director	January 16, 2006
Raymond V. Dittamore

Signature	Title	Date
/s/ Diana Lady Dougan	Director	January 13, 2006
Diana Lady Dougan
/s/ Robert E. Kahn	Director	January 16, 2006
Robert E. Kahn
/s/ Duane A. Nelles	Director	January 13, 2006
Duane A. Nelles
/s/ Peter M. Sacerdote	Director	January 13, 2006
Peter M. Sacerdote
/s/ Brent Scowcroft	Director	January 13, 2006
Brent Scowcroft
/s/ Marc I. Stern	Director	January 17, 2006
Marc I. Stern
/s/ Richard Sulpizio	Director	January 13, 2006
Richard Sulpizio

EXHIBIT INDEX

4.1	Restated Certificate of Incorporation of the Company, as amended, is incorporated by reference to Exhibit 99.5 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 11, 2005.
4.2	Certificate of Amendment of Certificate of Designation is incorporated by reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 30, 2005.
4.3	Amended and Restated Bylaws of the Company are incorporated by reference to Exhibit 99.6 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 11, 2005.
5	Opinion re legality
23.1	Consent of Counsel (included in Exhibit 5)
23.2	Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm
24	Power of Attorney (included in signature pages to this registration statement)
99.1	2001 Stock Incentive Plan of Berkana Wireless Inc.
99.2	Form of Stock Option Agreement under the 2001 Stock Incentive Plan of Berkana Wireless Inc.
99.3	2002 Stock Plan of Berkana Wireless Inc.
99.4	Form of Stock Option Agreement under the 2002 Stock Plan of Berkana Wireless Inc.
99.5	2002 Executive Stock Plan of Berkana Wireless Inc.
99.6	Form of Stock Option Agreement under the 2002 Stock Plan of Berkana Wireless Inc.

EX-5

                                                                       EXHIBIT 5

[LETTERHEAD OF DLA PIPER RUDNICK GRAY CARY US LLP]
4365 Executive Drive, Suite 1100, San Diego, CA  92121-2189
Phone:  858-677-1400  Fax:  858-677-1477  www.dlapiper.com

January 19, 2006

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

Ladies and Gentlemen:

As legal counsel for QUALCOMM Incorporated, a Delaware corporation (the
"Company"), we are rendering this opinion in connection with the registration
under the Securities Act of 1933, as amended, of up to 53,084,830 shares of the
Common Stock, $0.0001 par value (the "Registration Statement"), of the Company
which may be issued pursuant to the exercise of options granted under the 2001
Stock Incentive Plan of Berkana Wireless Inc., the 2002 Stock Plan of Berkana
Wireless Inc. and the 2002 Executive Stock Plan of Berkana Wireless Inc.
(together, the "Plans") and assumed by QUALCOMM Incorporated.

We have examined all instruments, documents and records which we deemed relevant
and necessary for the basis of our opinion hereinafter expressed. In such
examination, we have assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as originals and the conformity to
the originals of all documents submitted to us as copies. We are admitted to
practice only in the State of California and we express no opinion concerning
any law other than the law of the State of California, the corporation laws of
the State of Delaware and the federal law of the United States. As to matters of
Delaware corporation law, we have based our opinion solely upon our examination
of such laws and the rules and regulations of the authorities administering such
laws, all as reported in standard, unofficial compilations. We have not obtained
opinions of counsel licensed to practice in jurisdictions other than the State
of California.

Based on such examination, we are of the opinion that the 53,084,830 shares of
Common Stock which may be issued under the Plans and assumed by QUALCOMM
Incorporated are duly authorized shares of the Company's Common Stock, and, when
issued against receipt of the consideration therefor in accordance with the
provisions of the Plan, will be validly issued, fully paid and nonassessable. We
hereby consent to the filing of this opinion as an exhibit to the Registration
Statement referred to above and the use of our name wherever it appears in said
Registration Statement.

Respectfully submitted,


/s/ DLA Piper Rudnick Gray Cary US LLP

DLA PIPER RUDNICK GRAY CARY US LLP

EX-23.2

                                                                    EXHIBIT 23.2

            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

      We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated November 2, 2005 relating to the
consolidated financial statements, the financial statement schedule,
management's assessment of the effectiveness of internal control over financial
reporting and the effectiveness of internal control over financial reporting of
QUALCOMM Incorporated, which appears in QUALCOMM Incorporated's Annual Report on
Form 10-K for the year ended September 25, 2005.


/s/ PricewaterhouseCoopers LLP



San Diego, California
January 19, 2006

EX-99.1

                                                                    EXHIBIT 99.1

                            2001 STOCK INCENTIVE PLAN

                                       OF

                              BERKANA WIRELESS INC.

1.    PURPOSES OF THE PLAN

         The purposes of the 2001 Stock Incentive Plan (the "PLAN") of Berkana
Wireless Inc., a Delaware corporation (the "COMPANY"), are to:

         (a) Encourage selected employees, directors and consultants to improve
operations and increase profits of the Company;

         (b) Encourage selected employees, directors and consultants to accept
or continue employment or association with the Company or its Affiliates; and

         (c) Increase the interest of selected employees, directors and
consultants in the Company's welfare through participation in the growth in
value of the Common Stock of the Company.

2.    DEFINITIONS

         The following defined terms are used in the Plan:

         (a) "ADMINISTRATOR" means the Board, the Committee, or any Officer or
Employee of the Company to whom the Board of the Committee has delegated
authority to administer the Plan.

         (b) "AFFILIATE" means a "parent" or "subsidiary" corporation as defined
in Section 424 of the Code or that the Board or Committee has designated as
participating in the Plan.

         (c) "BOARD" means the board of directors of the Company.

         (d) "CAUSE" means Termination (i) by reason of the Optionee's
commission of a felony, misdemeanor or other illegal conduct involving
dishonesty, fraud or other matters of moral turpitude, (ii) by reason of the
Optionee's dishonesty towards, fraud upon, or deliberate injury or attempted
injury to the Company or any of its Affiliates, (iii) by reason of the
Optionee's willful engagement in misconduct which is materially and demonstrably
injurious to the Company or any of its Affiliates, (iv) by reason of the
Optionee's breach of his or her employment contract, if any, with the Company or
(v) by reason of the Optionee's disclosure of confidential information.

         (e) "CODE" means the Internal Revenue Code of 1986, as amended, and the
Treasury Regulations promulgated under the Code.


                                       1

         (f) "COMMITTEE" means a committee of directors of the Company appointed
in accordance with Section 5.

         (g) "COMMON STOCK" means the common stock of the Company, par value
$[.0001] per share.

         (h) "COMPANY" means Berkana Wireless Inc., a Delaware corporation.

         (i) "CONSULTANT" means any person, entity or any employee of any entity
engaged to render services to the Company or an Affiliate.

         (j) "DIRECTOR" means a member of the Board of Directors of the Company
or an Affiliate.

         (k) "EMPLOYEE" means a regular employee of the Company or an Affiliate,
including an Officer or Director, who is treated as an employee in the personnel
records of the Company or an Affiliate for the relevant period, but shall
exclude individuals who are classified by the Company or an Affiliate as (i)
leased from or otherwise employed by a third party, (ii) independent
contractors, or (iii) intermittent or temporary even if such classification is
changed retroactively as a result of an audit, litigation or otherwise. An
Optionee shall not cease to be an employee in the case of transfers between
locations of the Company, or between the Company and an Affiliate, or to any
successor to the Company that assumes the Options granted hereunder pursuant to
Section 7.1.2. Neither service as a Director nor payment of a director's fee by
the Company shall be sufficient to make the Director an "Employee" of the
Company.

         (l) "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.

         (m) "EXPIRATION DATE" means the end of the maximum exercise period
stated in the Option Agreement.

         (n) "INCENTIVE STOCK OPTION" or "ISO" means an Option intended to
qualify as an incentive stock option under Section 422 of the Code and
designated as an Incentive Stock Option.

         (o) "NON-QUALIFIED STOCK OPTION" or "NQO" means an Option other than an
Incentive Stock Option.

         (p) "OFFICER" means a person who is an officer of the Company within
the meaning of Section 16 of the Exchange Act and the rules and regulations
promulgated thereunder.

         (q) "OPTION" means a right to purchase shares of the Company's Common
Stock granted under this Plan.

         (r) "OPTION AGREEMENT" means the written agreement evidencing the grant
of an Option to the Optionee.

         (s) "OPTION PRICE" means the price payable under an Option for share of
Common Stock.


                                       2

         (t) "OPTIONEE" means a person to whom an Option is granted.

         (u) "PLAN" means the 2001 Stock Incentive Plan of the Company.

         (v) "RULE 16b-3" means Rule 16b-3 under Section 16 of the Exchange Act,
as amended from time to time, or any successor rule thereto.

         (w) "SECURITIES ACT" means the Securities Act of 1933, as amended.

         (x) "TEN PERCENT SHAREHOLDER" means any person who owns, directly or by
attribution under Section 424(d) of the Code, an amount of the Company's capital
stock greater than ten percent of the total combined voting power of all classes
of stock of the Company or of any Affiliate.

         (y) "TERMINATION" means, with respect to an Optionee, that the Optionee
has ceased to be employed by, or a consultant to, the Company or an Affiliate
for any reason other than death, disability or termination for Cause; provided
that, for purposes of this definition, if so determined by the Administrator,
"Termination" shall not include a change in status from an Employee to a
Consultant.

         (z) "VESTING BASE DATE" means the date upon which Options first become
exercisable, as specified in the Option Agreement.

3.    ELIGIBLE PERSONS

         Every person who at the date of grant of an Option is an Employee of
the Company or of any Affiliate of the Company is eligible to receive NQOs or
ISOs under this Plan. Every person who at the date of grant is a Consultant to,
or non-employee Director of, the Company or any Affiliate of the Company is
eligible to receive NQOs under this Plan.

4.    STOCK SUBJECT TO THIS PLAN

         Options granted under this Plan may be ISOs intended to satisfy the
requirements of Section 422 of the Code, or NQOs. Subject to the provisions of
Section 7.1.1 of the Plan, the total number of shares of stock which may be
issued under options granted pursuant to this Plan and the total number of
shares provided for issuance under this Plan shall be 3,000,000 shares of Common
Stock and shall at no time exceed the applicable percentage as calculated in
accordance with Section 260.140.45 of Chapter 3 of Title 10 of the California
Code of Regulations. The shares covered by an Option granted under the Plan
which expires or becomes unexercisable without having been exercised in full
shall become available again for grants under the Plan.

5.    ADMINISTRATION

         5.1 GENERAL. This Plan shall be administered by the Board of Directors
or, either in its entirety or only insofar as required pursuant to Section 5.2
hereof, by a committee of at least two Board members to which administration of
the Plan, or of part of the Plan, is delegated.

                                       3

         5.2 PUBLIC COMPANY. From and after such time as the Company registers a
class of equity securities under Section 12 of the Exchange Act, it is intended
that this Plan shall be administered in accordance with the disinterested
administration requirements of Rule 16b-3.

         5.3 AUTHORITY OF ADMINISTRATOR. Subject to the other provisions of this
Plan, the Administrator shall have the authority, in its discretion:

            (a) to grant Options;

            (b) to determine the fair market value of the Common Stock subject
to Options;

            (c) to determine the exercise price of Options granted;

            (d) to determine the Optionees to whom, and the time or times at
which, Options shall be granted, and the number of shares subject to each
Option;

            (e) to interpret this Plan;

            (f) to prescribe, amend, and rescind rules and regulations relating
to this Plan;

            (g) to determine the terms and provisions of each Option granted
(which need not be identical), including but not limited to, the time or times
at which Options shall be exercisable;

            (h) with the consent of the Optionee, to modify or amend any Option;

            (i) to defer (with the consent of the Optionee) the exercise date of
any Option;

            (j) to authorize any person to execute on behalf of the Company any
instrument evidencing the grant of an Option;

            (k) to determine the form of Option Agreement and other documents
used in the administration of the Plan, and whether such documents may be
electronic form; and

            (l) to make all other determinations deemed necessary or advisable
for the administration of this Plan.

         The Administrator may delegate non-discretionary administrative duties
to such Employees of the Company as it deems proper.

         5.4 INTERPRETATION BY ADMINISTRATOR. All questions of interpretation,
implementation, and application of this Plan shall be determined in its absolute
discretion by the Administrator. Such determinations shall be final and binding
on all persons.

         5.5 RULE 16b-3. With respect to persons subject to Section 16 of the
Exchange Act, if any, transactions under this Plan are intended to comply with
the applicable conditions of Rule 16b-3, or any successor rule thereto. To the
extent any provision of this Plan or action by the Administrator fails to so
comply, it shall be deemed null and void, to the extent permitted by law and
deemed advisable by the Administrator. Notwithstanding the above, it shall be
the

                                       4

responsibility of such persons, not of the Company or the Administrator, to
comply with the requirements of Section 16 of the Exchange Act; and neither the
Company nor the Administrator shall be liable if this Plan or any transaction
under this Plan fails to comply with the applicable conditions of Rule 16b-3 or
any successor rule thereto, or if any such person incurs any liability under
Section 16 of the Exchange Act.

6.    GRANTING OF OPTIONS; OPTION AGREEMENT

         6.1 TERMINATION OF PLAN. No Options shall be granted under this Plan
after ten years from the date of adoption of this Plan by the Board.

         6.2 STOCK OPTION AGREEMENT. Each Option shall be evidenced by a written
Option Agreement, in form satisfactory to the Company, executed by the Company
and the person to whom such Option is granted; provided, however, that the
failure by the Company, the Optionee, or both, to execute an Option Agreement
shall not invalidate the granting of an Option, although the exercise of each
option shall be subject to Section 7.1.3.

         6.3 TYPE OF OPTION. The Option Agreement shall specify whether each
Option it evidences is an NQO or an ISO.

         6.4 EARLY APPROVAL OF GRANTS. Subject to Section 7.3.3 with respect to
ISOs, the Administrator may approve the grant of Options under this Plan to
persons who are expected to become Employees, Directors or Consultants of the
Company, but are not Employees, Directors or Consultants at the date of
approval, with such grant to specify whether it is effective immediately or
effective only on such person becoming an Employee, Director or Consultant.

7.    TERMS AND CONDITIONS OF OPTIONS

         Each Option granted under this Plan shall be subject to the terms and
conditions set forth in Section 7.1. NQOs shall be subject to the additional
terms and conditions set forth in Section 7.2, and ISOs shall be subject to the
additional terms and conditions set forth in Section 7.3.

         7.1 TERMS AND CONDITIONS TO WHICH ALL OPTIONS ARE SUBJECT. All Options
granted under this Plan shall be subject to the following terms and conditions:

            7.1.1 CHANGES IN CAPITAL STRUCTURE. Subject to Section 7.1.2, if the
stock of the Company is changed by reason of a stock split, reverse stock split,
stock dividend, or recapitalization, combination, reclassification, spin-off or
other similar change in the capital structure of the Company, appropriate
adjustments shall be made by the Board in (a) the number and class of shares of
stock subject to this Plan and each Option outstanding under this Plan, and (b)
the exercise price of each outstanding Option; provided, however, that the
Company shall not be required to issue fractional shares as a result of any such
adjustments. Each such adjustment shall be subject to approval by the Board in
its absolute discretion.

            7.1.2 CORPORATE TRANSACTIONS.


                                       5

                  (a) DISSOLUTION OR LIQUIDATION. In the event of the proposed
dissolution or liquidation of the Company, the Administrator shall notify each
Optionee at least 30 days prior to the effective date such proposed action. To
the extent not previously exercised, all Options will terminate immediately
prior to the consummation of such proposed action.

                  (b) MERGER OR ASSET SALE. In the event of a merger of the
Company with or into another corporation, or the sale of substantially all of
the assets of the Company:

                        (i) OPTIONS. Each Option shall be assumed or an
equivalent option substituted by the successor corporation (including as a
"successor" any purchaser of substantially all of the assets of the Company) or
a parent or subsidiary of the successor corporation. In the event that the
successor corporation refuses to assume or substitute for the Option, the
Optionee shall have the right to exercise the Option as to all of the shares of
Common Stock covered by the Option, including Shares as to which it would not
otherwise be exercisable. If an Option is exercisable in lieu of assumption or
substitution in the event of a merger or sale of assets, the Administrator shall
notify the Optionee that the Option shall be fully exercisable for a period of
15 days from the date of such notice, and the Option shall terminate upon the
expiration of such period. For the purposes of this paragraph, the Option shall
be considered assumed if, following the merger or sale of assets, the option
confers the right to purchase or receive, for each share of Common Stock subject
to the Option immediately prior to the merger or sale of assets, the
consideration (whether stock, cash, or other securities or property) received in
the merger or sale of assets by holders of Common Stock for each share held on
the effective date of the transaction (and if holders were offered a choice of
consideration, the type of consideration chosen by the holders of a majority of
the outstanding shares); provided, however, that if such consideration received
in the merger or sale of assets was not solely common stock of the successor
corporation or its parent entity, the Administrator may, with the consent of the
successor corporation, provide for the consideration to be received upon the
exercise of the Option, for each Share of Common Stock subject to the Option, to
be solely common stock of the successor corporation or its parent entity equal
in fair market value to the per share consideration received by holders of
Common Stock in the merger or sale of assets.

                        (ii) SHARES SUBJECT TO RIGHT OF REPURCHASE. Any shares
held by an Optionee which are subject to a right of repurchase of the Company
shall be exchanged for the consideration (whether stock, cash, or other
securities or property) received in the merger or asset sale by the holders of
Common Stock for each share held on the effective date of the transaction, as
described in the preceding paragraph. If in such exchange the Optionee receives
shares of stock of the successor corporation or a parent or subsidiary of such
successor corporation, and if the successor corporation has agreed to assume or
substitute for Options as provided in the preceding paragraph, such exchanged
shares shall continue to be subject to a right of repurchase as provided in the
Optionee's Stock Option Plan stock purchase agreement. If, as provided in the
preceding paragraph, the Optionee shall have the right to exercise an Option as
to all of the shares of Common Stock covered thereby, all Shares that are
subject to a right of repurchase of the Company shall be released from such
right of repurchase and shall be fully vested.

                                       6

            7.1.3 TIME OF OPTION EXERCISE. Subject to Section 6 and Section
7.3.4, Options granted under this Plan shall be exercisable (a) immediately as
of the effective date of the Option Agreement granting the Option, or (b) on the
Vesting Base Date as specified in the Option Agreement relating to such Option;
provided, however, that with respect to Options granted to Employees who are not
Officers or Directors, the right to exercise an Option must vest at the rate of
at least 20% per year over five years from the date the Option was granted.
Options granted to Officers, Directors or Consultants may become fully
exercisable, subject to reasonable conditions such as continued employment, at
any time or during any period established by the Board of the Administrator in
accordance with this Plan. In any case, no Option shall be exercisable until a
written Option Agreement in form satisfactory to the Company is executed by the
Company and the Optionee, and the person exercising the option executes an
appropriate stock purchase agreement with the Company and, if the stock to be
delivered pursuant to exercise of such Option is subject to a right of
repurchase as set forth in Section 7.1.8, such person delivers to the Company an
Acknowledgment and Statement of Decision Regarding Election Pursuant to Section
83(b) of the Internal Revenue Code.

            7.1.4 OPTION GRANT DATE. Except in the case of grants contingent on
the beginning of employment or other service, as described in Section 6.4, the
date of grant of an Option under this Plan shall be the date as of which the
Administrator approves the grant.

            7.1.5 NONASSIGNABILITY OF OPTION RIGHTS. Except as otherwise
determined by the Administrator and expressly set forth in the Option Agreement,
no Option granted under this Plan shall be assignable or otherwise transferable
by the Optionee except by will or by the laws of descent and distribution.
During the life of the Optionee, except as otherwise determined by the
Administrator and expressly set forth in the Option Agreement, an Option shall
be exercisable only by the Optionee.

            7.1.6 PAYMENT. Except as provided below, payment in full, in cash,
shall be made for all stock purchased at the time written notice of exercise of
an Option is given to the Company, and proceeds of any payment shall constitute
general funds of the Company. At the time an Option is granted or exercised, the
Administrator, in the exercise of its absolute discretion after considering any
tax or accounting consequences, may authorize any one or more of the following
additional methods of payment:

                  (a) Acceptance of the Optionee's full recourse promissory note
for all or part of the Option price, payable on such terms and bearing such
interest rate as determined by the Administrator (but in no event less than the
minimum interest rate specified under the Code at which no additional interest
would be imputed and in no event more than the maximum interest rate allowed
under applicable usury laws), which promissory note may be either secured or
unsecured in such manner as the Administrator shall approve (including, without
limitation, by a security interest in the shares of the Company); and

                  (b) Delivery (actual or constructive) by the Optionee of
Common Stock already owned by the Optionee for all or part of the Option price,
provided the value (determined as set forth in Section 7.1.11) of such Common
Stock is equal on the date of exercise to the Option price, or such portion
thereof as the Optionee is authorized to pay by delivery of such stock;
provided, however, that if an Optionee has exercised any portion of any

                                       7

Option granted by the Company by delivery of Common Stock, the Optionee may not,
within six months following such exercise, exercise any Option granted under
this Plan by delivery of Common Stock without the consent of the Administrator.

            7.1.7 TERMINATION OF EMPLOYMENT.

                  (a) If for any reason other than death, disability or
termination for Cause, an Optionee ceases to be employed by the Company or any
of its Affiliates, Options held at the date of Termination (to the extent then
exercisable) may be exercised in whole or in part at any time within three
months of the date of such Termination, or such other period of not less than
three months after the date of such Termination as is specified in the Option
Agreement (but in no event after the Expiration Date); provided, however, that
if such exercise of the Option would result in liability for the Optionee under
Section 16(b) of the Exchange Act, then such three-month period automatically
shall be extended until the tenth day following the last date upon which
Optionee has any liability under Section 16(b) (but in no event after the
Expiration Date, as defined below).

                  (b) If an Optionee dies while employed by the Company or an
Affiliate or within the period that the Option remains exercisable after
Termination, Options then held (to the extent then exercisable) may be
exercised, in whole or in part, by the Optionee, by the Optionee's personal
representative, or by the person to whom the Option is transferred by devise or
the laws of descent and distribution, at any time within 12 months after the
death of the Optionee, or such other period of not less than six months from the
date of Termination as is specified in the Option Agreement (but in no event
after the Expiration Date).

                  (c) If an Optionee ceases to be employed by the Company as a
result of his or her disability, the Optionee may, but only within six months
after the date of Termination (and in no event after the Expiration Date),
exercise the Option to the extent otherwise entitled to exercise it at the date
of Termination; provided, however, that if such disability is not a "disability"
as such term is defined in Section 22(e)(3) of the Code, in the case of an ISO
such ISO shall automatically convert to an NQO on the day three months and one
day following such Termination. To the extent that the Optionee was not entitled
to exercise the Option at the date of Termination or if the Optionee does not
exercise such Option to the extent so entitled within the time specified herein,
the Option shall terminate, and the Shares covered by such Option shall revert
to the Plan.

                  (d) If an Optionee is terminated for Cause all Options then
held by such Optionee shall terminate and no longer be exercisable immediately
upon and after such Termination.

                  (e) For purposes of this Section 7.1.7, "employment" includes
service as an Employee, a Director or as a Consultant.

                  (f) For purposes of this Section 7.1.7, an Optionee's
employment shall not be deemed to terminate by reason of sick leave, military
leave or other leave of absence approved by the Administrator, if the period of
any such leave does not exceed three months or,

                                       8

if longer, if the Optionee's right to reemployment by the Company or any
Affiliate is guaranteed either contractually or by statute.

            7.1.8 REPURCHASE OF STOCK. At the option of the Administrator, the
stock to be delivered pursuant to the exercise of any Option granted to an
Employee, Director or Consultant under this Plan may be subject to a right of
repurchase in favor of the Company with respect to any Employee, Director or
Consultant whose employment, or director or consulting relationship with the
Company is terminated. The right of repurchase shall be assignable by the
Company. Such right of repurchase shall be exercisable as the Administrator may
determine in the grant of the Option, either or both:

                  (a) at the Option Price and (i) shall lapse at a rate of at
least 20% per year over five years from the date the Option is granted (without
regard to the date it was exercised or becomes exercisable), (ii) must be
exercised for cash or cancellation of purchase money indebtedness within 90 days
after such Termination (or in the case of securities issued upon exercise of
options after the date of Termination, within 90 days after the date of
exercise), and (iii) if the right is assignable by the Company, the assignee
must pay the Company upon assignment of the right (unless the assignee is a
wholly-owned subsidiary of the Company or is an Affiliate) cash equal to the
difference between the Option exercise price and the value (determined as set
forth in Section 7.1.11) of the stock to be purchased if the Option exercise
price is less than such value; or

                  (b) at the higher of the Option Price or the value (determined
as set forth in Section 7.1.11) of the stock being repurchased on the date of
Termination, and must be exercised for cash or cancellation of purchase money
indebtedness within 90 days of Termination (or in the case of securities issued
upon exercise of options after the date of Termination, within 90 days after the
date of exercise), and such right shall terminate when the Company becomes a
"reporting company" under Section 12 of the Securities Act.

                  In addition to the restrictions set forth in subparagraphs (a)
and (b) above, the shares of stock held by an Officer, Director or Consultant of
the Company or by an Affiliate of the Company may be subject to additional or
greater restrictions, in the absolute discretion of the Administrator.

                  Determination of the number of shares subject to any such
right of repurchase shall be made as of the date of the Employee's employment
by, Director's director relationship with, or Consultant's consulting
relationship with, the Company terminates, not as of the date that any Option
granted to such Employee, Director or Consultant is thereafter exercised.

            7.1.9 WITHHOLDING AND EMPLOYMENT TAXES. At the time of exercise of
an Option or at such other time or times as the amount of such obligations
become determinable (the "TAX DATE"), the Optionee shall remit to the Company in
cash all applicable federal and state withholding and employment taxes due by
reason of the exercise of an Option, the disposition of Common Stock acquired
through exercise of an Option, or the lapse of rights to repurchase Common
Stock. The Administrator may, in its absolute discretion after considering any
tax or accounting consequences, permit an Optionee to (a) deliver a full
recourse promissory

                                       9

note on such terms as the Administrator deems appropriate, (b) tender to the
Company previously owned shares of Stock or other securities of the Company, or
(c) have shares of Common Stock which are acquired upon exercise of the Option
withheld by the Company to pay some or all of the amount of tax that is required
by law to be withheld by the Company as a result of the exercise of such Option,
the disposition of Common Stock acquired through exercise of an Option, or the
lapse of rights to repurchase Common Stock, subject to the following
limitations:

                  (x) Any election pursuant to clause (b) above, where the
Optionee is tendering Common Stock issued pursuant to the exercise of an Option,
shall require that such shares be held at least six months prior to the Tax
Date.

                  (y) Any of the foregoing limitations may be waived (or
additional limitations may be imposed) by the Administrator, in its absolute
discretion, if the Administrator determines that such foregoing limitations are
not required (or that such additional limitations are required) in order that
the transaction shall be exempt from Section 16(b) of the Exchange Act pursuant
to Rule 16b-3, or any successor rule thereto. In addition, any of the foregoing
limitations may be waived by the Administrator, in its sole discretion, if the
Administrator determines that Rule 16b-3, or any successor rule thereto, is not
applicable to the exercise of the Option by the Optionee or for any other
reason.

                  (z) Any securities tendered or withheld in accordance with
this Section 7.1.9 shall be valued by the Company as of the Tax Date.

            7.1.10 OTHER PROVISIONS. Each Option granted under this Plan may
contain such other terms, provisions, and conditions not inconsistent with this
Plan as may be determined by the Administrator, and each ISO granted under this
Plan shall include such provisions and conditions as are necessary to qualify
the Option as an "incentive stock option" within the meaning of Section 422 of
the Code. If Options provide for a right of first refusal in favor of the
Company with respect to stock acquired by Employees, Directors or Consultants,
such Options shall provide that the right of first refusal shall terminate upon
the closing of the Company's initial registered public offering to the public
generally.

            7.1.11 DETERMINATION OF VALUE. For purposes of the Plan, the value
of Common Stock or other securities of the Company shall be determined as
follows:

                  (a) If the stock of the Company is listed on any established
stock exchange or a national market system, including without limitation the
National Market System of the National Association of Securities Dealers, Inc.
Automated Quotation System, its fair market value shall be the closing sales
price for such stock or the closing bid if no sales were reported, as quoted on
such system or exchange (or the largest such exchange) for the date the value is
to be determined (or if there are no sales for such date, then for the last
preceding business day on which there were sales), as reported in the Wall
Street Journal or similar publication.

                  (b) If the stock of the Company is regularly quoted by a
recognized securities dealer but selling prices are not reported, its fair
market value shall be the mean

                                       10

between the high bid and low asked prices for the stock on the date the value is
to be determined (or if there are no quoted prices for the date of grant, then
for the last preceding business day on which there were quoted prices).

                  (c) In the absence of an established market for the stock, the
fair market value thereof shall be determined in good faith by the Administrator
by consideration of such factors as the Administrator in its discretion deems
appropriate, including but not limited to the recent issue price of other
securities of the Company, the Company's net worth, prospective earning power,
dividend-paying capacity, and other relevant factors, including the goodwill of
the Company, the economic outlook in the Company's industry, the Company's
position in the industry and its management, and the values of stock of other
corporations in the same or a similar line of business.

            7.1.12 OPTION TERM. Subject to Section 7.3.5, no Option shall be
exercisable more than ten years after the date of grant, or such lesser period
of time as is set forth in the Option Agreement.

            7.1.13 LIMITS ON GRANTS FOR QUALIFIED PERFORMANCE-BASED
COMPENSATION. The Company may not issue Options covering in the aggregate more
than 300,000 shares of Common Stock to any one participant in any calendar year.

         7.2 EXERCISE PRICE OF NQOS. Except as set forth in Section 7.1.13, the
exercise price of any NQO granted under this Plan shall be not less than 85% of
the fair market value (determined in accordance with Section 7.1.11) of the
stock subject to the Option on the date of grant.

         7.3 TERMS AND CONDITIONS TO WHICH ONLY ISOS ARE SUBJECT. Options
granted under this Plan which are designated as ISOs shall be subject to the
following terms and conditions:

            7.3.1 EXERCISE PRICE. The exercise price of an ISO shall be
determined in accordance with the applicable provisions of the Code and shall in
no event be less than the fair market value (determined in accordance with
Section 7.1.11) of the stock covered by the Option at the time the Option is
granted or deemed granted under Section 7.3.3; provide that the exercise price
of any ISO granted to any person who is a Ten Percent Shareholder of the Company
or an Affiliate shall in no event be less than 110% of the fair market value
(determined in accordance with Section 7.1.11) of the stock covered by the
Option at the time the Option is granted.

            7.3.2 DISQUALIFYING DISPOSITIONS. If stock acquired by exercise of
an ISO granted pursuant to this Plan is disposed of in a "disqualifying
disposition" within the meaning of Section 422 of the Code, the holder of the
stock immediately before the disposition shall promptly notify the Company in
writing of the date and terms of the disposition and shall provide such other
information regarding the Option as the Company may reasonably require.

            7.3.3 GRANT DATE. If an ISO is granted in anticipation of employment
as provided in Section 6.4, the Option shall be deemed granted, without further
approval, on the date the grantee assumes the employment relationship forming
the basis for such grant, and, in addition, satisfies all requirements of this
Plan for Options granted on that date.


                                       11

            7.3.4 VESTING. Notwithstanding any other provision of this Plan,
ISOs granted under all incentive stock option plans of the Company and its
subsidiaries may not "vest" for more than $100,000 in fair market value of stock
(measured on the grant dates(s)) in any calendar year. For purposes of the
preceding sentence, an option "vests" when it first becomes exercisable. If, by
their terms, such ISOs taken together would vest to a greater extent in a
calendar year, including vesting resulting from a change in control of the
Company, such ISOs shall be treated as NQOs to the extent such $100,000 limit is
exceeded. In no event shall more than $100,000 in fair market value of stock
(measured on the grant date(s)) vest in any calendar year with respect to the
ISOs. Additionally, in no event, will the operation of this Section 7.3.4 cause
an ISO to vest before its terms or, having vested, cease to be vested.

            7.3.5 TERM. Notwithstanding Section 7.1.12, no ISO granted to any
Ten Percent Shareholder shall be exercisable more than five years after the date
of grant.

8.    MANNER OF EXERCISE

         8.1 WRITTEN NOTICE AND PAYMENT. An Optionee wishing to exercise an
Option shall give written notice to the Company at its principal executive
office, to the attention of the officer of the Company designated by the
Administrator, accompanied by payment of the exercise price as provided in
Section 7.1.6. The date the Company receives written notice of an exercise
hereunder accompanied by payment of the exercise price will be considered as the
date such Option was exercised.

         8.2 ISSUANCE OF STOCK. Promptly after receipt of written notice of
exercise of an Option, the Company shall, without stock issue or stock transfer
taxes to the Optionee or other person entitled to exercise the Option, deliver
to the Optionee or such other person a certificate or certificates for the
requisite number of shares of stock or register such Optionee as a shareholder
by book entry. An Optionee or permitted transferee of an Optionee shall not have
any privileges as a shareholder with respect to any shares of stock covered by
the Option until the date of issuance (as evidenced by the appropriate entry on
the books of the Company or a duly authorized transfer agent) of such shares.

9.    EMPLOYMENT OR CONSULTING RELATIONSHIP

         Nothing in this Plan or any Option granted thereunder shall interfere
with or limit in any way the right of the Company or of any of its Affiliates to
terminate any Optionee's employment or consulting at any time, nor confer upon
any Optionee any right to continue in the employ of, or consult with, the
Company or any of its Affiliates, nor interfere in any way with provisions in
the Company's charter documents or applicable law relating to the election,
appointment, terms of office, and removal of members of the Board.

10.   FINANCIAL INFORMATION

         The Company shall provide to each Optionee during the period such
Optionee holds an outstanding Option, and to each holder of Common Stock
acquired upon exercise of Options granted under the Plan for so long as such
person is a holder of such Common Stock, annual financial statements of the
Company as prepared either by the Company or independent certified public
accountants of the Company. Such financial statements shall include, at a
minimum, a

                                       12

balance sheet and an income statement, and shall be delivered as soon as
practicable following the end of the Company's fiscal year. The provisions of
this Section 10 shall not apply with respect to Optionees who are key Employees
of the Company whose duties in connection with the Company assures them access
to information equivalent to the information provided in the financial
statements.

11.   CONDITIONS UPON ISSUANCE OF SHARES

         Shares of Common Stock shall not be issued pursuant to the exercise of
an Option unless the exercise of such Option and the issuance and delivery of
such shares pursuant thereto shall comply with all relevant provisions of law,
including, without limitation, the Securities Act.

12.   NONEXCLUSIVITY OF THE PLAN

         The adoption of the Plan shall not be construed as creating any
limitations on the power of the Company to adopt such other incentive
arrangements as it may deem desirable, including, without limitation, the
granting of stock options other than under the Plan.

13.   MARKET STANDOFF

         Each Optionee, if so requested by the Company or any representative of
the underwriters in connection with any registration of the offering of any
securities of the Company under the Securities Act shall not sell or otherwise
transfer any shares of Common Stock acquired upon exercise of Options during the
180-day period following the effective date of a registration statement of the
Company filed under the Securities Act; provided, however, that such restriction
shall apply only to the first two registration statements of the Company to
become effective under the Securities Act which includes securities to be sold
on behalf of the Company to the public in an underwritten public offering under
the Securities Act. The Company may impose stop-transfer instructions with
respect to securities subject to the foregoing restriction until the end of such
180-day period.

14.   AMENDMENTS TO PLAN

         The Board may at any time amend, alter, suspend or discontinue this
Plan. Without the consent of an Optionee, no amendment, alteration, suspension
or discontinuance may adversely affect outstanding Options except to conform
this Plan and ISOs granted under this Plan to the requirements of federal or
other tax laws relating to incentive stock options. No amendment, alteration,
suspension or discontinuance shall require shareholder approval unless (a)
shareholder approval is required to preserve incentive stock option treatment
for federal income tax purposes, (b) shareholder approval is required to
preserve option grants as "qualified performance-based compensation" under
Section 162(m) of the Code, or (c) the Board otherwise concludes that
shareholder approval is advisable.

15.   EFFECTIVE DATE OF PLAN

         This Plan shall become effective upon adoption by the Board provided,
however, that no Option shall be exercisable unless and until written consent of
the shareholders of the Company, or approval of shareholders of the Company
voting at a validly called shareholders'

                                       13

meeting, is obtained within 12 months after adoption by the Board. If such
shareholder approval is not obtained within such time, Options granted hereunder
shall terminate and be of no force and effect from and after expiration of such
12-month period. Options may be granted and exercised under this Plan only after
there has been compliance with all applicable federal and state securities laws.

         Plan adopted by the Board of Directors on:        June 14, 2001
                                                      -----------------------

         Plan approved by Shareholders on:
                                                      -----------------------



                                       14

EX-99.2

                                                                    EXHIBIT 99.2

                              BERKANA WIRELESS INC.

                            2001 STOCK INCENTIVE PLAN

                          NOTICE OF STOCK OPTION GRANT


<>
 Address:


         You have been granted an option to purchase Common Stock of Berkana
Wireless Inc. (the "Company") as follows:

                                               
         Board Approval Date:                     <>

         Date of Grant (Later of Board
         Approval Date or Commencement
         of Employment/Consulting):               <>

         Exercise Price per Share:                <>

         Total Number of Shares Granted:          <>

         Total Exercise Price:                    $<>

         Type of Option:                          <> Shares Incentive Stock Option

                                                  <> Shares Nonstatutory Stock Option

         Term/Expiration Date:                    <>

         Vesting Commencement Date:               <>

         Vesting/Exercise Schedule:                This Option may be exercised, in whole or in
                                                   part, at any time after the Date of Grant. So long as
                                                   your employment or consulting relationship with the Company
                                                   continues, the Shares underlying this Option shall
                                                   vest in accordance with the following schedule:
                                                   <>

         Termination Period:                       This Option may be exercised for three months after
                                                   termination of employment or consulting relationship except as
                                                   set out in Section 5 of the Stock Option Agreement (but in no
                                                   event later than the Expiration Date).  Optionee is
                                                   responsible for keeping track of these exercise periods
                                                   following termination for any reason of his or her service
                                                   relationship with the Company.  The Company will not provide
                                                   further notice of such periods.

         Transferability:                          This Option may not be transferred.



                                       -1-



         By your signature and the signature of the Company's representative
below, you and the Company agree that this option is granted under and governed
by the terms and conditions of the Berkana Wireless Inc. 2001 Stock Incentive
Plan and the Stock Option Agreement, both of which are attached and made a part
of this document.

         In addition, you agree and acknowledge that your rights to any Shares
underlying the Option will be earned only as you provide services to the Company
over time, that the grant of the Option is not as consideration for services you
rendered to the Company prior to your Vesting Commencement Date, and that
nothing in this Notice or the attached documents confers upon you any right to
continue your employment or consulting relationship with the Company for any
period of time, nor does it interfere in any way with your right or the
Company's right to terminate that relationship at any time, for any reason, with
or without cause.



                                           BERKANA WIRELESS INC.

                                           By:
- ---------------------------------------         -------------------------------
<>                               Name:
                                                   ----------------------------
                                           Title:
                                                   ----------------------------
- ---------------------------------------
Social Security Number or Tax ID number

                                       -2-



                              BERKANA WIRELESS INC.

                            2001 STOCK INCENTIVE PLAN

                             STOCK OPTION AGREEMENT


         1. GRANT OF OPTION. Berkana Wireless Inc., a Delaware corporation (the
"Company"), hereby grants to <> ("Optionee"), an option (the "Option")
to purchase the total number of shares of Common Stock (the "Shares") set forth
in the Notice of Stock Option Grant (the "Notice"), at the exercise price per
Share set forth in the Notice (the "Exercise Price") subject to the terms,
definitions and provisions of Berkana Wireless Inc. 2001 Stock Incentive Plan
(the "Plan") adopted by the Company, which is incorporated in this Agreement by
reference. Unless otherwise defined in this Agreement, the terms used in this
Agreement shall have the meanings defined in the Plan.

         2. DESIGNATION OF OPTION. This Option is intended to be an Incentive
Stock Option as defined in Section 422 of the Code only to the extent so
designated in the Notice, and to the extent it is not so designated or to the
extent the Option does not qualify as an Incentive Stock Option, it is intended
to be a Nonstatutory Stock Option.

         Notwithstanding the above, if designated as an Incentive Stock Option,
in the event that the Shares subject to this Option (and all other Incentive
Stock Options granted to Optionee by the Company or any Parent or Subsidiary,
including under other plans of the Company) that first become exercisable in any
calendar year have an aggregate fair market value (determined for each Share as
of the date of grant of the option covering such Share) in excess of $100,000,
the Shares in excess of $100,000 shall be treated as subject to a Nonstatutory
Stock Option, in accordance with Section 7.3.4 of the Plan.

         3. EXERCISE OF OPTION. This Option shall be exercisable during its term
in accordance with the Vesting/Exercise Schedule set out in the Notice and with
the provisions of the Plan as follows:

                  (a) RIGHT TO EXERCISE.

                           (i) This Option may not be exercised for a fraction
of a share.

                           (ii) In the event of Optionee's death, disability or
other termination of employment, the exercisability of the Option is governed by
Section 5 below, subject to the limitations contained in this Section 3.

                           (iii) In no event may this Option be exercised after
the Expiration Date of the Option as set forth in the Notice.

                  (b) METHOD OF EXERCISE.

                           (i) This Option shall be exercisable by execution and
delivery of the Early Exercise Notice and Restricted Stock Purchase Agreement
attached hereto as Exhibit A, the Exercise Notice and Restricted Stock Purchase
Agreement attached hereto as Exhibit B, or any other form of written notice
approved for such purpose by the Company which shall state Optionee's election
to exercise the Option, the number of Shares in respect of which the Option is
being exercised, and such other representations and agreements as to the
holder's investment intent with respect to such Shares as may be required by the
Company pursuant to the provisions of the Plan. Such written notice shall be



signed by Optionee and shall be delivered to the Company by such means as are
determined by the Plan Administrator in its discretion to constitute adequate
delivery. The written notice shall be accompanied by payment of the Exercise
Price. This Option shall be deemed to be exercised upon receipt by the Company
of such written notice accompanied by the Exercise Price.

                           (ii) As a condition to the exercise of this Option
and as further set forth in Section 7.1.9 of the Plan, Optionee agrees to make
adequate provision for federal, state or other tax withholding obligations, if
any, which arise upon the vesting or exercise of the Option, or disposition of
Shares, whether by withholding, direct payment to the Company, or otherwise.

                           (iii) The Company is not obligated, and will have no
liability for failure, to issue or deliver any Shares upon exercise of the
Option unless such issuance or delivery would comply with the applicable
lawsapplicable laws, with such compliance determined by the Company in
consultation with its legal counsel. This Option may not be exercised until such
time as the Plan has been approved by the stockholders of the Company, or if the
issuance of such Shares upon such exercise or the method of payment of
consideration for such shares would constitute a violation of any applicable
federal or state securities or other law or regulation, including any rule under
Part 221 of Title 12 of the Code of Federal Regulations as promulgated by the
Federal Reserve Board. As a condition to the exercise of this Option, the
Company may require Optionee to make any representation and warranty to the
Company as may be required by the applicable laws. Assuming such compliance, for
income tax purposes the Shares shall be considered transferred to Optionee on
the date on which the Option is exercised with respect to such Shares.

         4. METHOD OF PAYMENT. Payment of the Exercise Price shall be by any of
the following, or a combination of the following, at the election of Optionee:

                  (a) cash or check;

                  (b) prior to the date, if any, upon which the Common Stock
becomes a Listed Security, by surrender of other shares of Common Stock of the
Company that have an aggregate Fair Market Value on the date of surrender equal
to the Exercise Price of the Shares as to which the Option is being exercised.
In the case of shares acquired directly or indirectly from the Company, such
shares must have been owned by Optionee for more than six (6) months on the date
of surrender (or such other period of time as is necessary to avoid the
Company's incurring adverse accounting charges); or

                  (c) following the date, if any, upon which the Common Stock is
a Listed Security, delivery of a properly executed exercise notice together with
irrevocable instructions to a broker approved by the Company to deliver promptly
to the Company the amount of sale or loan proceeds required to pay the exercise
price.

         5. EXERCISE AFTER TERMINATION OF STATUS AS AN EMPLOYEE, DIRECTOR OR
CONSULTANT. In the event of termination of Optionee's continuous status as an
employee, director or consultant, the Option may be exercised only in accordance
with the provisions of Section 7.1.7 of the Plan (but in no event after the
Expiration Date, as such term is defined in the Plan).

         6. NON-TRANSFERABILITY OF OPTION. Except as otherwise set forth in this
Notice, this Option may not be transferred in any manner otherwise than by will
or by the laws of descent or distribution and may be exercised during the
lifetime of Optionee only by him or her. The terms of this Option shall be
binding upon the executors, administrators, heirs, successors and assigns of
Optionee.

                                      -2-




         7. TAX CONSEQUENCES. Below is a brief summary as of the date of this
Option of certain of the federal tax consequences of exercise of this Option and
disposition of the Shares under the laws in effect as of the Date of Grant. THIS
SUMMARY IS INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE.
OPTIONEE SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING
OF THE SHARES.

                  (a) INCENTIVE STOCK OPTION.

                           (i) TAX TREATMENT UPON EXERCISE AND SALE OF SHARES.
If this Option qualifies as an Incentive Stock Option, there will be no regular
federal income tax liability upon the exercise of the Option, although the
excess, if any, of the fair market value of the Shares on the date of exercise
over the Exercise Price will be treated as an adjustment to the alternative
minimum tax for federal tax purposes and may subject Optionee to the alternative
minimum tax in the year of exercise. If Shares issued upon exercise of an
Incentive Stock Option are held for at least one year after exercise and are
disposed of at least two years after the Option grant date, any gain realized on
disposition of the Shares will also be treated as long-term capital gain for
federal income tax purposes. If Shares issued upon exercise of an Incentive
Stock Option are disposed of within such one-year period or within two years
after the Option grant date, any gain realized on such disposition will be
treated as compensation income (taxable at ordinary income rates) to the extent
of the difference between the Exercise Price and the lesser of (i) the fair
market value of the Shares on the date of exercise, or (ii) the sale price of
the Shares.

                           (ii) NOTICE OF DISQUALIFYING DISPOSITIONS. With
respect to any Shares issued upon exercise of an Incentive Stock Option, if
Optionee sells or otherwise disposes of such Shares on or before the later of
(i) the date two years after the Option grant date, or (ii) the date one year
after the date of exercise, Optionee shall immediately notify the Company in
writing of such disposition. Optionee acknowledges and agrees that he or she may
be subject to income tax withholding by the Company on the compensation income
recognized by Optionee from the early disposition by payment in cash or out of
the current earnings paid to Optionee.

                  (b) NONSTATUTORY STOCK OPTION. If this Option does not qualify
as an Incentive Stock Option, there may be a regular federal (and state) income
tax liability upon the exercise of the Option. Optionee will be treated as
having received compensation income (taxable at ordinary income tax rates) equal
to the excess, if any, of the fair market value of the Shares on the date of
exercise over the Exercise Price. If Optionee is an Employee, the Company will
be required to withhold from Optionee's compensation or collect from Optionee
and pay to the applicable taxing authorities an amount equal to a percentage of
this compensation income at the time of exercise. If Shares issued upon exercise
of a Nonstatutory Stock Option are held for at least one year, any gain realized
on disposition of the Shares will be treated as long-term capital gain for
federal income tax purposes.

         8. LOCK-UP AGREEMENT. In connection with the initial public offering of
the Company's securities and upon request of the Company or the underwriters
managing any underwritten offering of the Company's securities, Optionee hereby
agrees not to sell, make any short sale of, loan, grant any option for the
purchase of, or otherwise dispose of any securities of the Company however and
whenever acquired (other than those included in the registration) without the
prior written consent of the Company or such underwriters, as the case may be,
for such period of time (not to exceed 180 days) from the effective date of such
registration as may be requested by the Company or such managing underwriters
and to execute an agreement reflecting the foregoing as may be requested by the
underwriters at the time of the public offering.

                                      -3-



         9. EFFECT OF AGREEMENT. Optionee acknowledges receipt of a copy of the
Plan and represents that he or she is familiar with the terms and provisions
thereof (and has had an opportunity to consult counsel regarding the Option
terms), and hereby accepts this Option and agrees to be bound by its contractual
terms as set forth herein and in the Plan. Optionee hereby agrees to accept as
binding, conclusive and final all decisions and interpretations of the Plan
Administrator regarding any questions relating to the Option. In the event of a
conflict between the terms and provisions of the Plan and the terms and
provisions of the Notice and this Agreement, the Plan terms and provisions shall
prevail. The Option, including the Plan, constitutes the entire agreement
between Optionee and the Company on the subject matter hereof and supersedes all
proposals, written or oral, and all other communications between the parties
relating to such subject matter.

                            [Signature Page Follows]

                                      -4-



         This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original and all of which together shall constitute one
document.


<>                      BERKANA WIRELESS INC.


                                 By:
- -----------------------------       -------------------------------------
                                 Name:
                                      -----------------------------------
Dated: <>             Title:
                                       ----------------------------------

                                      -5-



                                    EXHIBIT A

                              BERKANA WIRELESS INC.

                            2001 STOCK INCENTIVE PLAN

          EARLY EXERCISE NOTICE AND RESTRICTED STOCK PURCHASE AGREEMENT

         This Agreement ("Agreement") is made as of ____________________, by and
between Berkana Wireless Inc., a Delaware corporation (the "Company"), and
<> ("Purchaser"). To the extent any capitalized terms used in this
Agreement are not defined, they shall have the meaning ascribed to them in the
2001 Stock Incentive Plan.

         1. EXERCISE OF OPTION. Subject to the terms and conditions hereof,
Purchaser hereby elects to exercise his or her option to purchase ____________
shares of the Common Stock (the "Shares") of the Company under and pursuant to
the Company's 2001 Stock Incentive Plan (the "Plan") and the Stock Option
Agreement dated <> (the "Option Agreement"). Of these Shares,
Purchaser has elected to purchase _______________ of those Shares which have
become vested as of the date hereof under the Vesting Schedule set forth in the
Notice of Stock Option Grant (the "Vested Shares") and _____________ Shares
which have not yet vested under such Vesting Schedule (the "Unvested Shares").
The purchase price for the Shares shall be $<> per Share for a
total purchase price of $___________. The term "Shares" refers to the purchased
Shares and all securities received in replacement of the Shares or as stock
dividends or splits, all securities received in replacement of the Shares in a
recapitalization, merger, reorganization, exchange or the like, and all new,
substituted or additional securities or other properties to which Purchaser is
entitled by reason of Purchaser's ownership of the Shares.

         2. TIME AND PLACE OF EXERCISE. The purchase and sale of the Shares
under this Agreement shall occur at the principal office of the Company
simultaneously with the execution and delivery of this Agreement in accordance
with the provisions of Section 3(b) of the Option Agreement. On such date, the
Company will deliver to Purchaser a certificate representing the Shares to be
purchased by Purchaser (which shall be issued in Purchaser's name) against
payment of the exercise price therefor by Purchaser by (a) check made payable to
the Company, (b) cancellation of indebtedness of the Company to Purchaser, (c)
delivery of shares of the Common Stock of the Company in accordance with Section
4 of the Option Agreement, or (d) a combination of the foregoing.

         3. LIMITATIONS ON TRANSFER. In addition to any other limitation on
transfer created by applicable securities laws, Purchaser shall not assign,
encumber or dispose of any interest in the Shares while the Shares are subject
to the Company's Repurchase Option (as defined below). After any Shares have
been released from such Repurchase Option, Purchaser shall not assign, encumber
or dispose of any interest in such Shares except in compliance with the
provisions below and applicable securities laws.

                  (a) REPURCHASE OPTION.

                           (i) In the event of the voluntary or involuntary
termination of Purchaser's employment or consulting relationship with the
Company for any reason (including death or disability), with or without cause,
the Company shall upon the date of such termination (the "Termination Date")
have an irrevocable, exclusive option (the "Repurchase Option") for a period of
90 days from such date to repurchase all or any portion of the Shares held by
Purchaser as of the Termination Date which have not yet been released from the
Company's Repurchase Option at the original purchase price per Share specified
in Section 1 (adjusted for any stock splits, stock dividends and the like).



                           (ii) Unless the Company notifies Purchaser within 90
days from the date of termination of Purchaser's employment or consulting
relationship that it does not intend to exercise its Repurchase Option with
respect to some or all of the Shares, the Repurchase Option shall be deemed
automatically exercised by the Company as of the 90th day following such
termination. However, the Company may notify Purchaser that it is exercising its
Repurchase Option as of a date prior to such 90th day. Unless Purchaser is
otherwise notified by the Company pursuant to the preceding sentence that the
Company does not intend to exercise its Repurchase Option as to some or all of
the Shares to which it applies at the time of termination, execution of this
Agreement by Purchaser constitutes written notice to Purchaser of the Company's
intention to exercise its Repurchase Option with respect to all Shares to which
such Repurchase Option applies. The Company, at its choice, may satisfy its
payment obligation to Purchaser with respect to exercise of the Repurchase
Option by either (A) delivering a check to Purchaser in the amount of the
purchase price for the Shares being repurchased, or (B) in the event Purchaser
is indebted to the Company, canceling an amount of such indebtedness equal to
the purchase price for the Shares being repurchased, or (C) by a combination of
(A) and (B) so that the combined payment and cancellation of indebtedness equals
such purchase price. In the event of any deemed automatic exercise of the
Repurchase Option pursuant to this Section 3(a)(ii) in which Purchaser is
indebted to the Company, such indebtedness equal to the purchase price of the
Shares being repurchased shall be deemed automatically canceled as of the 90th
day following termination of Purchaser's employment or consulting relationship
unless the Company otherwise satisfies its payment obligations. As a result of
any repurchase of Shares pursuant to this Section 3(a), the Company shall become
the legal and beneficial owner of the Shares being repurchased and shall have
all rights and interest therein or related thereto, and the Company shall have
the right to transfer to its own name the number of Shares being repurchased by
the Company, without further action by Purchaser.

                           (iii) One hundred percent (100%) of the Shares shall
initially be subject to the Repurchase Option. The Unvested Shares shall be
released from the Repurchase Option in accordance with the Vesting Schedule set
forth in the Notice of Stock Option Grant until all Shares are released from the
Repurchase Option. Fractional shares shall be rounded down to the nearest whole
share.

                  (b) RIGHT OF FIRST REFUSAL. Before any Shares held by
Purchaser or any transferee of Purchaser (either being sometimes referred to
herein as the "Holder") may be sold or otherwise transferred (including transfer
by gift or operation of law), the Company or its assignee(s) shall have a right
of first refusal to purchase the Shares on the terms and conditions set forth in
this Section 3(b) (the "Right of First Refusal").

                           (i) NOTICE OF PROPOSED TRANSFER. The Holder of the
Shares shall deliver to the Company a written notice (the "Notice") stating: (i)
the Holder's bona fide intention to sell or otherwise transfer such Shares; (ii)
the name of each proposed purchaser or other transferee ("Proposed Transferee");
(iii) the number of Shares to be transferred to each Proposed Transferee; and
(iv) the terms and conditions of each proposed sale or transfer. The Holder
shall offer the Shares at the same price (the "Offered Price") and upon the same
terms (or terms as similar as reasonably possible) to the Company or its
assignee(s).

                           (ii) EXERCISE OF RIGHT OF FIRST REFUSAL. At any time
within 30 days after receipt of the Notice, the Company and/or its assignee(s)
may, by giving written notice to the Holder, elect to purchase all, but not less
than all, of the Shares proposed to be transferred to any one or more of the
Proposed Transferees, at the purchase price determined in accordance with
subsection (iii) below.

                           (iii) PURCHASE PRICE. The purchase price ("Purchase
Price") for the Shares purchased by the Company or its assignee(s) under this
Section 3(b) shall be the Offered Price. If the

                                      -2-



Offered Price includes consideration other than cash, the cash equivalent value
of the non-cash consideration shall be determined by the Board of Directors of
the Company in good faith.

                           (iv) PAYMENT. Payment of the Purchase Price shall be
made, at the option of the Company or its assignee(s), in cash (by check), by
cancellation of all or a portion of any outstanding indebtedness, or by any
combination thereof within 30 days after receipt of the Notice or in the manner
and at the times set forth in the Notice.

                           (v) HOLDER'S RIGHT TO TRANSFER. If all of the Shares
proposed in the Notice to be transferred to a given Proposed Transferee are not
purchased by the Company and/or its assignee(s) as provided in this Section
3(b), then the Holder may sell or otherwise transfer such Shares to that
Proposed Transferee at the Offered Price or at a higher price, provided that
such sale or other transfer is consummated within 60 days after the date of the
Notice and provided further that any such sale or other transfer is effected in
accordance with any applicable securities laws and the Proposed Transferee
agrees in writing that the provisions of this Section 3 shall continue to apply
to the Shares in the hands of such Proposed Transferee. If the Shares described
in the Notice are not transferred to the Proposed Transferee within such period,
or if the Holder proposes to change the price or other terms to make them more
favorable to the Proposed Transferee, a new Notice shall be given to the
Company, and the Company and/or its assignees shall again be offered the Right
of First Refusal before any Shares held by the Holder may be sold or otherwise
transferred.

                           (vi) EXCEPTION FOR CERTAIN FAMILY TRANSFERS. Anything
to the contrary contained in this Section 3(b) notwithstanding, the transfer of
any or all of the Shares during Purchaser's lifetime or on Purchaser's death by
will or intestacy to Purchaser's Immediate Family or a trust for the benefit of
Purchaser's Immediate Family shall be exempt from the provisions of this Section
3(b). "Immediate Family" as used herein shall mean spouse, lineal descendant or
antecedent, father, mother, brother or sister. In such case, the transferee or
other recipient shall receive and hold the Shares so transferred subject to the
provisions of this Section, and there shall be no further transfer of such
Shares except in accordance with the terms of this Section 3.

                  (c) INVOLUNTARY TRANSFER.

                           (i) COMPANY'S RIGHT TO PURCHASE UPON INVOLUNTARY
TRANSFER. In the event, at any time after the date of this Agreement, of any
transfer by operation of law or other involuntary transfer (including death or
divorce, but excluding a transfer to Immediate Family as set forth in Section
3(b)(vi) above) of all or a portion of the Shares by the record holder thereof,
the Company shall have an option to purchase all of the Shares transferred at
the greater of the purchase price paid by Purchaser pursuant to this Agreement
or the Fair Market Value of the Shares on the date of transfer. Upon such a
transfer, the person acquiring the Shares shall promptly notify the Secretary of
the Company of such transfer. The right to purchase such Shares shall be
provided to the Company for a period of thirty (30) days following receipt by
the Company of written notice by the person acquiring the Shares.

                           (ii) PRICE FOR INVOLUNTARY TRANSFER. With respect to
any stock to be transferred pursuant to Section 3(c)(i), the price per Share
shall be a price set by the Board of Directors of the Company that will reflect
the current value of the stock in terms of present earnings and future prospects
of the Company. The Company shall notify Purchaser or his or her executor of the
price so determined within thirty (30) days after receipt by it of written
notice of the transfer or proposed transfer of Shares. However, if the Purchaser
does not agree with the valuation as determined by the Board of Directors of the
Company, the Purchaser shall be entitled to have the valuation determined by an
independent appraiser to be mutually agreed upon by the Company and the
Purchaser and whose fees shall be borne equally by the Company and the
Purchaser.

                                      -3-



                  (d) ASSIGNMENT. The right of the Company to purchase any part
of the Shares may be assigned in whole or in part to any shareholder or
shareholders of the Company or other persons or organizations.

                  (e) RESTRICTIONS BINDING ON TRANSFEREES. All transferees of
Shares or any interest therein will receive and hold such Shares or interest
subject to the provisions of this Agreement, including, insofar as applicable,
the Repurchase Option. In the event of any purchase by the Company hereunder
where the Shares or interest are held by a transferee, the transferee shall be
obligated, if requested by the Company, to transfer the Shares or interest to
the Purchaser for consideration equal to the amount to be paid by the Company
hereunder. In the event the Repurchase Option is deemed exercised by the Company
pursuant to Section 3(a)(ii) hereof, the Company may deem any transferee to have
transferred the Shares or interest to Purchaser prior to their purchase by the
Company, and payment of the purchase price by the Company to such transferee
shall be deemed to satisfy Purchaser's obligation to pay such transferee for
such Shares or interest, and also to satisfy the Company's obligation to pay
Purchaser for such Shares or interest. Any sale or transfer of the Shares shall
be void unless the provisions of this Agreement are satisfied.

                  (f) TERMINATION OF RIGHTS. The right of first refusal granted
the Company by Section 3(b) above and the option to repurchase the Shares in the
event of an involuntary transfer granted the Company by Section 3(c) above shall
terminate upon the first sale of Common Stock of the Company to the general
public pursuant to a registration statement filed with and declared effective by
the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Securities Act").

         4. ESCROW OF UNVESTED SHARES. For purposes of facilitating the
enforcement of the provisions of Section 3 above, Purchaser agrees, immediately
upon receipt of the certificate(s) for the Shares subject to the Repurchase
Option, to deliver such certificate(s), together with an Assignment Separate
from Certificate in the form attached to this Agreement as Attachment A executed
by Purchaser and by Purchaser's spouse (if required for transfer), in blank, to
the Secretary of the Company, or the Secretary's designee, to hold such
certificate(s) and Assignment Separate from Certificate in escrow and to take
all such actions and to effectuate all such transfers and/or releases as are in
accordance with the terms of this Agreement. Purchaser hereby acknowledges that
the Secretary of the Company, or the Secretary's designee, is so appointed as
the escrow holder with the foregoing authorities as a material inducement to
make this Agreement and that said appointment is coupled with an interest and is
accordingly irrevocable. Purchaser agrees that said escrow holder shall not be
liable to any party hereof (or to any other party). The escrow holder may rely
upon any letter, notice or other document executed by any signature purported to
be genuine and may resign at any time. Purchaser agrees that if the Secretary of
the Company, or the Secretary's designee, resigns as escrow holder for any or no
reason, the Board of Directors of the Company shall have the power to appoint a
successor to serve as escrow holder pursuant to the terms of this Agreement.

         5. INVESTMENT AND TAXATION REPRESENTATIONS. In connection with the
purchase of the Shares, Purchaser represents to the Company the following:

                  (a) Purchaser is aware of the Company's business affairs and
financial condition and has acquired sufficient information about the Company to
reach an informed and knowledgeable decision to acquire the Shares. Purchaser is
purchasing these securities for investment for his or her own account only and
not with a view to, or for resale in connection with, any "distribution" thereof
within the meaning of the Securities Act or under any applicable provision of
state law. Purchaser does not have any present intention to transfer the Shares
to any person or entity.

                                      -4-



                  (b) Purchaser understands that the Shares have not been
registered under the Securities Act by reason of a specific exemption therefrom,
which exemption depends upon, among other things, the bona fide nature of
Purchaser's investment intent as expressed herein.

                  (c) Purchaser further acknowledges and understands that the
securities must be held indefinitely unless they are subsequently registered
under the Securities Act or an exemption from such registration is available.
Purchaser further acknowledges and understands that the Company is under no
obligation to register the securities. Purchaser understands that the
certificate(s) evidencing the securities will be imprinted with a legend which
prohibits the transfer of the securities unless they are registered or such
registration is not required in the opinion of counsel for the Company.

                  (d) Purchaser is familiar with the provisions of Rules 144 and
701, each promulgated under the Securities Act, which, in substance, permit
limited public resale of "restricted securities" acquired, directly or
indirectly, from the issuer of the securities (or from an affiliate of such
issuer), in a non-public offering subject to the satisfaction of certain
conditions. Purchaser understands that the Company provides no assurances as to
whether he or she will be able to resell any or all of the Shares pursuant to
Rule 144 or Rule 701, which rules require, among other things, that the Company
be subject to the reporting requirements of the Securities Exchange Act of 1934,
as amended, that resales of securities take place only after the holder of the
Shares has held the Shares for certain specified time periods, and under certain
circumstances, that resales of securities be limited in volume and take place
only pursuant to brokered transactions. Notwithstanding this paragraph (d),
Purchaser acknowledges and agrees to the restrictions set forth in paragraph (e)
below.

                  (e) Purchaser further understands that in the event all of the
applicable requirements of Rule 144 or 701 are not satisfied, registration under
the Securities Act, compliance with Regulation A, or some other registration
exemption will be required; and that, notwithstanding the fact that Rules 144
and 701 are not exclusive, the Staff of the Securities and Exchange Commission
has expressed its opinion that persons proposing to sell private placement
securities other than in a registered offering and otherwise than pursuant to
Rule 144 or 701 will have a substantial burden of proof in establishing that an
exemption from registration is available for such offers or sales, and that such
persons and their respective brokers who participate in such transactions do so
at their own risk.

                  (f) Purchaser understands that Purchaser may suffer adverse
tax consequences as a result of Purchaser's purchase or disposition of the
Shares. Purchaser represents that Purchaser has consulted any tax consultants
Purchaser deems advisable in connection with the purchase or disposition of the
Shares and that Purchaser is not relying on the Company for any tax advice.

         6. RESTRICTIVE LEGENDS AND STOP-TRANSFER ORDERS.

                  (a) LEGENDS. The certificate or certificates representing the
Shares shall bear the following legends (as well as any legends required by
applicable state and federal corporate and securities laws):

                  (i)      THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT
                           BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
                           AMENDED (THE "ACT"), OR REGISTERED OR QUALIFIED UNDER
                           THE SECURITIES LAWS OF ANY STATE OR OTHER
                           JURISDICTION, AND MAY ONLY BE SOLD, PLEDGED,
                           TRANSFERRED OR OTHERWISE DISPOSED OF BY THE HOLDER IF
                           SUBSEQUENTLY REGISTERED UNDER THE ACT AND REGISTERED
                           OR QUALIFIED UNDER ANY APPLICABLE STATE OR OTHER
                           SECURITIES LAWS,

                                      -5-



                           UNLESS THE COMPANY DETERMINES THAT EXEMPTION FROM
                           SUCH REGISTRATION REQUIREMENT IS AVAILABLE.

                  (ii)     THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE
                           SUBJECT TO THE TERMS OF A STOCK PURCHASE AGREEMENT
                           (THE "AGREEMENT") BETWEEN THE COMPANY AND THE HOLDER
                           OF SUCH SECURITIES. PURSUANT TO THE TERMS OF SUCH
                           AGREEMENT, THE COMPANY HAS A RIGHT OF FIRST REFUSAL
                           WITH RESPECT TO TRANSFER OF SUCH SECURITIES AND HAS A
                           RIGHT TO REPURCHASE THE SECURITIES UNDER CERTAIN
                           CIRCUMSTANCES. A COPY OF THE AGREEMENT CAN BE
                           OBTAINED UPON REQUEST BY THE HOLDER OF THIS
                           CERTIFICATE FROM THE SECRETARY OF THE COMPANY.

                  (b) STOP-TRANSFER NOTICES. Purchaser agrees that, in order to
ensure compliance with the restrictions referred to herein, the Company may
issue appropriate "stop transfer" instructions to its transfer agent, if any,
and that, if the Company transfers its own securities, it may make appropriate
notations to the same effect in its own records.

                  (c) REFUSAL TO TRANSFER. The Company shall not be required (i)
to transfer on its books any Shares that have been sold or otherwise transferred
in violation of any of the provisions of this Agreement or (ii) to treat as
owner of such Shares or to accord the right to vote or pay dividends to any
purchaser or other transferee to whom such Shares shall have been so
transferred.

         7. NO EMPLOYMENT RIGHTS. Nothing in this Agreement shall affect in any
manner whatsoever the right or power of the Company, or a parent or subsidiary
of the Company, to terminate Purchaser's employment or consulting relationship,
for any reason, with or without cause.

         8. SECTION 83(b) ELECTION. Purchaser understands that Section 83(a) of
the Internal Revenue Code of 1986, as amended (the "Code"), taxes as ordinary
income for a Nonstatutory Stock Option and as alternative minimum taxable income
for an Incentive Stock Option the difference between the amount paid for the
Shares and the Fair Market Value of the Shares as of the date any restrictions
on the Shares lapse. In this context, "restriction" means the right of the
Company to buy back the Shares pursuant to the Repurchase Option set forth in
Section 3(a) of this Agreement. Purchaser understands that Purchaser may elect
to be taxed at the time the Shares are purchased, rather than when and as the
Repurchase Option expires, by filing an election under Section 83(b) (an "83(b)
Election") of the Code with the Internal Revenue Service within 30 days from the
date of purchase. Even if the Fair Market Value of the Shares at the time of the
execution of this Agreement equals the amount paid for the Shares, the election
must be made to avoid income and alternative minimum tax treatment under Section
83(a) in the future. Purchaser understands that failure to file such an election
in a timely manner may result in adverse tax consequences for Purchaser.
Purchaser further understands that an additional copy of such election form
should be filed with his or her federal income tax return for the calendar year
in which the date of this Agreement falls. Purchaser acknowledges that the
foregoing is only a summary of the effect of United States federal income
taxation with respect to purchase of the Shares hereunder, and does not purport
to be complete. Purchaser further acknowledges that the Company has directed
Purchaser to seek independent advice regarding the applicable provisions of the
Code, the income tax laws of any municipality, state or foreign country in which
Purchaser may reside, and the tax consequences of Purchaser's death.

                                       -6-



         Purchaser agrees that he or she will execute and deliver to the Company
with this executed Agreement a copy of the Acknowledgment and Statement of
Decision Regarding Section 83(b) Election (the "Acknowledgment") attached hereto
as Attachment B. Purchaser further agrees that he or she will execute and submit
with the Acknowledgment a copy of the 83(b) Election attached hereto as
Attachment C (for tax purposes in connection with the early exercise of an
option) if Purchaser has indicated in the Acknowledgment his or her decision to
make such an election.

         9. LOCK-UP AGREEMENT. In connection with the initial public offering of
the Company's securities and upon request of the Company or the underwriters
managing any underwritten offering of the Company's securities, Purchaser agrees
not to sell, make any short sale of, loan, grant any option for the purchase of,
or otherwise dispose of any securities of the Company however or whenever
acquired (other than those included in the registration) without the prior
written consent of the Company or such underwriters, as the case may be, for
such period of time (not to exceed 180 days) from the effective date of such
registration as may be requested by the Company or such managing underwriters
and to execute an agreement reflecting the foregoing as may be requested by the
underwriters at the time of the public offering.

         10. MISCELLANEOUS.

                  (a) GOVERNING LAW. This Agreement and all acts and
transactions pursuant hereto and the rights and obligations of the parties
hereto shall be governed, construed and interpreted in accordance with the laws
of the State of California, without giving effect to principles of conflicts of
law.

                  (b) ENTIRE AGREEMENT; ENFORCEMENT OF RIGHTS. This Agreement
sets forth the entire agreement and understanding of the parties relating to the
subject matter herein and merges all prior discussions between them. No
modification of or amendment to this Agreement, nor any waiver of any rights
under this Agreement, shall be effective unless in writing signed by the parties
to this Agreement. The failure by either party to enforce any rights under this
Agreement shall not be construed as a waiver of any rights of such party.

                  (c) SEVERABILITY. If one or more provisions of this Agreement
are held to be unenforceable under applicable law, the parties agree to
renegotiate such provision in good faith. In the event that the parties cannot
reach a mutually agreeable and enforceable replacement for such provision, then
(i) such provision shall be excluded from this Agreement, (ii) the balance of
the Agreement shall be interpreted as if such provision were so excluded and
(iii) the balance of the Agreement shall be enforceable in accordance with its
terms.

                  (d) CONSTRUCTION. This Agreement is the result of negotiations
between and has been reviewed by each of the parties hereto and their respective
counsel, if any; accordingly, this Agreement shall be deemed to be the product
of all of the parties hereto, and no ambiguity shall be construed in favor of or
against any one of the parties hereto.

                  (e) NOTICES. Any notice required or permitted by this
Agreement shall be in writing and shall be deemed sufficient when delivered
personally or sent by telegram or fax or 48 hours after being deposited in the
U.S. mail, as certified or registered mail, with postage prepaid, and addressed
to the party to be notified at such party's address as set forth below or as
subsequently modified by written notice.

                  (f) COUNTERPARTS. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original and all of which
together shall constitute one instrument.

                                      -7-



                  (g) SUCCESSORS AND ASSIGNS. The rights and benefits of this
Agreement shall inure to the benefit of, and be enforceable by the Company's
successors and assigns. The rights and obligations of Purchaser under this
Agreement may only be assigned with the prior written consent of the Company.

                  (h) CALIFORNIA CORPORATE SECURITIES LAW. THE SALE OF THE
SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH
THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF
THE SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION
THEREFOR PRIOR TO THE QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES
IS EXEMPT FROM QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA
CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY
CONDITIONED UPON THE QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.

                            [Signature Page Follows]

                                      -8-



The parties have executed this Early Exercise Notice and Restricted Stock
Purchase Agreement as of the date first set forth above.

                                    COMPANY:

                                    BERKANA WIRELESS INC.

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

                                    Name:
                                           -----------------------------------

                                    Title: ___________________________________


                                    PURCHASER:

                                    <>

                                    ------------------------------------------
                                    (Signature)

                                    ------------------------------------------
                                    (Print Name)

                                    Address:

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

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

I, ______________________, spouse of <>, have read and hereby approve
the foregoing Agreement. In consideration of the Company's granting my spouse
the right to purchase the Shares as set forth in the Agreement, I hereby agree
to be bound irrevocably by the Agreement and further agree that any community
property or other such interest that I may have in the Shares shall hereby be
similarly bound by the Agreement. I hereby appoint my spouse as my
attorney-in-fact with respect to any amendment or exercise of any rights under
the Agreement.

                                    ----------------------------------------
                                    Spouse of <>

                                      -9-



                                  ATTACHMENT A

                      ASSIGNMENT SEPARATE FROM CERTIFICATE

                  FOR VALUE RECEIVED and pursuant to that certain Early Exercise
Notice and Restricted Stock Purchase Agreement between the undersigned
("Purchaser") and Berkana Wireless Inc. (the "Company") dated _______________,
____ (the "Agreement"), Purchaser hereby sells, assigns and transfers unto the
Company _______________________ (________) shares of the Common Stock of the
Company, standing in Purchaser's name on the books of the Company and
represented by Certificate No. ____, and does hereby irrevocably constitute and
appoint ____________________________ to transfer said stock on the books of the
Company with full power of substitution in the premises. THIS ASSIGNMENT MAY
ONLY BE USED AS AUTHORIZED BY THE AGREEMENT AND THE ATTACHMENTS THERETO.

Dated: ______________________

                                   Signature:


                                   ---------------------------------------
                                   <>

                                   ---------------------------------------
                                   Spouse of <> (if applicable)

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




                                  ATTACHMENT B

                    ACKNOWLEDGMENT AND STATEMENT OF DECISION
                        REGARDING SECTION 83(b) ELECTION

         The undersigned (which term includes the undersigned's spouse), a
purchaser of ___________ shares of Common Stock of Berkana Wireless Inc., a
Delaware corporation (the "Company") by exercise of an option (the "Option")
granted pursuant to the Company's 2001 Stock Incentive Plan (the "Plan"), hereby
states as follows:

         1. The undersigned acknowledges receipt of a copy of the Plan relating
to the offering of such shares. The undersigned has carefully reviewed the Plan
and the option agreement pursuant to which the Option was granted.

         2.       The undersigned either [check and complete as applicable]:

         (a) ____ has consulted, and has been fully advised by, the
                  undersigned's own tax advisor, ___________________________,
                  whose business address is ____________________, regarding the
                  federal, state and local tax consequences of purchasing shares
                  under the Plan, and particularly regarding the advisability of
                  making elections pursuant to Section 83(b) of the Internal
                  Revenue Code of 1986, as amended (the "Code") and pursuant to
                  the corresponding provisions, if any, of applicable state law;
                  or

         (b) ____ has knowingly chosen not to consult such a tax advisor.

         3.       The undersigned hereby states that the undersigned has decided
                  [check as applicable]:

         (a) ____ to make an election pursuant to Section 83(b) of the Code, and
                  is submitting to the Company, together with the undersigned's
                  executed Early Exercise Notice and Restricted Stock Purchase
                  Agreement, an executed form entitled "Election Under Section
                  83(b) of the Internal Revenue Code of 1986;" or

         (b) ____ not to make an election pursuant to Section 83(b) of the Code.

         4. Neither the Company nor any subsidiary or representative of the
Company has made any warranty or representation to the undersigned with respect
to the tax consequences of the undersigned's purchase of shares under the Plan
or of the making or failure to make an election pursuant to Section 83(b) of the
Code or the corresponding provisions, if any, of applicable state law.

Date:
     -------------------------------       -----------------------------------
                                           <>

Date:
     -------------------------------       -----------------------------------
                                           Spouse of <>



                                  ATTACHMENT C

                          ELECTION UNDER SECTION 83(b)
                      OF THE INTERNAL REVENUE CODE OF 1986

         The undersigned taxpayer hereby elects, pursuant to Section 83(b) of
the Internal Revenue Code, to include in taxpayer's gross income or alternative
minimum taxable income, as applicable, for the current taxable year, the amount
of any income that may be taxable to taxpayer in connection with taxpayer's
receipt of the property described below:

1.       The name, address, taxpayer identification number and taxable year of
         the undersigned are as follows:

         NAME OF TAXPAYER: <>

         ADDRESS:
                   --------------------------------------


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


         IDENTIFICATION NO. OF TAXPAYER:  _______________

         TAXABLE YEAR:  200___

2.       The property with respect to which the election is made is described as
         follows:

         ______________ shares of the Common Stock of Berkana Wireless Inc., a
         Delaware corporation (the "Company").

3.       The date on which the property was transferred is:  _______________

4.       The property is subject to the following restrictions:

         Repurchase option at cost in favor of the Company upon termination of
         taxpayer's employment or consulting relationship.

5.       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, of such property is: $____________

6.       The amount (if any) paid for such property: $____________

The undersigned has submitted a copy of this statement to the person for whom
the services were performed in connection with the undersigned's receipt of the
above-described property. The transferee of such property is the person
performing the services in connection with the transfer of said property.

The undersigned understands that the foregoing election may not be revoked
except with the consent of the Commissioner.

                                         Dated: __________
                                                                      ---------
                                                          <>

                                         Dated: __________
                                                                      ---------
                                                       Spouse of <>



                               RECEIPT AND CONSENT

         The undersigned hereby acknowledges receipt of a photocopy of
Certificate No. ______ for ________ shares of Common Stock of Berkana Wireless
Inc. (the "Company").

         The undersigned further acknowledges that the Secretary of the Company,
or his or her designee, is acting as escrow holder pursuant to the Early
Exercise Notice and Restricted Stock Purchase Agreement Purchaser has previously
entered into with the Company. As escrow holder, the Secretary of the Company,
or his or her designee, holds the original of the aforementioned certificate
issued in the undersigned's name.

Dated:  _______________


                                  -----------------------------
                                  <>

EX-99.3

                                                                    EXHIBIT 99.3

                                 2002 STOCK PLAN

                                       OF

                              BERKANA WIRELESS INC.

      1. PURPOSES OF THE PLAN. The purposes of this 2002 Stock Plan are to
attract and retain the best available personnel for positions of substantial
responsibility, to provide additional incentive to Employees and Consultants and
to promote the success of the Company's business. Options granted under the Plan
may be Incentive Stock Options or Nonstatutory Stock Options, as determined by
the Administrator at the time of grant of an option and subject to the
applicable provisions of Section 422 of the Code and the regulations promulgated
thereunder. Stock purchase rights may also be granted under the Plan.

      2. DEFINITIONS. As used herein, the following definitions shall apply:

            (a) "ADMINISTRATOR" means the Board or its Committee appointed
pursuant to Section 4 of the Plan.

            (b) "AFFILIATE" means an entity other than a Subsidiary (as defined
below) which, together with the Company, is under common control of a third
person or entity.

            (c) "APPLICABLE LAWS" means the legal requirements relating to the
administration of stock option and restricted stock purchase plans under
applicable U.S. state corporate laws, U.S. federal and applicable state
securities laws, the Code, any Stock Exchange rules or regulations and the
applicable laws of any other country or jurisdiction where Options or Stock
Purchase Rights are granted under the Plan, as such laws, rules, regulations and
requirements shall be in place from time to time.

            (d) "BOARD" means the Board of Directors of the Company.

            (e) "CHANGE OF CONTROL" means a sale of all or substantially all of
the Company's assets, or any merger or consolidation of the Company with or into
another corporation other than a merger or consolidation in which the holders of
more than 50% of the shares of capital stock of the Company outstanding
immediately prior to such transaction continue to hold (either by the voting
securities remaining outstanding or by their being converted into voting
securities of the surviving entity) more than 50% of the total voting power
represented by the voting securities of the Company, or such surviving entity,
outstanding immediately after such transaction.

            (f) "CODE" means the Internal Revenue Code of 1986, as amended.

            (g) "COMMITTEE" means one or more committees or subcommittees of the
Board appointed by the Board to administer the Plan in accordance with Section 4
below.

            (h) "COMMON STOCK" means the Common Stock of the Company.

            (i) "COMPANY" means Berkana Wireless Inc., a Delaware corporation.

            (j) "CONSULTANT" means any person, including an advisor, who is
engaged by the Company or any Parent, Subsidiary or Affiliate to render services
and is compensated for such services, and any director of the Company whether
compensated for such services or not.

            (k) "CONTINUOUS SERVICE STATUS" means the absence of any
interruption or termination of service as an Employee or Consultant. Continuous
Service Status as an Employee or Consultant shall not be considered interrupted
in the case of: (i) sick leave; (ii) military leave; (iii) any other leave of
absence approved by the Administrator, provided that such leave is for a period
of not more than ninety (90) days, unless reemployment upon the expiration of
such leave is guaranteed by contract or statute, or unless provided otherwise
pursuant to Company policy adopted from time to time; or (iv) in the case of
transfers between locations of the Company or between the Company, its Parents,
Subsidiaries, Affiliates or their respective successors. A change in status from
an Employee to a Consultant or from a Consultant to an Employee will not
constitute an interruption of Continuous Service Status.

            (l) "CORPORATE TRANSACTION" means a sale of all or substantially all
of the Company's assets, or a merger, consolidation or other capital
reorganization of the Company with or into another corporation and includes a
Change of Control.

            (m) "DIRECTOR" means a member of the Board.

            (n) "EMPLOYEE" means any person employed by the Company or any
Parent, Subsidiary or Affiliate, with the status of employment determined based
upon such factors as are deemed appropriate by the Administrator in its
discretion, subject to any requirements of the Code or the Applicable Laws. The
payment by the Company of a director's fee to a Director shall not be sufficient
to constitute "employment" of such Director by the Company.

            (o) "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.

            (p) "FAIR MARKET VALUE" means, as of any date, the fair market value
of Common Stock as determined by the Administrator in good faith on such basis
as it deems appropriate and applied consistently with respect to Participants.
Whenever possible, the determination of Fair Market Value shall be based upon
the closing price for the Shares as reported in the Wall Street Journal for the
applicable date.

            (q) "INCENTIVE STOCK OPTION" means an Option intended to qualify as
an incentive stock option within the meaning of Section 422 of the Code, as
designated in the applicable Option Agreement.

            (r) "LISTED SECURITY" means any security of the Company that is
listed or approved for listing on a national securities exchange or designated
or approved for designation as a national market system security on an
interdealer quotation system by the National Association of Securities Dealers,
Inc.


                                      -2-

            (s) "NAMED EXECUTIVE" means any individual who, on the last day of
the Company's fiscal year, is the chief executive officer of the Company (or is
acting in such capacity) or among the four most highly compensated officers of
the Company (other than the chief executive officer). Such officer status shall
be determined pursuant to the executive compensation disclosure rules under the
Exchange Act.

            (t) "NONSTATUTORY STOCK OPTION" means an Option not intended to
qualify as an Incentive Stock Option, as designated in the applicable Option
Agreement.

            (u) "OPTION" means a stock option granted pursuant to the Plan.

            (v) "OPTION AGREEMENT" means a written document, the form(s) of
which shall be approved from time to time by the Administrator, reflecting the
terms of an Option granted under the Plan and includes any documents attached to
or incorporated into such Option Agreement, including, but not limited to, a
notice of stock option grant and a form of exercise notice.

            (w) "OPTION EXCHANGE PROGRAM" means a program approved by the
Administrator whereby outstanding Options are exchanged for Options with a lower
exercise price or are amended to decrease the exercise price as a result of a
decline in the Fair Market Value of the Common Stock.

            (x) "OPTIONED STOCK" means the Common Stock subject to an Option.

            (y) "OPTIONEE" means an Employee or Consultant who receives an
Option.

            (z) "PARENT" means a "parent corporation," whether now or hereafter
existing, as defined in Section 424(e) of the Code, or any successor provision.

            (aa) "PARTICIPANT" means any holder of one or more Options or Stock
Purchase Rights, or the Shares issuable or issued upon exercise of such awards,
under the Plan.

            (bb) "PLAN" means this 2002 Stock Plan.

            (cc) "REPORTING PERSON" means an officer, Director, or greater than
ten percent stockholder of the Company within the meaning of Rule 16a-2 under
the Exchange Act, who is required to file reports pursuant to Rule 16a-3 under
the Exchange Act.

            (dd) "RESTRICTED STOCK" means Shares of Common Stock acquired
pursuant to a grant of a Stock Purchase Right under Section 11 below.

            (ee) "RESTRICTED STOCK PURCHASE AGREEMENT" means a written document,
the form(s) of which shall be approved from time to time by the Administrator,
reflecting the terms of a Stock Purchase Right granted under the Plan and
includes any documents attached to such agreement.

            (ff) "RULE 16B-3" means Rule 16b-3 promulgated under the Exchange
Act, as amended from time to time, or any successor provision.


                                      -3-

            (gg) "SHARE" means a share of the Common Stock, as adjusted in
accordance with Section 14 of the Plan.

            (hh) "STOCK EXCHANGE" means any stock exchange or consolidated stock
price reporting system on which prices for the Common Stock are quoted at any
given time.

            (ii) "STOCK PURCHASE RIGHT" means the right to purchase Common Stock
pursuant to Section 11 below.

            (jj) "SUBSIDIARY" means a "subsidiary corporation," whether now or
hereafter existing, as defined in Section 424(f) of the Code, or any successor
provision.

            (kk) "TEN PERCENT HOLDER" means a person who owns stock representing
more than ten percent (10%) of the voting power of all classes of stock of the
Company or any Parent or Subsidiary.

      3. STOCK SUBJECT TO THE PLAN. Subject to adjustment pursuant to Section
14, the aggregate number of Shares available for issuance as Grants under the
Plan shall not exceed 3,506,365 Shares (the "Reserve"), which Reserve initially
includes the 588,545 Shares transferred to the Plan from the 2001 Stock
Incentive Plan of Berkana Wireless Inc. (the "2001 Plan") upon the Effective
Date of the Plan, plus (i) any Shares subject to options granted under the 2001
Plan that have terminated or will terminate and were not initially included in
the Reserve as of the Effective Date, and (ii) any unvested Shares that have
been or will be repurchased pursuant to awards issued under the 2001 Plan that
were not initially included in the Reserve as of the Effective Date, not to
exceed in the aggregate 500,000 additional Shares. The Shares may be authorized
but unissued or reacquired Common Stock. If Options are forfeited or terminate
for any other reason before being exercised, then such Options shall again
become available for Grants under the Plan. In addition, any Shares of Common
Stock which are retained by the Company upon exercise of an award in order to
satisfy the exercise or purchase price for such award or any withholding taxes
due with respect to such exercise or purchase shall be treated as not issued and
shall continue to be available under the Plan. In the event Shares issued under
the Plan are reacquired by the Company pursuant to any forfeiture provision,
right of repurchase or right of first refusal, such Shares shall again become
available for Grants under the Plan; provided that the aggregate number of
Shares that may be issued upon the exercise of Incentive Stock Options shall in
no event exceed 4,006,365 Shares (including the Shares transferred to the Plan
from the 2001 Plan), subject to adjustment pursuant to Section 14.

      4. ADMINISTRATION OF THE PLAN.

            (a) GENERAL. The Plan shall be administered by the Board or a
Committee, or a combination thereof, as determined by the Board. The Plan may be
administered by different administrative bodies with respect to different
classes of Participants and, if permitted by the Applicable Laws, the Board may
authorize one or more officers to make awards under the Plan.

            (b) COMMITTEE COMPOSITION. If a Committee has been appointed
pursuant to this Section 4, such Committee shall continue to serve in its
designated capacity until otherwise directed by the Board. From time to time the
Board may increase the size of any Committee and appoint additional members
thereof, remove members (with or without cause) and appoint new


                                      -4-

members in substitution therefor, fill vacancies (however caused) and remove all
members of a Committee and thereafter directly administer the Plan, all to the
extent permitted by the Applicable Laws and, in the case of a Committee
administering the Plan in accordance with the requirements of Rule 16b-3 or
Section 162(m) of the Code, to the extent permitted or required by such
provisions.

            (c) POWERS OF THE ADMINISTRATOR. Subject to the provisions of the
Plan and in the case of a Committee, the specific duties delegated by the Board
to such Committee, the Administrator shall have the authority, in its
discretion:

                  (i) to determine the Fair Market Value of the Common Stock, in
accordance with Section 2(p) of the Plan, provided that such determination shall
be applied consistently with respect to Participants under the Plan;

                  (ii) to select the Employees and Consultants to whom Options
and Stock Purchase Rights may from time to time be granted;

                  (iii) to determine whether and to what extent Options and
Stock Purchase Rights are granted;

                  (iv) to determine the number of Shares of Common Stock to be
covered by each award granted;

                  (v) to approve the form(s) of agreement(s) used under the
Plan;

                  (vi) to determine the terms and conditions, not inconsistent
with the terms of the Plan, of any award granted hereunder, which terms and
conditions include but are not limited to the exercise or purchase price, the
time or times when awards may be exercised (which may be based on performance
criteria), any vesting acceleration or waiver of forfeiture restrictions, and
any restriction or limitation regarding any Option, Optioned Stock, Stock
Purchase Right or Restricted Stock, based in each case on such factors as the
Administrator, in its sole discretion, shall determine;

                  (vii) to determine whether and under what circumstances an
Option may be settled in cash under Section 10(c) instead of Common Stock;

                  (viii) to implement an Option Exchange Program on such terms
and conditions as the Administrator in its discretion deems appropriate,
provided that no amendment or adjustment to an Option that would materially and
adversely affect the rights of any Optionee shall be made without the prior
written consent of the Optionee;

                  (ix) to adjust the vesting of an Option held by an Employee or
Consultant as a result of a change in the terms or conditions under which such
person is providing services to the Company;

                  (x) to construe and interpret the terms of the Plan and awards
granted under the Plan, which constructions, interpretations and decisions shall
be final and binding on all Participants; and


                                      -5-

                  (xi) in order to fulfill the purposes of the Plan and without
amending the Plan, to modify grants of Options or Stock Purchase Rights to
Participants who are foreign nationals or employed outside of the United States
in order to recognize differences in local law, tax policies or customs.

      5. ELIGIBILITY.

            (a) RECIPIENTS OF GRANTS. Nonstatutory Stock Options and Stock
Purchase Rights may be granted to Employees and Consultants. Incentive Stock
Options may be granted only to Employees, provided that Employees of Affiliates
shall not be eligible to receive Incentive Stock Options.

            (b) TYPE OF OPTION. Each Option shall be designated in the Option
Agreement as either an Incentive Stock Option or a Nonstatutory Stock Option.

            (c) ISO $100,000 LIMITATION. Notwithstanding any designation under
Section 5(b), to the extent that the aggregate Fair Market Value of Shares with
respect to which Options designated as Incentive Stock Options are exercisable
for the first time by any Optionee during any calendar year (under all plans of
the Company or any Parent or Subsidiary) exceeds $100,000, such excess Options
shall be treated as Nonstatutory Stock Options. For purposes of this Section
5(c), Incentive Stock Options shall be taken into account in the order in which
they were granted, and the Fair Market Value of the Shares subject to an
Incentive Stock Option shall be determined as of the date of the grant of such
Option.

            (d) NO EMPLOYMENT RIGHTS. The Plan shall not confer upon any
Participant any right with respect to continuation of an employment or
consulting relationship with the Company, nor shall it interfere in any way with
such Participant's right or the Company's right to terminate his or her
employment or consulting relationship at any time, with or without cause.

      6. TERM OF PLAN. The Plan shall become effective upon its adoption by the
Board of Directors (the "Effective Date"). It shall continue in effect for a
term of ten (10) years unless sooner terminated under Section 16 of the Plan.

      7. TERM OF OPTION. The term of each Option shall be the term stated in the
Option Agreement; provided that the term shall be no more than ten years from
the date of grant thereof or such shorter term as may be provided in the Option
Agreement and provided further that, in the case of an Incentive Stock Option
granted to a person who at the time of such grant is a Ten Percent Holder, the
term of the Option shall be five years from the date of grant thereof or such
shorter term as may be provided in the Option Agreement.


                                      -6-

      8. [RESERVED.]

      9. OPTION EXERCISE PRICE AND CONSIDERATION.

            (a) EXERCISE PRICE. The per Share exercise price for the Shares to
be issued pursuant to exercise of an Option shall be such price as is determined
by the Administrator and set forth in the Option Agreement, but shall be subject
to the following:

                  (i) In the case of an Incentive Stock Option

                        (A) granted to an Employee who at the time of grant is a
Ten Percent Holder, the per Share exercise price shall be no less than 110% of
the Fair Market Value per Share on the date of grant; or

                        (B) granted to any other Employee, the per Share
exercise price shall be no less than 100% of the Fair Market Value per Share on
the date of grant.

                  (ii) In the case of a Nonstatutory Stock Option

                        (A) granted prior to the date, if any, on which the
Common Stock becomes a Listed Security to a person who is at the time of grant
is a Ten Percent Holder, the per Share exercise price shall be no less than 110%
of the Fair Market Value per Share on the date of grant if required by the
Applicable Laws and, if not so required, shall be such price as is determined by
the Administrator;

                        (B) granted prior to the date, if any, on which the
Common Stock becomes a Listed Security to any other eligible person, the per
Share exercise price shall be no less than 85% of the Fair Market Value per
Share on the date of grant if required by the Applicable Laws and, if not so
required, shall be such price as is determined by the Administrator; or

                        (C) granted on or after the date, if any, on which the
Common Stock becomes a Listed Security to any eligible person, the per share
Exercise Price shall be such price as determined by the Administrator provided
that if such eligible person is, at the time of the grant of such Option, a
Named Executive of the Company, the per share Exercise Price shall be no less
than 100% of the Fair Market Value on the date of grant if such Option is
intended to qualify as performance-based compensation under Section 162(m) of
the Code.

                  (iii) Notwithstanding the foregoing, Options may be granted
with a per Share exercise price other than as required above pursuant to a
merger or other corporate transaction.

            (b) PERMISSIBLE CONSIDERATION. The consideration to be paid for the
Shares to be issued upon exercise of an Option, including the method of payment,
shall be determined by the Administrator (and, in the case of an Incentive Stock
Option, shall be determined at the time of grant) and may consist entirely of
(1) cash; (2) check; (3) delivery of Optionee's promissory note with such
recourse, interest, security and redemption provisions as the Administrator
determines to be appropriate (subject to the provisions of Section 153 of the


                                      -7-

Delaware General Corporation Law); (4) cancellation of indebtedness; (5) other
Shares that have a Fair Market Value on the date of surrender equal to the
aggregate exercise price of the Shares as to which the Option is exercised,
provided that in the case of Shares acquired, directly or indirectly, from the
Company, such Shares must have been owned by the Optionee for more than six
months on the date of surrender (or such other period as may be required to
avoid the Company's incurring an adverse accounting charge); (6) delivery of a
properly executed exercise notice together with such other documentation as the
Administrator and a securities broker approved by the Company shall require to
effect exercise of the Option and prompt delivery to the Company of the sale or
loan proceeds required to pay the exercise price and any applicable withholding
taxes; or (7) any combination of the foregoing methods of payment. In making its
determination as to the type of consideration to accept, the Administrator shall
consider if acceptance of such consideration may be reasonably expected to
benefit the Company and the Administrator may, in its sole discretion, refuse to
accept a particular form of consideration at the time of any Option exercise.

      10. EXERCISE OF OPTION.

            (a) GENERAL.

                  (i) EXERCISABILITY. Any Option granted hereunder shall be
exercisable at such times and under such conditions as determined by the
Administrator, consistent with the term of the Plan and reflected in the Option
Agreement, including vesting requirements and/or performance criteria with
respect to the Company and/or the Optionee; provided however that, if required
by the Applicable Laws, any Option granted prior to the date, if any, upon which
the Common Stock becomes a Listed Security shall become exercisable at the rate
of at least 20% per year over five years from the date the Option is granted. In
the event that any of the Shares issued upon exercise of an Option (which
exercise occurs prior to the date, if any, upon which the Common Stock becomes a
Listed Security) should be subject to a right of repurchase in the Company's
favor, such repurchase right shall, if required by the Applicable Laws, lapse at
the rate of at least 20% per year over five years from the date the Option is
granted. Notwithstanding the above, in the case of an Option granted to an
officer, Director or Consultant of the Company or any Parent, Subsidiary or
Affiliate of the Company, the Option may become fully exercisable, or a
repurchase right, if any, in favor of the Company shall lapse, at any time or
during any period established by the Administrator. The Administrator shall have
the discretion to determine whether and to what extent the vesting of Options
shall be tolled during any unpaid leave of absence; provided, however, that in
the absence of such determination, vesting of Options shall be tolled during any
such leave.

                  (ii) MINIMUM EXERCISE REQUIREMENTS. An Option may not be
exercised for a fraction of a Share. The Administrator may require that an
Option be exercised as to a minimum number of Shares, provided that such
requirement shall not prevent an Optionee from exercising the full number of
Shares as to which the Option is then exercisable.

                  (iii) PROCEDURES FOR AND RESULTS OF EXERCISE. An Option shall
be deemed exercised when written notice of such exercise has been given to the
Company in accordance with the terms of the Option by the person entitled to
exercise the Option and the Company has received full payment for the Shares
with respect to which the Option is exercised.


                                      -9-

Full payment may, as authorized by the Administrator, consist of any
consideration and method of payment allowable under Section 9(b) of the Plan,
provided that the Administrator may, in its sole discretion, refuse to accept
any form of consideration at the time of any Option exercise.

      Exercise of an Option in any manner shall result in a decrease in the
number of Shares that thereafter may be available, both for purposes of the Plan
and for sale under the Option, by the number of Shares as to which the Option is
exercised.

                  (iv) RIGHTS AS STOCKHOLDER. Until the issuance of the Shares
(as evidenced by the appropriate entry on the books of the Company or of a duly
authorized transfer agent of the Company), no right to vote or receive dividends
or any other rights as a stockholder shall exist with respect to the Optioned
Stock, notwithstanding the exercise of the Option. No adjustment will be made
for a dividend or other right for which the record date is prior to the date the
stock certificate is issued, except as provided in Section 14 of the Plan.

            (b) TERMINATION OF EMPLOYMENT OR CONSULTING RELATIONSHIP. Except as
otherwise set forth in this Section 10(b), the Administrator shall establish and
set forth in the applicable Option Agreement the terms and conditions upon which
an Option shall remain exercisable, if at all, following termination of an
Optionee's Continuous Service Status, which provisions may be waived or modified
by the Administrator at any time. To the extent that the Optionee is not
entitled to exercise an Option at the date of his or her termination of
Continuous Service Status, or if the Optionee (or other person entitled to
exercise the Option) does not exercise the Option to the extent so entitled
within the time specified in the Option Agreement or below (as applicable), the
Option shall terminate and the Optioned Stock underlying the unexercised portion
of the Option shall revert to the Plan. In no event may any Option be exercised
after the expiration of the Option term as set forth in the Option Agreement
(and subject to Section 7).

            The following provisions (1) shall apply to the extent an Option
Agreement does not specify the terms and conditions upon which an Option shall
terminate upon termination of an Optionee's Continuous Service Status, and (2)
establish the minimum post-termination exercise periods that may be set forth in
an Option Agreement:

                  (i) TERMINATION OTHER THAN UPON DISABILITY OR DEATH OR FOR
CAUSE (AS DEFINED IN SUBPARAGRAPH (IV) BELOW). In the event of termination of an
Optionee's Continuous Service Status, such Optionee may exercise an Option for
three months following such termination to the extent the Optionee was entitled
to exercise it at the date of such termination. No termination shall be deemed
to occur and this Section 10(b)(i) shall not apply if (i) the Optionee is a
Consultant who becomes an Employee, or (ii) the Optionee is an Employee who
becomes a Consultant.

                  (ii) DISABILITY OF OPTIONEE. In the event of termination of an
Optionee's Continuous Service Status as a result of his or her disability
(including a disability within the meaning of Section 22(e)(3) of the Code),
such Optionee may exercise an Option at any time within six months following
such termination to the extent the Optionee was entitled to exercise it at the
date of such termination.


                                      -9-

                  (iii) DEATH OF OPTIONEE. In the event of the death of an
Optionee during the period of Continuous Service Status since the date of grant
of the Option, or within thirty days following termination of Optionee's
Continuous Service Status, the Option may be exercised by Optionee's estate or
by a person who acquired the right to exercise the Option by bequest or
inheritance at any time within twelve months following the date of death, but
only to the extent of the right to exercise that had accrued at the date of
death or, if earlier, the date the Optionee's Continuous Service Status
terminated.

                  (iv) TERMINATION FOR CAUSE. In the event of termination of an
Optionee's Continuous Service Status for Cause (as defined below), any Option
(including any exercisable portion thereof) held by such Optionee shall
immediately terminate in its entirety upon first notification to the Optionee of
termination of the Optionee's Continuous Service Status. For purposes of this
Agreement, "Cause" for termination of a Participant's Continuous Service Status
will exist if the Participant is terminated for any of the following reasons:
(i) Participant's willful failure substantially to perform his or her duties and
responsibilities to the Company or deliberate violation of a Company policy;
(ii) Participant's commission of any act of fraud, embezzlement, dishonesty or
any other willful misconduct that has caused or is reasonably expected to result
in material injury to the Company; (iii) unauthorized use or disclosure by
Participant of any proprietary information or trade secrets of the Company or
any other party to whom the Participant owes an obligation of nondisclosure as a
result of his or her relationship with the Company; or (iv) Participant's
willful breach of any of his or her obligations under any written agreement or
covenant with the Company. The determination as to whether a Participant is
being terminated for Cause shall be made in good faith by the Company and shall
be final and binding on the Participant. The foregoing definition does not in
any way limit the Company's ability to terminate a Participant's employment or
consulting relationship at any time as provided in Section 5(d) of this
Agreement , and the term "Company" will be interpreted to include any
Subsidiary, Parent, Affiliate or successor thereto, if appropriate.

                  If an Optionee's employment or consulting relationship with
the Company is suspended pending an investigation of whether the Optionee shall
be terminated for Cause, all the Optionee's rights under any Option likewise
shall be suspended during the investigation period and the Optionee shall have
no right to exercise any Option. This Section 10(b)(iv) shall apply with equal
effect to vested Shares acquired upon exercise of an Option granted prior to the
date, if any, upon which the Common Stock becomes a Listed Security to a person
other than an officer, Director or Consultant, in that the Company shall have
the right to repurchase such Shares from the Participant upon the following
terms: (A) the repurchase is made within 90 days of termination of the
Participant's Continuous Service Status for Cause at the Fair Market Value of
the Shares as of the date of termination, (B) consideration for the repurchase
consists of cash or cancellation of purchase money indebtedness, and (C) the
repurchase right terminates upon the effective date of the Company's initial
public offering of its Common Stock. With respect to vested Shares issued upon
exercise of an Option granted to any officer, Director or Consultant, the
Company's right to repurchase such Shares upon termination of the Participant's
Continuous Service Status for Cause shall be made at the Participant's original
cost for the Shares and shall be effected pursuant to such terms and conditions,
and at such time, as the Administrator shall determine. Nothing in this Section
10(b)(iv) shall in any way limit the Company's right to purchase unvested Shares
issued upon exercise of an Option as set forth in the applicable Option
Agreement.


                                      -10-

            (c) BUYOUT PROVISIONS. The Administrator may at any time offer to
buy out for a payment in cash or Shares an Option previously granted under the
Plan based on such terms and conditions as the Administrator shall establish and
communicate to the Optionee at the time that such offer is made.

      11. STOCK PURCHASE RIGHTS.

            (a) RIGHTS TO PURCHASE. When the Administrator determines that it
will offer Stock Purchase Rights under the Plan, it shall advise the offeree in
writing of the terms, conditions and restrictions related to the offer,
including the number of Shares that such person shall be entitled to purchase,
the price to be paid, and the time within which such person must accept such
offer. In the case of a Stock Purchase Right granted prior to the date, if any,
on which the Common Stock becomes a Listed Security and if required by the
Applicable Laws at that time, the purchase price of Shares subject to such Stock
Purchase Rights shall not be less than 85% of the Fair Market Value of the
Shares as of the date of the offer, or, in the case of a Ten Percent Holder, the
price shall not be less than 100% of the Fair Market Value of the Shares as of
the date of the offer. If the Applicable Laws do not impose the requirements set
forth in the preceding sentence and with respect to any Stock Purchase Rights
granted after the date, if any, on which the Common Stock becomes a Listed
Security, the purchase price of Shares subject to Stock Purchase Rights shall be
as determined by the Administrator. The offer to purchase Shares subject to
Stock Purchase Rights shall be accepted by execution of a Restricted Stock
Purchase Agreement in the form determined by the Administrator.

            (b) REPURCHASE OPTION. Unless the Administrator determines
otherwise, the Restricted Stock Purchase Agreement shall grant the Company a
repurchase option exercisable upon the voluntary or involuntary termination of
the purchaser's employment with the Company for any reason (including death or
disability). The purchase price for Shares repurchased pursuant to the
Restricted Stock Purchase Agreement shall be the original purchase price paid by
the purchaser and may be paid by cancellation of any indebtedness of the
purchaser to the Company. The repurchase option shall lapse at such rate as the
Administrator may determine, provided that with respect to a Stock Purchase
Right granted prior to the date, if any, on which the Common Stock becomes a
Listed Security to a purchaser who is not an officer, Director or Consultant of
the Company or of any Parent or Subsidiary of the Company, it shall lapse at a
minimum rate of 20% per year if required by the Applicable Laws.

            (c) OTHER PROVISIONS. The Restricted Stock Purchase Agreement shall
contain such other terms, provisions and conditions not inconsistent with the
Plan as may be determined by the Administrator in its sole discretion. In
addition, the provisions of Restricted Stock Purchase Agreements need not be the
same with respect to each purchaser.

            (d) RIGHTS AS A STOCKHOLDER. Once the Stock Purchase Right is
exercised, the purchaser shall have the rights equivalent to those of a
stockholder, and shall be a stockholder when his or her purchase is entered upon
the records of the duly authorized transfer agent of the Company. No adjustment
will be made for a dividend or other right for which the record date is prior to
the date the Stock Purchase Right is exercised, except as provided in Section 14
of the Plan.


                                      -11-

      12. TAXES.

            (a) As a condition of the exercise of an Option or Stock Purchase
Right granted under the Plan, the Participant (or in the case of the
Participant's death, the person exercising the Option or Stock Purchase Right)
shall make such arrangements as the Administrator may require for the
satisfaction of any applicable federal, state, local or foreign withholding tax
obligations that may arise in connection with the exercise of the Option or
Stock Purchase Right and the issuance of Shares. The Company shall not be
required to issue any Shares under the Plan until such obligations are
satisfied. If the Administrator allows the withholding or surrender of Shares to
satisfy a Participant's tax withholding obligations under this Section 12
(whether pursuant to Section 12(c), (d) or (e), or otherwise), the Administrator
shall not allow Shares to be withheld in an amount that exceeds the minimum
statutory withholding rates for federal and state tax purposes, including
payroll taxes.

            (b) In the case of an Employee and in the absence of any other
arrangement, the Employee shall be deemed to have directed the Company to
withhold or collect from his or her compensation an amount sufficient to satisfy
such tax obligations from the next payroll payment otherwise payable after the
date of an exercise of the Option or Stock Purchase Right.

            (c) This Section 12(c) shall apply only after the date, if any, upon
which the Common Stock becomes a Listed Security. In the case of Participant
other than an Employee (or in the case of an Employee where the next payroll
payment is not sufficient to satisfy such tax obligations, with respect to any
remaining tax obligations), in the absence of any other arrangement and to the
extent permitted under the Applicable Laws, the Participant shall be deemed to
have elected to have the Company withhold from the Shares to be issued upon
exercise of the Option or Stock Purchase Right that number of Shares having a
Fair Market Value determined as of the applicable Tax Date (as defined below)
equal to the amount required to be withheld. For purposes of this Section 12,
the Fair Market Value of the Shares to be withheld shall be determined on the
date that the amount of tax to be withheld is to be determined under the
Applicable Laws (the "Tax Date").

            (d) If permitted by the Administrator, in its discretion, a
Participant may satisfy his or her tax withholding obligations upon exercise of
an Option or Stock Purchase Right by surrendering to the Company Shares that
have a Fair Market Value determined as of the applicable Tax Date equal to the
amount required to be withheld. In the case of shares previously acquired from
the Company that are surrendered under this Section 12(d), such Shares must have
been owned by the Participant for more than six (6) months on the date of
surrender (or such other period of time as is required for the Company to avoid
adverse accounting charges).

            (e) Any election or deemed election by a Participant to have Shares
withheld to satisfy tax withholding obligations under Section 12(c) or (d) above
shall be irrevocable as to the particular Shares as to which the election is
made and shall be subject to the consent or disapproval of the Administrator.
Any election by a Participant under Section 12(d) above must be made on or prior
to the applicable Tax Date.


                                      -12-

            (f) In the event an election to have Shares withheld is made by a
Participant and the Tax Date is deferred under Section 83 of the Code because no
election is filed under Section 83(b) of the Code, the Participant shall receive
the full number of Shares with respect to which the Option or Stock Purchase
Right is exercised but such Participant shall be unconditionally obligated to
tender back to the Company the proper number of Shares on the Tax Date.

      13. NON-TRANSFERABILITY OF OPTIONS AND STOCK PURCHASE RIGHTS.

            (a) GENERAL. Except as set forth in this Section 13, Options and
Stock Purchase Rights may not be sold, pledged, assigned, hypothecated,
transferred or disposed of in any manner other than by will or by the laws of
descent or distribution. The designation of a beneficiary by an Optionee will
not constitute a transfer. An Option or Stock Purchase Right may be exercised,
during the lifetime of the holder of an Option or Stock Purchase Right, only by
such holder or a transferee permitted by this Section 13.

            (b) LIMITED TRANSFERABILITY RIGHTS. Notwithstanding anything else in
this Section 13, prior to the date, if any, on which the Common Stock becomes a
Listed Security, the Administrator may in its discretion grant Nonstatutory
Stock Options that may be transferred by instrument to an inter vivos or
testamentary trust in which the Options are to be passed to beneficiaries upon
the death of the trustor (settlor) or by gift to "Immediate Family" (as defined
below), on such terms and conditions as the Administrator deems appropriate.
Following the date, if any, on which the Common Stock becomes a Listed Security,
the Administrator may in its discretion grant transferable Nonstatutory Stock
Options pursuant to Option Agreements specifying the manner in which such
Nonstatutory Stock Options are transferable. "Immediate Family" means any child,
stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling,
mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or
sister-in-law, and shall include adoptive relationships.

      14. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, MERGER OR CERTAIN OTHER
TRANSACTIONS.

            (a) CHANGES IN CAPITALIZATION. Subject to any required action by the
stockholders of the Company, the number of Shares of Common Stock covered by
each outstanding Option or Stock Purchase Right, and the number of Shares of
Common Stock that have been authorized for issuance under the Plan but as to
which no Options or Stock Purchase Rights have yet been granted or that have
been returned to the Plan upon cancellation or expiration of an Option or Stock
Purchase Right, as well as the price per Share of Common Stock covered by each
such outstanding Option or Stock Purchase Right, shall be proportionately
adjusted for any increase or decrease in the number of issued Shares of Common
Stock resulting from a stock split, reverse stock split, stock dividend,
combination, recapitalization or reclassification of the Common Stock, or any
other increase or decrease in the number of issued Shares of Common Stock
effected without receipt of consideration by the Company; provided, however,
that conversion of any convertible securities of the Company shall not be deemed
to have been "effected without receipt of consideration." Such adjustment shall
be made by the Administrator, whose determination in that respect shall be
final, binding and conclusive. Except as expressly provided herein, no issuance
by the Company of shares of stock of any class,


                                      -13-

or securities convertible into shares of stock of any class, shall affect, and
no adjustment by reason thereof shall be made with respect to, the number or
price of Shares of Common Stock subject to an Option or Stock Purchase Right.

            (b) DISSOLUTION OR LIQUIDATION. In the event of the dissolution or
liquidation of the Company, each Option and Stock Purchase Right will terminate
immediately prior to the consummation of such action, unless otherwise
determined by the Administrator.

            (c) CORPORATE TRANSACTION. In the event of a Corporate Transaction,
each outstanding Option or Stock Purchase Right shall be assumed or an
equivalent option or right shall be substituted by such successor corporation or
a parent or subsidiary of such successor corporation (the "Successor
Corporation"), unless the Successor Corporation does not agree to assume the
award or to substitute an equivalent option or right. If the Successor
Corporation does not agree to such assumption or substitution, (i) the vesting
of each Option shall accelerate and the Options shall become exercisable in full
(including with respect to Shares as to which an Option would not otherwise be
vested and exercisable), and any repurchase right in favor of the Company with
respect to any Shares purchased upon exercise of a Stock Purchase Right or early
exercise of an Option shall lapse in full, immediately prior to consummation of
the transaction, and (ii) each Participant shall be provided with at least five
(5) business days in which to exercise his or her Options or Stock Purchase
Right subject to such conditions as the Administrator shall determine, and (iii)
such Options and Stock Purchase Rights shall terminate upon the later of the
termination of such exercise period or the consummation of the transaction.

            For purposes of this Section 14(c), an Option or a Stock Purchase
Right shall be considered assumed, without limitation, if, at the time of
issuance of the stock or other consideration upon a Corporate Transaction or a
Change of Control, as the case may be, each holder of an Option or Stock
Purchase Right would be entitled to receive upon exercise of the award the same
number and kind of shares of stock or the same amount of property, cash or
securities as such holder would have been entitled to receive upon the
occurrence of the transaction if the holder had been, immediately prior to such
transaction, the holder of the number of Shares of Common Stock covered by the
award at such time (after giving effect to any adjustments in the number of
Shares covered by the Option or Stock Purchase Right as provided for in this
Section 14); provided that if such consideration received in the transaction is
not solely common stock of the Successor Corporation, the Administrator may,
with the consent of the Successor Corporation, provide for the consideration to
be received upon exercise of the award to be solely common stock of the
Successor Corporation equal to the Fair Market Value of the per Share
consideration received by holders of Common Stock in the transaction.

            (d) CERTAIN DISTRIBUTIONS. In the event of any distribution to the
Company's stockholders of securities of any other entity or other assets (other
than dividends payable in cash or stock of the Company) without receipt of
consideration by the Company, the Administrator may, in its discretion,
appropriately adjust the price per Share of Common Stock covered by each
outstanding Option or Stock Purchase Right to reflect the effect of such
distribution.

      15. TIME OF GRANTING OPTIONS AND STOCK PURCHASE RIGHTS. The date of grant
of an Option or Stock Purchase Right shall, for all purposes, be the date on
which the Administrator makes the determination granting such Option or Stock
Purchase Right, or such other date as is


                                      -14-

determined by the Administrator, provided that in the case of any Incentive
Stock Option, the grant date shall be the later of the date on which the
Administrator makes the determination granting such Incentive Stock Option or
the date of commencement of the Optionee's employment relationship with the
Company. Notice of the determination shall be given to each Employee or
Consultant to whom an Option or Stock Purchase Right is so granted within a
reasonable time after the date of such grant.

      16. AMENDMENT AND TERMINATION OF THE PLAN.

            (a) AUTHORITY TO AMEND OR TERMINATE. The Board may at any time
amend, alter, suspend or discontinue the Plan, but no amendment, alteration,
suspension or discontinuation (other than an adjustment pursuant to Section 14
above) shall be made that would materially and adversely affect the rights of
any Optionee or holder of Stock Purchase Rights under any outstanding grant,
without his or her consent. In addition, to the extent necessary and desirable
to comply with the Applicable Laws, the Company shall obtain stockholder
approval of any Plan amendment in such a manner and to such a degree as
required.

            (b) EFFECT OF AMENDMENT OR TERMINATION. No amendment or termination
of the Plan shall materially and adversely affect Options or Stock Purchase
Rights already granted, unless mutually agreed otherwise between the Optionee or
holder of the Stock Purchase Rights and the Administrator, which agreement must
be in writing and signed by the Optionee or holder and the Company.

      17. CONDITIONS UPON ISSUANCE OF SHARES. Notwithstanding any other
provision of the Plan or any agreement entered into by the Company pursuant to
the Plan, the Company shall not be obligated, and shall have no liability for
failure, to issue or deliver any Shares under the Plan unless such issuance or
delivery would comply with the Applicable Laws, with such compliance determined
by the Company in consultation with its legal counsel. As a condition to the
exercise of an Option or Stock Purchase Right, the Company may require the
person exercising the award to represent and warrant at the time of any such
exercise that the Shares are being purchased only for investment and without any
present intention to sell or distribute such Shares if, in the opinion of
counsel for the Company, such a representation is required by law.

      18. RESERVATION OF SHARES. The Company, during the term of this Plan, will
at all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan.

      19. AGREEMENTS. Options and Stock Purchase Rights shall be evidenced by
Option Agreements and Restricted Stock Purchase Agreements, respectively, in
such form(s) as the Administrator shall from time to time approve.

      20. STOCKHOLDER APPROVAL. If required by the Applicable Laws, continuance
of the Plan shall be subject to approval by the stockholders of the Company
within twelve (12) months before or after the date the Plan is adopted. Such
stockholder approval shall be obtained in the manner and to the degree required
under the Applicable Laws.

      21. INFORMATION AND DOCUMENTS TO OPTIONEES AND PURCHASERS. Prior to the
date, if any, upon which the Common Stock becomes a Listed Security and if
required by the Applicable


                                      -15-

Laws, the Company shall provide financial statements at least annually to each
Optionee and to each individual who acquired Shares pursuant to the Plan, during
the period such Optionee or purchaser has one or more Options or Stock Purchase
Rights outstanding, and in the case of an individual who acquired Shares
pursuant to the Plan, during the period such individual owns such Shares. The
Company shall not be required to provide such information if the issuance of
Options or Stock Purchase Rights under the Plan is limited to key employees
whose duties in connection with the Company assure their access to equivalent
information.


                                      -16-

EX-99.4

                                                                    EXHIBIT 99.4

                              BERKANA WIRELESS INC.

                                 2002 STOCK PLAN

                          NOTICE OF STOCK OPTION GRANT


Name

      You have been granted an option to purchase Common Stock of Berkana
Wireless Inc. (the "Company") as follows:

      Board Approval Date:              Date

      Date of Grant (Later of Board
      Approval Date or Commencement
      of Employment/Consulting):        Date

      Exercise Price per Share:         $ .25

      Total Number of Shares Granted:

      Total Exercise Price:             $

      Type of Option:                   ________Shares Incentive Stock Option

                                        0 Shares Nonstatutory Stock Option

      Term/Expiration Date:

      Vesting Commencement Date:

      Vesting/Exercise Schedule:        THIS OPTION MAY BE EXERCISED, IN WHOLE
                                        OR IN PART, AT ANY TIME: SIX (6) MONTHS
                                        AND TWO (2) DAYS AFTER THE DATE OF GRANT
                                        (I.E., MAY 12, 2004). So long as your
                                        employment or consulting relationship
                                        with the Company continues, the Shares
                                        underlying this Option shall vest in
                                        accordance with the following schedule:
                                        1/4th of the total number of Shares
                                        subject to the Option shall vest on the
                                        12 month anniversary of the Vesting
                                        Commencement Date and 1/48th of the
                                        total number of Shares subject to the
                                        Option shall vest each month thereafter.

      Termination Period:               This Option may be exercised for three
                                        months after termination of employment
                                        or consulting relationship except as set
                                        out in Section 5 of the Stock Option
                                        Agreement (but in no event later than
                                        the Expiration Date). Optionee is
                                        responsible for keeping track of these
                                        exercise periods following termination
                                        for any reason of his or her service
                                        relationship with the Company. The
                                        Company will not provide further notice
                                        of such periods.

      Transferability:                  This Option may not be transferred.


      By your signature and the signature of the Company's representative below,
you and the Company agree that this option is granted under and governed by the
terms and conditions of the Berkana Wireless Inc. 2002 Stock Plan and the Stock
Option Agreement, both of which are attached and made a part of this document.

      In addition, you agree and acknowledge that your rights to any Shares
underlying the Option will be earned only as you provide services to the Company
over time, that the grant of the Option is not as consideration for services you
rendered to the Company prior to your Vesting Commencement Date, and that
nothing in this Notice or the attached documents confers upon you any right to
continue your employment or consulting relationship with the Company for any
period of time, nor does it interfere in any way with your right or the
Company's right to terminate that relationship at any time, for any reason, with
or without cause.



                                        BERKANA WIRELESS INC.

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



                                      -2-

                              BERKANA WIRELESS INC.

                                 2002 STOCK PLAN

                             STOCK OPTION AGREEMENT

      1. GRANT OF OPTION. Berkana Wireless Inc., a Delaware corporation (the
"Company"), hereby grants to Name ("Optionee"), an option (the "Option") to
purchase the total number of shares of Common Stock (the "Shares") set forth in
the Notice of Stock Option Grant (the "Notice"), at the exercise price per Share
set forth in the Notice (the "Exercise Price") subject to the terms, definitions
and provisions of Berkana Wireless Inc. 2002 Stock Plan (the "Plan") adopted by
the Company, which is incorporated in this Agreement by reference. Unless
otherwise defined in this Agreement, the terms used in this Agreement shall have
the meanings defined in the Plan.

      2. DESIGNATION OF OPTION. This Option is intended to be an Incentive Stock
Option as defined in Section 422 of the Code only to the extent so designated in
the Notice, and to the extent it is not so designated or to the extent the
Option does not qualify as an Incentive Stock Option, it is intended to be a
Nonstatutory Stock Option.

      Notwithstanding the above, if designated as an Incentive Stock Option, in
the event that the Shares subject to this Option (and all other Incentive Stock
Options granted to Optionee by the Company or any Parent or Subsidiary,
including under other plans of the Company) that first become exercisable in any
calendar year have an aggregate fair market value (determined for each Share as
of the date of grant of the option covering such Share) in excess of $100,000,
the Shares in excess of $100,000 shall be treated as subject to a Nonstatutory
Stock Option, in accordance with Section 5 of the Plan.

      3. EXERCISE OF OPTION. This Option shall be exercisable during its term in
accordance with the Vesting/Exercise Schedule set out in the Notice and with the
provisions of the Plan as follows:

            (a) RIGHT TO EXERCISE.

                  (i) This Option may not be exercised for a fraction of a
share.

                  (ii) In the event of Optionee's death, disability or other
termination of employment, the exercisability of the Option is governed by
Section 5 below, subject to the limitations contained in this Section 3.

                  (iii) In no event may this Option be exercised after the
Expiration Date of the Option as set forth in the Notice.

            (b) METHOD OF EXERCISE.

                  (i) This Option shall be exercisable by execution and delivery
of the Early Exercise Notice and Restricted Stock Purchase Agreement attached
hereto as Exhibit A, the Exercise Notice and Restricted Stock Purchase Agreement
attached hereto as Exhibit B, or any other form of written notice approved for
such purpose by the Company which shall state Optionee's election to exercise
the Option, the number of Shares in respect of which the Option is being
exercised, and such other representations and agreements as to the holder's
investment intent with respect to such Shares as may be required by the Company
pursuant to the provisions of the Plan. Such written notice shall be

signed by Optionee and shall be delivered to the Company by such means as are
determined by the Plan Administrator in its discretion to constitute adequate
delivery. The written notice shall be accompanied by payment of the Exercise
Price. This Option shall be deemed to be exercised upon receipt by the Company
of such written notice accompanied by the Exercise Price.

                  (ii) As a condition to the exercise of this Option and as
further set forth in Section 12 of the Plan, Optionee agrees to make adequate
provision for federal, state or other tax withholding obligations, if any, which
arise upon the vesting or exercise of the Option, or disposition of Shares,
whether by withholding, direct payment to the Company, or otherwise.

                  (iii) The Company is not obligated, and will have no liability
for failure, to issue or deliver any Shares upon exercise of the Option unless
such issuance or delivery would comply with the applicable lawsapplicable laws,
with such compliance determined by the Company in consultation with its legal
counsel. This Option may not be exercised until such time as the Plan has been
approved by the stockholders of the Company, or if the issuance of such Shares
upon such exercise or the method of payment of consideration for such shares
would constitute a violation of any applicable federal or state securities or
other law or regulation, including any rule under Part 221 of Title 12 of the
Code of Federal Regulations as promulgated by the Federal Reserve Board. As a
condition to the exercise of this Option, the Company may require Optionee to
make any representation and warranty to the Company as may be required by the
applicable laws. Assuming such compliance, for income tax purposes the Shares
shall be considered transferred to Optionee on the date on which the Option is
exercised with respect to such Shares.

      4. METHOD OF PAYMENT. Payment of the Exercise Price shall be by any of the
following, or a combination of the following, at the election of Optionee:

            (a) cash or check;

            (b) prior to the date, if any, upon which the Common Stock becomes a
Listed Security, by surrender of other shares of Common Stock of the Company
that have an aggregate Fair Market Value on the date of surrender equal to the
Exercise Price of the Shares as to which the Option is being exercised. In the
case of shares acquired directly or indirectly from the Company, such shares
must have been owned by Optionee for more than six (6) months on the date of
surrender (or such other period of time as is necessary to avoid the Company's
incurring adverse accounting charges); or

            (c) following the date, if any, upon which the Common Stock is a
Listed Security, delivery of a properly executed exercise notice together with
irrevocable instructions to a broker approved by the Company to deliver promptly
to the Company the amount of sale or loan proceeds required to pay the exercise
price.

      5. TERMINATION OF RELATIONSHIP. Following the date of termination of
Optionee's Continuous Service Status for any reason (the "Termination Date"),
Optionee may exercise the Option only as set forth in the Notice and this
Section 5. To the extent that Optionee is not entitled to exercise this Option
as of the Termination Date, or if Optionee does not exercise this Option within
the Termination Period set forth in the Notice or the termination periods set
forth below, the Option shall terminate in its entirety. In no event, may any
Option be exercised after the Expiration Date of the Option as set forth in the
Notice.

            (a) TERMINATION. In the event of termination of Optionee's
Continuous Service Status other than as a result of Optionee's disability or
death or for Cause (as defined in Section 10(b)(iv)



                                      -2-

of the Plan), Optionee may, to the extent otherwise so entitled at the date of
such termination (the "Termination Date"), exercise this Option during the
Termination Period set forth in the Notice.

            (b) OTHER TERMINATIONS. In connection with any termination other
than a termination covered by Section 5(a), Optionee may exercise the Option
only as described below:

                  (i) TERMINATION UPON DISABILITY OF OPTIONEE. In the event of
termination of Optionee's Continuous Service Status as a result of Optionee's
disability, Optionee may, but only within six months from the Termination Date,
exercise this Option to the extent Optionee was entitled to exercise it as of
such Termination Date.

                  (ii) DEATH OF OPTIONEE. In the event of the death of Optionee
(a) during the term of this Option and while an Employee or Consultant of the
Company and having been in Continuous Service Status since the date of grant of
the Option, or (b) within thirty (30) days after Optionee's Termination Date,
the Option may be exercised at any time within twelve months following the date
of death by Optionee's estate or by a person who acquired the right to exercise
the Option by bequest or inheritance, but only to the extent Optionee was
entitled to exercise the Option as of the Termination Date.

                  (iii) TERMINATION FOR CAUSE. In the event Optionee's
Continuous Service Status is terminated for Cause (as defined in Section
10(b)(iv) of the Plan), the Option shall terminate immediately upon such
termination for Cause. In the event Optionee's employment or consulting
relationship with the Company is suspended pending investigation of whether such
relationship shall be terminated for Cause, all Optionee's rights under the
Option, including the right to exercise the Option, shall be suspended during
the investigation period.

      6. NON-TRANSFERABILITY OF OPTION. Except as otherwise set forth in this
Notice, this Option may not be transferred in any manner otherwise than by will
or by the laws of descent or distribution and may be exercised during the
lifetime of Optionee only by him or her. The terms of this Option shall be
binding upon the executors, administrators, heirs, successors and assigns of
Optionee.

      7. TAX CONSEQUENCES. Below is a brief summary as of the date of this
Option of certain of the federal tax consequences of exercise of this Option and
disposition of the Shares under the laws in effect as of the Date of Grant. THIS
SUMMARY IS INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE.
OPTIONEE SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING
OF THE SHARES.

            (a) INCENTIVE STOCK OPTION.

                  (i) TAX TREATMENT UPON EXERCISE AND SALE OF SHARES. If this
Option qualifies as an Incentive Stock Option, there will be no regular federal
income tax liability upon the exercise of the Option, although the excess, if
any, of the fair market value of the Shares on the date of exercise over the
Exercise Price will be treated as an adjustment to the alternative minimum tax
for federal tax purposes and may subject Optionee to the alternative minimum tax
in the year of exercise. If Shares issued upon exercise of an Incentive Stock
Option are held for at least one year after exercise and are disposed of at
least two years after the Option grant date, any gain realized on disposition of
the Shares will also be treated as long-term capital gain for federal income tax
purposes. If Shares issued upon exercise of an Incentive Stock Option are
disposed of within such one-year period or within two years after the Option
grant date, any gain realized on such disposition will be treated as
compensation income (taxable at ordinary income rates) to the extent of the
difference between the Exercise Price and



                                      -3-

the lesser of (i) the fair market value of the Shares on the date of exercise,
or (ii) the sale price of the Shares.

                  (ii) NOTICE OF DISQUALIFYING DISPOSITIONS. With respect to any
Shares issued upon exercise of an Incentive Stock Option, if Optionee sells or
otherwise disposes of such Shares on or before the later of (i) the date two
years after the Option grant date, or (ii) the date one year after the date of
exercise, Optionee shall immediately notify the Company in writing of such
disposition. Optionee acknowledges and agrees that he or she may be subject to
income tax withholding by the Company on the compensation income recognized by
Optionee from the early disposition by payment in cash or out of the current
earnings paid to Optionee.

            (b) NONSTATUTORY STOCK OPTION. If this Option does not qualify as an
Incentive Stock Option, there may be a regular federal (and state) income tax
liability upon the exercise of the Option. Optionee will be treated as having
received compensation income (taxable at ordinary income tax rates) equal to the
excess, if any, of the fair market value of the Shares on the date of exercise
over the Exercise Price. If Optionee is an Employee, the Company will be
required to withhold from Optionee's compensation or collect from Optionee and
pay to the applicable taxing authorities an amount equal to a percentage of this
compensation income at the time of exercise. If Shares issued upon exercise of a
Nonstatutory Stock Option are held for at least one year, any gain realized on
disposition of the Shares will be treated as long-term capital gain for federal
income tax purposes.

      8. LOCK-UP AGREEMENT. In connection with the initial public offering of
the Company's securities and upon request of the Company or the underwriters
managing any underwritten offering of the Company's securities, Optionee hereby
agrees not to sell, make any short sale of, loan, grant any option for the
purchase of, or otherwise dispose of any securities of the Company however and
whenever acquired (other than those included in the registration) without the
prior written consent of the Company or such underwriters, as the case may be,
for such period of time (not to exceed 180 days) from the effective date of such
registration as may be requested by the Company or such managing underwriters
and to execute an agreement reflecting the foregoing as may be requested by the
underwriters at the time of the public offering.

      9. EFFECT OF AGREEMENT. Optionee acknowledges receipt of a copy of the
Plan and represents that he or she is familiar with the terms and provisions
thereof (and has had an opportunity to consult counsel regarding the Option
terms), and hereby accepts this Option and agrees to be bound by its contractual
terms as set forth herein and in the Plan. Optionee hereby agrees to accept as
binding, conclusive and final all decisions and interpretations of the Plan
Administrator regarding any questions relating to the Option. In the event of a
conflict between the terms and provisions of the Plan and the terms and
provisions of the Notice and this Agreement, the Plan terms and provisions shall
prevail. The Option, including the Plan, constitutes the entire agreement
between Optionee and the Company on the subject matter hereof and supersedes all
proposals, written or oral, and all other communications between the parties
relating to such subject matter.



                            [Signature Page Follows]




                                      -4-

      This Agreement may be executed in two or more counterparts, each of which
shall be deemed an original and all of which together shall constitute one
document.

Name                          BERKANA WIRELESS INC.


                                    By:
- ------------------------------         ---------------------------------
                                    Name:
                                         -------------------------------
Dated:  November 10, 2003           Title:
                                          ------------------------------




                                      -5-

                                    EXHIBIT A

                              BERKANA WIRELESS INC.

                                 2002 STOCK PLAN

          EARLY EXERCISE NOTICE AND RESTRICTED STOCK PURCHASE AGREEMENT

      This Agreement ("Agreement") is made as of ____________________, by and
between Berkana Wireless Inc., a Delaware corporation (the "Company"), and Name
("Purchaser"). To the extent any capitalized terms used in this Agreement are
not defined, they shall have the meaning ascribed to them in the 2002 Stock
Plan.

      1. EXERCISE OF OPTION. Subject to the terms and conditions hereof,
Purchaser hereby elects to exercise his or her option to purchase ____________
shares of the Common Stock (the "Shares") of the Company under and pursuant to
the Company's 2002 Stock Plan (the "Plan") and the Stock Option Agreement dated
Date (the "Option Agreement"). Of these Shares, Purchaser has elected to
purchase _______________ of those Shares which have become vested as of the date
hereof under the Vesting Schedule set forth in the Notice of Stock Option Grant
(the "Vested Shares") and _____________ Shares which have not yet vested under
such Vesting Schedule (the "Unvested Shares"). The purchase price for the Shares
shall be $.25 per Share for a total purchase price of $___________. The term
"Shares" refers to the purchased Shares and all securities received in
replacement of the Shares or as stock dividends or splits, all securities
received in replacement of the Shares in a recapitalization, merger,
reorganization, exchange or the like, and all new, substituted or additional
securities or other properties to which Purchaser is entitled by reason of
Purchaser's ownership of the Shares.

      2. TIME AND PLACE OF EXERCISE. The purchase and sale of the Shares under
this Agreement shall occur at the principal office of the Company simultaneously
with the execution and delivery of this Agreement in accordance with the
provisions of Section 3(b) of the Option Agreement. On such date, the Company
will deliver to Purchaser a certificate representing the Shares to be purchased
by Purchaser (which shall be issued in Purchaser's name) against payment of the
exercise price therefor by Purchaser by (a) check made payable to the Company,
(b) cancellation of indebtedness of the Company to Purchaser, (c) delivery of
shares of the Common Stock of the Company in accordance with Section 4 of the
Option Agreement, or (d) a combination of the foregoing.

      3. LIMITATIONS ON TRANSFER. In addition to any other limitation on
transfer created by applicable securities laws, Purchaser shall not assign,
encumber or dispose of any interest in the Shares while the Shares are subject
to the Company's Repurchase Option (as defined below). After any Shares have
been released from such Repurchase Option, Purchaser shall not assign, encumber
or dispose of any interest in such Shares except in compliance with the
provisions below and applicable securities laws.

            (a) REPURCHASE OPTION.

                  (i) In the event of the voluntary or involuntary termination
of Purchaser's employment or consulting relationship with the Company for any
reason (including death or disability), with or without cause, the Company shall
upon the date of such termination (the "Termination Date") have an irrevocable,
exclusive option (the "Repurchase Option") for a period of 90 days from such
date to repurchase all or any portion of the Shares held by Purchaser as of the
Termination Date which have not yet been released from the Company's Repurchase
Option at the original purchase price per Share specified in Section 1 (adjusted
for any stock splits, stock dividends and the like).

                  (ii) Unless the Company notifies Purchaser within 90 days from
the date of termination of Purchaser's employment or consulting relationship
that it does not intend to exercise its Repurchase Option with respect to some
or all of the Shares, the Repurchase Option shall be deemed automatically
exercised by the Company as of the 90th day following such termination. However,
the Company may notify Purchaser that it is exercising its Repurchase Option as
of a date prior to such 90th day. Unless Purchaser is otherwise notified by the
Company pursuant to the preceding sentence that the Company does not intend to
exercise its Repurchase Option as to some or all of the Shares to which it
applies at the time of termination, execution of this Agreement by Purchaser
constitutes written notice to Purchaser of the Company's intention to exercise
its Repurchase Option with respect to all Shares to which such Repurchase Option
applies. The Company, at its choice, may satisfy its payment obligation to
Purchaser with respect to exercise of the Repurchase Option by either (A)
delivering a check to Purchaser in the amount of the purchase price for the
Shares being repurchased, or (B) in the event Purchaser is indebted to the
Company, canceling an amount of such indebtedness equal to the purchase price
for the Shares being repurchased, or (C) by a combination of (A) and (B) so that
the combined payment and cancellation of indebtedness equals such purchase
price. In the event of any deemed automatic exercise of the Repurchase Option
pursuant to this Section 3(a)(ii) in which Purchaser is indebted to the Company,
such indebtedness equal to the purchase price of the Shares being repurchased
shall be deemed automatically canceled as of the 90th day following termination
of Purchaser's employment or consulting relationship unless the Company
otherwise satisfies its payment obligations. As a result of any repurchase of
Shares pursuant to this Section 3(a), the Company shall become the legal and
beneficial owner of the Shares being repurchased and shall have all rights and
interest therein or related thereto, and the Company shall have the right to
transfer to its own name the number of Shares being repurchased by the Company,
without further action by Purchaser.

                  (iii) One hundred percent (100%) of the Shares shall initially
be subject to the Repurchase Option. The Vested Shares shall be released from
the Repurchase Option in accordance with the Vesting Schedule set forth in the
Notice of Stock Option Grant until all Shares are released from the Repurchase
Option. Fractional shares shall be rounded down to the nearest whole share.

            (b) RIGHT OF FIRST REFUSAL. Before any Shares held by Purchaser or
any transferee of Purchaser (either being sometimes referred to herein as the
"Holder") may be sold or otherwise transferred (including transfer by gift or
operation of law), the Company or its assignee(s) shall have a right of first
refusal to purchase the Shares on the terms and conditions set forth in this
Section 3(b) (the "Right of First Refusal").

                  (i) NOTICE OF PROPOSED TRANSFER. The Holder of the Shares
shall deliver to the Company a written notice (the "Notice") stating: (i) the
Holder's bona fide intention to sell or otherwise transfer such Shares; (ii) the
name of each proposed purchaser or other transferee ("Proposed Transferee");
(iii) the number of Shares to be transferred to each Proposed Transferee; and
(iv) the terms and conditions of each proposed sale or transfer. The Holder
shall offer the Shares at the same price (the "Offered Price") and upon the same
terms (or terms as similar as reasonably possible) to the Company or its
assignee(s).

                  (ii) EXERCISE OF RIGHT OF FIRST REFUSAL. At any time within 30
days after receipt of the Notice, the Company and/or its assignee(s) may, by
giving written notice to the Holder, elect to purchase all, but not less than
all, of the Shares proposed to be transferred to any one or more of the Proposed
Transferees, at the purchase price determined in accordance with subsection
(iii) below.

                  (iii) PURCHASE PRICE. The purchase price ("Purchase Price")
for the Shares purchased by the Company or its assignee(s) under this Section
3(b) shall be the Offered Price. If the

                                      -2-

Offered Price includes consideration other than cash, the cash equivalent value
of the non-cash consideration shall be determined by the Board of Directors of
the Company in good faith.

                  (iv) PAYMENT. Payment of the Purchase Price shall be made, at
the option of the Company or its assignee(s), in cash (by check), by
cancellation of all or a portion of any outstanding indebtedness, or by any
combination thereof within 30 days after receipt of the Notice or in the manner
and at the times set forth in the Notice.

                  (v) HOLDER'S RIGHT TO TRANSFER. If all of the Shares proposed
in the Notice to be transferred to a given Proposed Transferee are not purchased
by the Company and/or its assignee(s) as provided in this Section 3(b), then the
Holder may sell or otherwise transfer such Shares to that Proposed Transferee at
the Offered Price or at a higher price, provided that such sale or other
transfer is consummated within 60 days after the date of the Notice and provided
further that any such sale or other transfer is effected in accordance with any
applicable securities laws and the Proposed Transferee agrees in writing that
the provisions of this Section 3 shall continue to apply to the Shares in the
hands of such Proposed Transferee. If the Shares described in the Notice are not
transferred to the Proposed Transferee within such period, or if the Holder
proposes to change the price or other terms to make them more favorable to the
Proposed Transferee, a new Notice shall be given to the Company, and the Company
and/or its assignees shall again be offered the Right of First Refusal before
any Shares held by the Holder may be sold or otherwise transferred.

                  (vi) EXCEPTION FOR CERTAIN FAMILY TRANSFERS. Anything to the
contrary contained in this Section 3(b) notwithstanding, the transfer of any or
all of the Shares during Purchaser's lifetime or on Purchaser's death by will or
intestacy to Purchaser's Immediate Family or a trust for the benefit of
Purchaser's Immediate Family shall be exempt from the provisions of this Section
3(b). "Immediate Family" as used herein shall mean spouse, lineal descendant or
antecedent, father, mother, brother or sister. In such case, the transferee or
other recipient shall receive and hold the Shares so transferred subject to the
provisions of this Section, and there shall be no further transfer of such
Shares except in accordance with the terms of this Section 3.

            (c) INVOLUNTARY TRANSFER.

                  (i) COMPANY'S RIGHT TO PURCHASE UPON INVOLUNTARY TRANSFER. In
the event, at any time after the date of this Agreement, of any transfer by
operation of law or other involuntary transfer (including death or divorce, but
excluding a transfer to Immediate Family as set forth in Section 3(b)(vi) above)
of all or a portion of the Shares by the record holder thereof, the Company
shall have an option to purchase all of the Shares transferred at the greater of
the purchase price paid by Purchaser pursuant to this Agreement or the Fair
Market Value of the Shares on the date of transfer. Upon such a transfer, the
person acquiring the Shares shall promptly notify the Secretary of the Company
of such transfer. The right to purchase such Shares shall be provided to the
Company for a period of thirty (30) days following receipt by the Company of
written notice by the person acquiring the Shares.

                  (ii) PRICE FOR INVOLUNTARY TRANSFER. With respect to any stock
to be transferred pursuant to Section 3(c)(i), the price per Share shall be a
price set by the Board of Directors of the Company that will reflect the current
value of the stock in terms of present earnings and future prospects of the
Company. The Company shall notify Purchaser or his or her executor of the price
so determined within thirty (30) days after receipt by it of written notice of
the transfer or proposed transfer of Shares. However, if the Purchaser does not
agree with the valuation as determined by the Board of Directors of the Company,
the Purchaser shall be entitled to have the valuation determined by an
independent appraiser to be mutually agreed upon by the Company and the
Purchaser and whose fees shall be borne equally by the Company and the
Purchaser.


                                      -3-

            (d) ASSIGNMENT. The right of the Company to purchase any part of the
Shares may be assigned in whole or in part to any shareholder or shareholders of
the Company or other persons or organizations.

            (e) RESTRICTIONS BINDING ON TRANSFEREES. All transferees of Shares
or any interest therein will receive and hold such Shares or interest subject to
the provisions of this Agreement, including, insofar as applicable, the
Repurchase Option. In the event of any purchase by the Company hereunder where
the Shares or interest are held by a transferee, the transferee shall be
obligated, if requested by the Company, to transfer the Shares or interest to
the Purchaser for consideration equal to the amount to be paid by the Company
hereunder. In the event the Repurchase Option is deemed exercised by the Company
pursuant to Section 3(a)(ii) hereof, the Company may deem any transferee to have
transferred the Shares or interest to Purchaser prior to their purchase by the
Company, and payment of the purchase price by the Company to such transferee
shall be deemed to satisfy Purchaser's obligation to pay such transferee for
such Shares or interest, and also to satisfy the Company's obligation to pay
Purchaser for such Shares or interest. Any sale or transfer of the Shares shall
be void unless the provisions of this Agreement are satisfied.

            (f) TERMINATION OF RIGHTS. The right of first refusal granted the
Company by Section 3(b) above and the option to repurchase the Shares in the
event of an involuntary transfer granted the Company by Section 3(c) above shall
terminate upon the first sale of Common Stock of the Company to the general
public pursuant to a registration statement filed with and declared effective by
the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Securities Act").

      4. ESCROW OF UNVESTED SHARES. For purposes of facilitating the enforcement
of the provisions of Section 3 above, Purchaser agrees, immediately upon receipt
of the certificate(s) for the Shares subject to the Repurchase Option, to
deliver such certificate(s), together with an Assignment Separate from
Certificate in the form attached to this Agreement as Attachment A executed by
Purchaser and by Purchaser's spouse (if required for transfer), in blank, to the
Secretary of the Company, or the Secretary's designee, to hold such
certificate(s) and Assignment Separate from Certificate in escrow and to take
all such actions and to effectuate all such transfers and/or releases as are in
accordance with the terms of this Agreement. Purchaser hereby acknowledges that
the Secretary of the Company, or the Secretary's designee, is so appointed as
the escrow holder with the foregoing authorities as a material inducement to
make this Agreement and that said appointment is coupled with an interest and is
accordingly irrevocable. Purchaser agrees that said escrow holder shall not be
liable to any party hereof (or to any other party). The escrow holder may rely
upon any letter, notice or other document executed by any signature purported to
be genuine and may resign at any time. Purchaser agrees that if the Secretary of
the Company, or the Secretary's designee, resigns as escrow holder for any or no
reason, the Board of Directors of the Company shall have the power to appoint a
successor to serve as escrow holder pursuant to the terms of this Agreement.

      5. INVESTMENT AND TAXATION REPRESENTATIONS. In connection with the
purchase of the Shares, Purchaser represents to the Company the following:

            (a) Purchaser is aware of the Company's business affairs and
financial condition and has acquired sufficient information about the Company to
reach an informed and knowledgeable decision to acquire the Shares. Purchaser is
purchasing these securities for investment for his or her own account only and
not with a view to, or for resale in connection with, any "distribution" thereof
within the meaning of the Securities Act or under any applicable provision of
state law. Purchaser does not have any present intention to transfer the Shares
to any person or entity.

                                      -4-

            (b) Purchaser understands that the Shares have not been registered
under the Securities Act by reason of a specific exemption therefrom, which
exemption depends upon, among other things, the bona fide nature of Purchaser's
investment intent as expressed herein.

            (c) Purchaser further acknowledges and understands that the
securities must be held indefinitely unless they are subsequently registered
under the Securities Act or an exemption from such registration is available.
Purchaser further acknowledges and understands that the Company is under no
obligation to register the securities. Purchaser understands that the
certificate(s) evidencing the securities will be imprinted with a legend which
prohibits the transfer of the securities unless they are registered or such
registration is not required in the opinion of counsel for the Company.

            (d) Purchaser is familiar with the provisions of Rules 144 and 701,
each promulgated under the Securities Act, which, in substance, permit limited
public resale of "restricted securities" acquired, directly or indirectly, from
the issuer of the securities (or from an affiliate of such issuer), in a
non-public offering subject to the satisfaction of certain conditions. Purchaser
understands that the Company provides no assurances as to whether he or she will
be able to resell any or all of the Shares pursuant to Rule 144 or Rule 701,
which rules require, among other things, that the Company be subject to the
reporting requirements of the Securities Exchange Act of 1934, as amended, that
resales of securities take place only after the holder of the Shares has held
the Shares for certain specified time periods, and under certain circumstances,
that resales of securities be limited in volume and take place only pursuant to
brokered transactions. Notwithstanding this paragraph (d), Purchaser
acknowledges and agrees to the restrictions set forth in paragraph (e) below.

            (e) Purchaser further understands that in the event all of the
applicable requirements of Rule 144 or 701 are not satisfied, registration under
the Securities Act, compliance with Regulation A, or some other registration
exemption will be required; and that, notwithstanding the fact that Rules 144
and 701 are not exclusive, the Staff of the Securities and Exchange Commission
has expressed its opinion that persons proposing to sell private placement
securities other than in a registered offering and otherwise than pursuant to
Rule 144 or 701 will have a substantial burden of proof in establishing that an
exemption from registration is available for such offers or sales, and that such
persons and their respective brokers who participate in such transactions do so
at their own risk.

            (f) Purchaser understands that Purchaser may suffer adverse tax
consequences as a result of Purchaser's purchase or disposition of the Shares.
Purchaser represents that Purchaser has consulted any tax consultants Purchaser
deems advisable in connection with the purchase or disposition of the Shares and
that Purchaser is not relying on the Company for any tax advice.

      6. RESTRICTIVE LEGENDS AND STOP-TRANSFER ORDERS.

            (a) LEGENDS. The certificate or certificates representing the Shares
shall bear the following legends (as well as any legends required by applicable
state and federal corporate and securities laws):

               (i)   THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
                     REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
                     (THE "ACT"), OR REGISTERED OR QUALIFIED UNDER THE
                     SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY
                     ONLY BE SOLD, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF
                     BY THE HOLDER IF SUBSEQUENTLY REGISTERED UNDER THE ACT AND
                     REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE OR OTHER
                     SECURITIES LAWS,

                                      -5-

                     UNLESS THE COMPANY DETERMINES THAT EXEMPTION FROM SUCH
                     REGISTRATION REQUIREMENT IS AVAILABLE.

               (ii)  THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT
                     TO THE TERMS OF A STOCK PURCHASE AGREEMENT (THE
                     "AGREEMENT") BETWEEN THE COMPANY AND THE HOLDER OF SUCH
                     SECURITIES. PURSUANT TO THE TERMS OF SUCH AGREEMENT, THE
                     COMPANY HAS A RIGHT OF FIRST REFUSAL WITH RESPECT TO
                     TRANSFER OF SUCH SECURITIES AND HAS A RIGHT TO REPURCHASE
                     THE SECURITIES UNDER CERTAIN CIRCUMSTANCES. A COPY OF THE
                     AGREEMENT CAN BE OBTAINED UPON REQUEST BY THE HOLDER OF
                     THIS CERTIFICATE FROM THE SECRETARY OF THE COMPANY.

            (b) STOP-TRANSFER NOTICES. Purchaser agrees that, in order to ensure
compliance with the restrictions referred to herein, the Company may issue
appropriate "stop transfer" instructions to its transfer agent, if any, and
that, if the Company transfers its own securities, it may make appropriate
notations to the same effect in its own records.

            (c) REFUSAL TO TRANSFER. The Company shall not be required (i) to
transfer on its books any Shares that have been sold or otherwise transferred in
violation of any of the provisions of this Agreement or (ii) to treat as owner
of such Shares or to accord the right to vote or pay dividends to any purchaser
or other transferee to whom such Shares shall have been so transferred.

      7. NO EMPLOYMENT RIGHTS. Nothing in this Agreement shall affect in any
manner whatsoever the right or power of the Company, or a parent or subsidiary
of the Company, to terminate Purchaser's employment or consulting relationship,
for any reason, with or without cause.

      8. SECTION 83(b) ELECTION. Purchaser understands that Section 83(a) of the
Internal Revenue Code of 1986, as amended (the "Code"), taxes as ordinary income
for a Nonstatutory Stock Option and as alternative minimum taxable income for an
Incentive Stock Option the difference between the amount paid for the Shares and
the Fair Market Value of the Shares as of the date any restrictions on the
Shares lapse. In this context, "restriction" means the right of the Company to
buy back the Shares pursuant to the Repurchase Option set forth in Section 3(a)
of this Agreement. Purchaser understands that Purchaser may elect to be taxed at
the time the Shares are purchased, rather than when and as the Repurchase Option
expires, by filing an election under Section 83(b) (an "83(b) Election") of the
Code with the Internal Revenue Service within 30 days from the date of purchase.
Even if the Fair Market Value of the Shares at the time of the execution of this
Agreement equals the amount paid for the Shares, the election must be made to
avoid income and alternative minimum tax treatment under Section 83(a) in the
future. Purchaser understands that failure to file such an election in a timely
manner may result in adverse tax consequences for Purchaser. Purchaser further
understands that an additional copy of such election form should be filed with
his or her federal income tax return for the calendar year in which the date of
this Agreement falls. Purchaser acknowledges that the foregoing is only a
summary of the effect of United States federal income taxation with respect to
purchase of the Shares hereunder, and does not purport to be complete. Purchaser
further acknowledges that the Company has directed Purchaser to seek independent
advice regarding the applicable provisions of the Code, the income tax laws of
any municipality, state or foreign country in which Purchaser may reside, and
the tax consequences of Purchaser's death.



                                      -6-

      Purchaser agrees that he or she will execute and deliver to the Company
with this executed Agreement a copy of the Acknowledgment and Statement of
Decision Regarding Section 83(b) Election (the "Acknowledgment") attached hereto
as Attachment B. Purchaser further agrees that he or she will execute and submit
with the Acknowledgment a copy of the 83(b) Election attached hereto as
Attachment C (for tax purposes in connection with the early exercise of an
option) if Purchaser has indicated in the Acknowledgment his or her decision to
make such an election.

      9. LOCK-UP AGREEMENT. In connection with the initial public offering of
the Company's securities and upon request of the Company or the underwriters
managing any underwritten offering of the Company's securities, Purchaser agrees
not to sell, make any short sale of, loan, grant any option for the purchase of,
or otherwise dispose of any securities of the Company however or whenever
acquired (other than those included in the registration) without the prior
written consent of the Company or such underwriters, as the case may be, for
such period of time (not to exceed 180 days) from the effective date of such
registration as may be requested by the Company or such managing underwriters
and to execute an agreement reflecting the foregoing as may be requested by the
underwriters at the time of the public offering.

      10. MISCELLANEOUS.

            (a) GOVERNING LAW. This Agreement and all acts and transactions
pursuant hereto and the rights and obligations of the parties hereto shall be
governed, construed and interpreted in accordance with the laws of the State of
California, without giving effect to principles of conflicts of law.

            (b) ENTIRE AGREEMENT; ENFORCEMENT OF RIGHTS. This Agreement sets
forth the entire agreement and understanding of the parties relating to the
subject matter herein and merges all prior discussions between them. No
modification of or amendment to this Agreement, nor any waiver of any rights
under this Agreement, shall be effective unless in writing signed by the parties
to this Agreement. The failure by either party to enforce any rights under this
Agreement shall not be construed as a waiver of any rights of such party.

            (c) SEVERABILITY. If one or more provisions of this Agreement are
held to be unenforceable under applicable law, the parties agree to renegotiate
such provision in good faith. In the event that the parties cannot reach a
mutually agreeable and enforceable replacement for such provision, then (i) such
provision shall be excluded from this Agreement, (ii) the balance of the
Agreement shall be interpreted as if such provision were so excluded and (iii)
the balance of the Agreement shall be enforceable in accordance with its terms.

            (d) CONSTRUCTION. This Agreement is the result of negotiations
between and has been reviewed by each of the parties hereto and their respective
counsel, if any; accordingly, this Agreement shall be deemed to be the product
of all of the parties hereto, and no ambiguity shall be construed in favor of or
against any one of the parties hereto.

            (e) NOTICES. Any notice required or permitted by this Agreement
shall be in writing and shall be deemed sufficient when delivered personally or
sent by telegram or fax or 48 hours after being deposited in the U.S. mail, as
certified or registered mail, with postage prepaid, and addressed to the party
to be notified at such party's address as set forth below or as subsequently
modified by written notice.

            (f) COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute one instrument.

                                      -7-

            (g) SUCCESSORS AND ASSIGNS. The rights and benefits of this
Agreement shall inure to the benefit of, and be enforceable by the Company's
successors and assigns. The rights and obligations of Purchaser under this
Agreement may only be assigned with the prior written consent of the Company.

            (h) CALIFORNIA CORPORATE SECURITIES LAW. THE SALE OF THE SECURITIES
WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE
COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF THE
SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR
PRIOR TO THE QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT
FROM QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA
CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY
CONDITIONED UPON THE QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.

                            [Signature Page Follows]



                                      -8-

The parties have executed this Early Exercise Notice and Restricted Stock
Purchase Agreement as of the date first set forth above.

                                    COMPANY:

                                    Berkana Wireless Inc.

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

                                    Name:
                                          ---------------------------------

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


                                    PURCHASER:

                                    Name

                                    ---------------------------------------
                                    (Signature)

                                    ---------------------------------------
                                    (Print Name)

                                    Address:

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

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



I, ______________________, spouse of Name , have read and hereby approve the
foregoing Agreement. In consideration of the Company's granting my spouse the
right to purchase the Shares as set forth in the Agreement, I hereby agree to be
bound irrevocably by the Agreement and further agree that any community property
or other such interest that I may have in the Shares shall hereby be similarly
bound by the Agreement. I hereby appoint my spouse as my attorney-in-fact with
respect to any amendment or exercise of any rights under the Agreement.


                                    ------------------------------
                                    Spouse of Name



                                      -9-

                                  ATTACHMENT A

                      ASSIGNMENT SEPARATE FROM CERTIFICATE

            FOR VALUE RECEIVED and pursuant to that certain Early Exercise
Notice and Restricted Stock Purchase Agreement between the undersigned
("Purchaser") and Berkana Wireless Inc. (the "Company") dated _______________,
____ (the "Agreement"), Purchaser hereby sells, assigns and transfers unto the
Company _______________________ (________) shares of the Common Stock of the
Company, standing in Purchaser's name on the books of the Company and
represented by Certificate No. ____, and does hereby irrevocably constitute and
appoint ____________________________ to transfer said stock on the books of the
Company with full power of substitution in the premises. THIS ASSIGNMENT MAY
ONLY BE USED AS AUTHORIZED BY THE AGREEMENT AND THE ATTACHMENTS THERETO.

Dated: ______________________

                                    Signature:


                                    ---------------------------------------
                                    Name


                                    ---------------------------------------
                                    Spouse of Name (if applicable)



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

                                  ATTACHMENT B

                    ACKNOWLEDGMENT AND STATEMENT OF DECISION
                        REGARDING SECTION 83(b) ELECTION

      The undersigned (which term includes the undersigned's spouse), a
purchaser of ___________ shares of Common Stock of Berkana Wireless Inc., a
Delaware corporation (the "Company") by exercise of an option (the "Option")
granted pursuant to the Company's 2002 Stock Plan (the "Plan"), hereby states as
follows:

      1. The undersigned acknowledges receipt of a copy of the Plan relating to
the offering of such shares. The undersigned has carefully reviewed the Plan and
the option agreement pursuant to which the Option was granted.

      2. The undersigned either [check and complete as applicable]:

      (a) ___ has consulted, and has been fully advised by, the undersigned's
              own tax advisor, ___________________________, whose business
              address is ____________________, regarding the federal, state and
              local tax consequences of purchasing shares under the Plan, and
              particularly regarding the advisability of making elections
              pursuant to Section 83(b) of the Internal Revenue Code of 1986, as
              amended (the "Code") and pursuant to the corresponding provisions,
              if any, of applicable state law; or

      (b) ___ has knowingly chosen not to consult such a tax advisor.

      3. The undersigned hereby states that the undersigned has decided [check
as applicable]:

      (a) ___ to make an election pursuant to Section 83(b) of the Code, and is
              submitting to the Company, together with the undersigned's
              executed Early Exercise Notice and Restricted Stock Purchase
              Agreement, an executed form entitled "Election Under Section 83(b)
              of the Internal Revenue Code of 1986;" or

      (b) ___ not to make an election pursuant to Section 83(b) of the Code.

      4. Neither the Company nor any subsidiary or representative of the Company
has made any warranty or representation to the undersigned with respect to the
tax consequences of the undersigned's purchase of shares under the Plan or of
the making or failure to make an election pursuant to Section 83(b) of the Code
or the corresponding provisions, if any, of applicable state law.

Date:
     -------------------                  ------------------------
                                          Name


Date:
     -------------------                  ------------------------
                                          Spouse of Name

                                  ATTACHMENT C

                          ELECTION UNDER SECTION 83(b)
                      OF THE INTERNAL REVENUE CODE OF 1986

      The undersigned taxpayer hereby elects, pursuant to Section 83(b) of the
Internal Revenue Code, to include in taxpayer's gross income or alternative
minimum taxable income, as applicable, for the current taxable year, the amount
of any income that may be taxable to taxpayer in connection with taxpayer's
receipt of the property described below:

1.    The name, address, taxpayer identification number and taxable year of the
      undersigned are as follows:

      NAME OF TAXPAYER:  Name

      ADDRESS:  _______________________

                _______________________

      IDENTIFICATION NO. OF TAXPAYER:  _______________

      TAXABLE YEAR:  200___

2.    The property with respect to which the election is made is described as
      follows:

      ______________ shares of the Common Stock of Berkana Wireless Inc., a
      Delaware corporation (the "Company").


3.    The date on which the property was transferred is:  ______________


4.    The property is subject to the following restrictions:

      Repurchase option at cost in favor of the Company upon termination of
      taxpayer's employment or consulting relationship.

5.    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, of such property is: $____________

6.    The amount (if any) paid for such property: $____________

The undersigned has submitted a copy of this statement to the person for whom
the services were performed in connection with the undersigned's receipt of the
above-described property. The transferee of such property is the person
performing the services in connection with the transfer of said property.

The undersigned understands that the foregoing election may not be revoked
except with the consent of the Commissioner.

                                    Dated: ____________           ______
                                                Name

                                    Dated: ____________           ______
                                                Spouse of Name

                               RECEIPT AND CONSENT

      The undersigned hereby acknowledges receipt of a photocopy of Certificate
No. ______ for ________ shares of Common Stock of Berkana Wireless Inc. (the
"Company").


      The undersigned further acknowledges that the Secretary of the Company, or
his or her designee, is acting as escrow holder pursuant to the Early Exercise
Notice and Restricted Stock Purchase Agreement Purchaser has previously entered
into with the Company. As escrow holder, the Secretary of the Company, or his or
her designee, holds the original of the aforementioned certificate issued in the
undersigned's name.

Dated:  _______________

                                      _____________________________________
                                      Name

                                    EXHIBIT B

                              BERKANA WIRELESS INC.

                                 2002 STOCK PLAN

             EXERCISE NOTICE AND RESTRICTED STOCK PURCHASE AGREEMENT

      This Agreement ("Agreement") is made as of____________, 200__ by and
between Berkana Wireless Inc., a Delaware corporation (the "Company"), and Name
("Purchaser"). To the extent any capitalized terms used in this Agreement are
not defined, they shall have the meaning ascribed to them in the 2002 Stock
Plan.

      1. EXERCISE OF OPTION. Subject to the terms and conditions hereof,
Purchaser hereby elects to exercise his or her option to purchase __________
shares of the Common Stock (the "Shares") of the Company under and pursuant to
the Company's 2002 Stock Plan (the "Plan") and the Stock Option Agreement dated
_______________, (the "Option Agreement"). The purchase price for the Shares
shall be $_______________ per Share for a total purchase price of $__________.
The term "Shares" refers to the purchased Shares and all securities received in
replacement of the Shares or as stock dividends or splits, all securities
received in replacement of the Shares in a recapitalization, merger,
reorganization, exchange or the like, and all new, substituted or additional
securities or other properties to which Purchaser is entitled by reason of
Purchaser's ownership of the Shares.

      2. TIME AND PLACE OF EXERCISE. The purchase and sale of the Shares under
this Agreement shall occur at the principal office of the Company simultaneously
with the execution and delivery of this Agreement in accordance with the
provisions of Section 3(b) of the Option Agreement. On such date, the Company
will deliver to Purchaser a certificate representing the Shares to be purchased
by Purchaser (which shall be issued in Purchaser's name) against payment of the
exercise price therefor by Purchaser by (a) check made payable to the Company,
(b) cancellation of indebtedness of the Company to Purchaser, (c) delivery of
shares of the Common Stock of the Company in accordance with Section 4 of the
Option Agreement, or (d) by a combination of the foregoing.

      3. LIMITATIONS ON TRANSFER. In addition to any other limitation on
transfer created by applicable securities laws, Purchaser shall not assign,
encumber or dispose of any interest in the Shares except in compliance with the
provisions below and applicable securities laws.

            (a) RIGHT OF FIRST REFUSAL. Before any Shares held by Purchaser or
any transferee of Purchaser (either being sometimes referred to herein as the
"Holder") may be sold or otherwise transferred (including transfer by gift or
operation of law), the Company or its assignee(s) shall have a right of first
refusal to purchase the Shares on the terms and conditions set forth in this
Section 3(a) (the "Right of First Refusal").

                  (i) NOTICE OF PROPOSED TRANSFER. The Holder of the Shares
shall deliver to the Company a written notice (the "Notice") stating: (i) the
Holder's bona fide intention to sell or otherwise transfer such Shares; (ii) the
name of each proposed purchaser or other transferee ("Proposed Transferee");
(iii) the number of Shares to be transferred to each Proposed Transferee; and
(iv) the terms and conditions of each proposed sale or transfer. The Holder
shall offer the Shares at the same price (the "Offered Price") and upon the same
terms (or terms as similar as reasonably possible) to the Company or its
assignee(s).

                  (ii) EXERCISE OF RIGHT OF FIRST REFUSAL. At any time within
thirty (30) days after receipt of the Notice, the Company and/or its assignee(s)
may, by giving written notice to the Holder, elect to purchase all, but not less
than all, of the Shares proposed to be transferred to any one or more of the
Proposed Transferees, at the purchase price determined in accordance with
subsection (iii) below.

                  (iii) PURCHASE PRICE. The purchase price ("Purchase Price")
for the Shares purchased by the Company or its assignee(s) under this Section
3(a) shall be the Offered Price. If the Offered Price includes consideration
other than cash, the cash equivalent value of the non-cash consideration shall
be determined by the Board of Directors of the Company in good faith.

                  (iv) PAYMENT. Payment of the Purchase Price shall be made, at
the option of the Company or its assignee(s), in cash (by check), by
cancellation of all or a portion of any outstanding indebtedness, or by any
combination thereof within 30 days after receipt of the Notice or in the manner
and at the times set forth in the Notice.

                  (v) HOLDER'S RIGHT TO TRANSFER. If all of the Shares proposed
in the Notice to be transferred to a given Proposed Transferee are not purchased
by the Company and/or its assignee(s) as provided in this Section 3(a), then the
Holder may sell or otherwise transfer such Shares to that Proposed Transferee at
the Offered Price or at a higher price, provided that such sale or other
transfer is consummated within 60 days after the date of the Notice and provided
further that any such sale or other transfer is effected in accordance with any
applicable securities laws and the Proposed Transferee agrees in writing that
the provisions of this Section 3 shall continue to apply to the Shares in the
hands of such Proposed Transferee. If the Shares described in the Notice are not
transferred to the Proposed Transferee within such period, or if the Holder
proposes to change the price or other terms to make them more favorable to the
Proposed Transferee, a new Notice shall be given to the Company, and the Company
and/or its assignees shall again be offered the Right of First Refusal before
any Shares held by the Holder may be sold or otherwise transferred.

                  (vi) EXCEPTION FOR CERTAIN FAMILY TRANSFERS. Anything to the
contrary contained in this Section 3(a) notwithstanding, the transfer of any or
all of the Shares during Purchaser's lifetime or on Purchaser's death by will or
intestacy to Purchaser's Immediate Family or a trust for the benefit of
Purchaser's Immediate Family shall be exempt from the provisions of this Section
3(a). "Immediate Family" as used herein shall mean spouse, lineal descendant or
antecedent, father, mother, brother or sister. In such case, the transferee or
other recipient shall receive and hold the Shares so transferred subject to the
provisions of this Section, and there shall be no further transfer of such
Shares except in accordance with the terms of this Section 3.

            (b) INVOLUNTARY TRANSFER.

                  (i) COMPANY'S RIGHT TO PURCHASE UPON INVOLUNTARY TRANSFER. In
the event, at any time after the date of this Agreement, of any transfer by
operation of law or other involuntary transfer (including death or divorce, but
excluding a transfer to Immediate Family as set forth in Section 3(a)(vi) above)
of all or a portion of the Shares by the record holder thereof, the Company
shall have an option to purchase all of the Shares transferred at the greater of
the purchase price paid by Purchaser pursuant to this Agreement or the fair
market value of the Shares on the date of transfer. Upon such a transfer, the
person acquiring the Shares shall promptly notify the Secretary of the Company
of such transfer. The right to purchase such Shares shall be provided to the
Company for a period of thirty (30) days following receipt by the Company of
written notice by the person acquiring the Shares.

                  (ii) PRICE FOR INVOLUNTARY TRANSFER. With respect to any stock
to be transferred pursuant to Section 3(b)(i), the price per Share shall be a
price set by the Board of

                                      -2-

Directors of the Company that will reflect the current value of the stock in
terms of present earnings and future prospects of the Company. The Company shall
notify Purchaser or his or her executor of the price so determined within thirty
(30) days after receipt by it of written notice of the transfer or proposed
transfer of Shares. However, if the Purchaser does not agree with the valuation
as determined by the Board of Directors of the Company, the Purchaser shall be
entitled to have the valuation determined by an independent appraiser to be
mutually agreed upon by the Company and the Purchaser and whose fees shall be
borne equally by the Company and the Purchaser.

            (c) ASSIGNMENT. The right of the Company to purchase any part of the
Shares may be assigned in whole or in part to any shareholder or shareholders of
the Company or other persons or organizations.

            (e) RESTRICTIONS BINDING ON TRANSFEREES. All transferees of Shares
or any interest therein will receive and hold such Shares or interest subject to
the provisions of this Agreement. Any sale or transfer of the Company's Shares
shall be void unless the provisions of this Agreement are satisfied.

            (f) TERMINATION OF RIGHTS. The right of first refusal granted the
Company by Section 3(a) above and the option to repurchase the Shares in the
event of an involuntary transfer granted the Company by Section 3(b) above shall
terminate upon the first sale of Common Stock of the Company to the general
public pursuant to a registration statement filed with and declared effective by
the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Securities Act"). Upon termination of the right of first refusal
described in Section 3(b) above, a new certificate or certificates representing
the Shares not repurchased shall be issued, on request, without the legend
referred to in Section 6(a)(ii) herein and delivered to Purchaser.

      4. INVESTMENT AND TAXATION REPRESENTATIONS. In connection with the
purchase of the Shares, Purchaser represents to the Company the following:

            (a) Purchaser is aware of the Company's business affairs and
financial condition and has acquired sufficient information about the Company to
reach an informed and knowledgeable decision to acquire the Shares. Purchaser is
purchasing these securities for investment for his or her own account only and
not with a view to, or for resale in connection with, any "distribution" thereof
within the meaning of the Securities Act or under any applicable provision of
state law. Purchaser does not have any present intention to transfer the Shares
to any person or entity.

            (b) Purchaser understands that the Shares have not been registered
under the Securities Act by reason of a specific exemption therefrom, which
exemption depends upon, among other things, the bona fide nature of Purchaser's
investment intent as expressed herein.

            (c) Purchaser further acknowledges and understands that the
securities must be held indefinitely unless they are subsequently registered
under the Securities Act or an exemption from such registration is available.
Purchaser further acknowledges and understands that the Company is under no
obligation to register the securities. Purchaser understands that the
certificate(s) evidencing the securities will be imprinted with a legend which
prohibits the transfer of the securities unless they are registered or such
registration is not required in the opinion of counsel for the Company.

            (d) Purchaser is familiar with the provisions of Rules 144 and 701,
each promulgated under the Securities Act, which, in substance, permit limited
public resale of "restricted securities" acquired, directly or indirectly, from
the issuer of the securities (or from an affiliate of such issuer), in a
non-public offering subject to the satisfaction of certain conditions. Purchaser
understands that the Company provides no assurances as to whether he or she will
be able to resell

                                      -3-

any or all of the Shares pursuant to Rule 144 or Rule 701, which rules require,
among other things, that the Company be subject to the reporting requirements of
the Securities Exchange Act of 1934, as amended, that resales of securities take
place only after the holder of the Shares has held the Shares for certain
specified time periods, and under certain circumstances, that resales of
securities be limited in volume and take place only pursuant to brokered
transactions. Notwithstanding this paragraph (d), Purchaser acknowledges and
agrees to the restrictions set forth in paragraph (e) below.

            (e) Purchaser further understands that in the event all of the
applicable requirements of Rule 144 or 701 are not satisfied, registration under
the Securities Act, compliance with Regulation A, or some other registration
exemption will be required; and that, notwithstanding the fact that Rules 144
and 701 are not exclusive, the Staff of the Securities and Exchange Commission
has expressed its opinion that persons proposing to sell private placement
securities other than in a registered offering and otherwise than pursuant to
Rule 144 or 701 will have a substantial burden of proof in establishing that an
exemption from registration is available for such offers or sales, and that such
persons and their respective brokers who participate in such transactions do so
at their own risk.

            (f) Purchaser understands that Purchaser may suffer adverse tax
consequences as a result of Purchaser's purchase or disposition of the Shares.
Purchaser represents that Purchaser has consulted any tax consultants Purchaser
deems advisable in connection with the purchase or disposition of the Shares and
that Purchaser is not relying on the Company for any tax advice.

      5. RESTRICTIVE LEGENDS AND STOP-TRANSFER ORDERS.

            (a) LEGENDS. The certificate or certificates representing the Shares
shall bear the following legends (as well as any legends required by applicable
state and federal corporate and securities laws):

                  (i)   THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
                        REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
                        (THE "ACT"), OR REGISTERED OR QUALIFIED UNDER THE
                        SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND
                        MAY ONLY BE SOLD, PLEDGED, TRANSFERRED OR OTHERWISE
                        DISPOSED OF BY THE HOLDER IF SUBSEQUENTLY REGISTERED
                        UNDER THE ACT AND REGISTERED OR QUALIFIED UNDER ANY
                        APPLICABLE STATE OR OTHER SECURITIES LAWS, UNLESS THE
                        COMPANY DETERMINES THAT EXEMPTION FROM SUCH REGISTRATION
                        REQUIREMENT IS AVAILABLE.

                  (ii)  THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE
                        SUBJECT TO THE TERMS OF A STOCK PURCHASE AGREEMENT (THE
                        "AGREEMENT") BETWEEN THE COMPANY AND THE HOLDER OF SUCH
                        SECURITIES. PURSUANT TO THE TERMS OF SUCH AGREEMENT, THE
                        COMPANY HAS A RIGHT OF FIRST REFUSAL WITH RESPECT TO
                        TRANSFER OF SUCH SECURITIES AND HAS A RIGHT TO
                        REPURCHASE THE SECURITIES UNDER CERTAIN CIRCUMSTANCES. A
                        COPY OF THE AGREEMENT CAN BE OBTAINED UPON REQUEST BY
                        THE HOLDER OF THIS CERTIFICATE FROM THE SECRETARY OF THE
                        COMPANY.


                                      -4-

            (b) STOP-TRANSFER NOTICES. Purchaser agrees that, in order to ensure
compliance with the restrictions referred to herein, the Company may issue
appropriate "stop transfer" instructions to its transfer agent, if any, and
that, if the Company transfers its own securities, it may make appropriate
notations to the same effect in its own records.

            (c) REFUSAL TO TRANSFER. The Company shall not be required (i) to
transfer on its books any Shares that have been sold or otherwise transferred in
violation of any of the provisions of this Agreement or (ii) to treat as owner
of such Shares or to accord the right to vote or pay dividends to any purchaser
or other transferee to whom such Shares shall have been so transferred.

      6. NO EMPLOYMENT RIGHTS. Nothing in this Agreement shall affect in any
manner whatsoever the right or power of the Company, or a parent or subsidiary
of the Company, to terminate Purchaser's employment or consulting relationship,
for any reason, with or without cause.

      7. LOCK-UP AGREEMENT. In connection with the initial public offering of
the Company's securities and upon request of the Company or the underwriters
managing any underwritten offering of the Company's securities, Purchaser agrees
not to sell, make any short sale of, loan, grant any option for the purchase of,
or otherwise dispose of any securities of the Company however or whenever
acquired (other than those included in the registration) without the prior
written consent of the Company or such underwriters, as the case may be, for
such period of time (not to exceed 180 days) from the effective date of such
registration as may be requested by the Company or such managing underwriters
and to execute an agreement reflecting the foregoing as may be requested by the
underwriters at the time of the public offering.

      8. MISCELLANEOUS.

            (a) GOVERNING LAW. This Agreement and all acts and transactions
pursuant hereto and the rights and obligations of the parties hereto shall be
governed, construed and interpreted in accordance with the laws of the State of
California, without giving effect to principles of conflicts of law.

            (b) ENTIRE AGREEMENT; ENFORCEMENT OF RIGHTS. This Agreement sets
forth the entire agreement and understanding of the parties relating to the
subject matter herein and merges all prior discussions between them. No
modification of or amendment to this Agreement, nor any waiver of any rights
under this Agreement, shall be effective unless in writing signed by the parties
to this Agreement. The failure by either party to enforce any rights under this
Agreement shall not be construed as a waiver of any rights of such party.

            (c) SEVERABILITY. If one or more provisions of this Agreement are
held to be unenforceable under applicable law, the parties agree to renegotiate
such provision in good faith. In the event that the parties cannot reach a
mutually agreeable and enforceable replacement for such provision, then (i) such
provision shall be excluded from this Agreement, (ii) the balance of the
Agreement shall be interpreted as if such provision were so excluded and (iii)
the balance of the Agreement shall be enforceable in accordance with its terms.

            (d) CONSTRUCTION. This Agreement is the result of negotiations
between and has been reviewed by each of the parties hereto and their respective
counsel, if any; accordingly, this Agreement shall be deemed to be the product
of all of the parties hereto, and no ambiguity shall be construed in favor of or
against any one of the parties hereto.

                                      -5-

            (e) NOTICES. Any notice required or permitted by this Agreement
shall be in writing and shall be deemed sufficient when delivered personally or
sent by telegram or fax or forty-eight (48) hours after being deposited in the
U.S. mail, as certified or registered mail, with postage prepaid, and addressed
to the party to be notified at such party's address as set forth below or as
subsequently modified by written notice.

            (f) COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute one instrument.

            (g) SUCCESSORS AND ASSIGNS. The rights and benefits of this
Agreement shall inure to the benefit of, and be enforceable by the Company's
successors and assigns. The rights and obligations of Purchaser under this
Agreement may only be assigned with the prior written consent of the Company.

            (h) California Corporate Securities Law. THE SALE OF THE SECURITIES
WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE
COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF THE
SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR
PRIOR TO THE QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT
FROM QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA
CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY
CONDITIONED UPON THE QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.


                            [Signature Page Follows]



                                      -6-

      The parties have executed this Exercise Notice and Restricted Stock
Purchase Agreement as of the date first set forth above.

                                    COMPANY:

                                    BERKANA WIRELESS INC.


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


                                    PURCHASER:



                                    ---------------------------------------
                                    Name


                                    Address:

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

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


I, ______________________, spouse of Name, have read and hereby approve the
foregoing Agreement. In consideration of the Company's granting my spouse the
right to purchase the Shares as set forth in the Agreement, I hereby agree to be
irrevocably bound by the Agreement and further agree that any community property
or other such interest shall hereby by similarly bound by the Agreement. I
hereby appoint my spouse as my attorney-in-fact with respect to any amendment or
exercise of any rights under the Agreement.



                                          ------------------------------
                                          Spouse of Name



                                      -7-

                                     RECEIPT

      The undersigned hereby acknowledges receipt of Certificate No. _____ for
__________ shares of Common Stock of Berkana Wireless Inc.


Dated:  _______________

                                    _______________________________________
                                       Name

                               RECEIPT AND CONSENT

      The undersigned hereby acknowledges receipt of a photocopy Certificate No.
_____ purchaser for __________ shares of Common Stock of Berkana Wireless Inc.
(the "Company").


      The undersigned further acknowledges that the Secretary of the Company, or
his or her designee, holds the original of the aforementioned certificate issued
in the undersigned's name.

Dated:  _______________


                                    _______________________________________
                                    Name

                                     RECEIPT

      Berkana Wireless Inc. (the "Company") hereby acknowledges receipt of
(check as applicable):

      _____   A check in the amount of $__________

      _____   The cancellation of indebtedness in the amount of $__________

      _____   Certificate No. ____ representing ______ shares of the Company's
              Common Stock with a fair market value of $__________

given by Name as consideration for Certificate No. ______ for ___________ shares
of Common Stock of the Company.



Dated:  ______________

                                    BERKANA WIRELESS INC.


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


                                    Name:
                                          ---------------------------------
                                          (print)

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

EX-99.5

                                                                    EXHIBIT 99.5

                            2002 EXECUTIVE STOCK PLAN
                                       OF
                              BERKANA WIRELESS INC.

         1. PURPOSES OF THE PLAN. The purposes of this 2002 Executive Stock Plan
are to attract and retain the best available personnel for positions of
substantial responsibility, to provide additional incentive to Employees and
Consultants and to promote the success of the Company's business. Options
granted under the Plan may be Incentive Stock Options or Nonstatutory Stock
Options, as determined by the Administrator at the time of grant of an option
and subject to the applicable provisions of Section 422 of the Code and the
regulations promulgated thereunder. Stock purchase rights may also be granted
under the Plan.

         2. DEFINITIONS. As used herein, the following definitions shall apply:

                  (a) "ADMINISTRATOR" means the Board or its Committee appointed
pursuant to Section 4 of the Plan.

                  (b) "AFFILIATE" means an entity other than a Subsidiary (as
defined below) which, together with the Company, is under common control of a
third person or entity.

                  (c) "APPLICABLE LAWS" means the legal requirements relating to
the administration of stock option and restricted stock purchase plans under
applicable U.S. state corporate laws, U.S. federal and applicable state
securities laws, the Code, any Stock Exchange rules or regulations and the
applicable laws of any other country or jurisdiction where Options or Stock
Purchase Rights are granted under the Plan, as such laws, rules, regulations and
requirements shall be in place from time to time.

                  (d) "BOARD" means the Board of Directors of the Company.

                  (e) "CHANGE OF CONTROL" means a sale of all or substantially
all of the Company's assets, or any merger or consolidation of the Company with
or into another corporation other than a merger or consolidation in which the
holders of more than 50% of the shares of capital stock of the Company
outstanding immediately prior to such transaction continue to hold (either by
the voting securities remaining outstanding or by their being converted into
voting securities of the surviving entity) more than 50% of the total voting
power represented by the voting securities of the Company, or such surviving
entity, outstanding immediately after such transaction.

                  (f) "CODE" means the Internal Revenue Code of 1986, as
amended.

                  (g) "COMMITTEE" means one or more committees or subcommittees
of the Board appointed by the Board to administer the Plan in accordance with
Section 4 below.

                  (h) "COMMON STOCK" means the Common Stock of the Company.




                  (i) "COMPANY" means Berkana Wireless Inc., a Delaware
corporation.

                  (j) "CONSULTANT" means any person, including an advisor, who
is engaged by the Company or any Parent, Subsidiary or Affiliate to render
services and is compensated for such services, and any director of the Company
whether compensated for such services or not.

                  (k) "CONTINUOUS SERVICE STATUS" means the absence of any
interruption or termination of service as an Employee or Consultant. Continuous
Service Status as an Employee or Consultant shall not be considered interrupted
in the case of: (i) sick leave; (ii) military leave; (iii) any other leave of
absence approved by the Administrator, provided that such leave is for a period
of not more than ninety (90) days, unless reemployment upon the expiration of
such leave is guaranteed by contract or statute, or unless provided otherwise
pursuant to Company policy adopted from time to time; or (iv) in the case of
transfers between locations of the Company or between the Company, its Parents,
Subsidiaries, Affiliates or their respective successors. A change in status from
an Employee to a Consultant or from a Consultant to an Employee will not
constitute an interruption of Continuous Service Status.

                  (l) "CORPORATE TRANSACTION" means a sale of all or
substantially all of the Company's assets, or a merger, consolidation or other
capital reorganization of the Company with or into another corporation and
includes a Change of Control.

                  (m) "DIRECTOR" means a member of the Board.

                  (n) "EMPLOYEE" means any person employed by the Company or any
Parent, Subsidiary or Affiliate, with the status of employment determined based
upon such factors as are deemed appropriate by the Administrator in its
discretion, subject to any requirements of the Code or the Applicable Laws. The
payment by the Company of a director's fee to a Director shall not be sufficient
to constitute "employment" of such Director by the Company.

                  (o) "EXCHANGE ACT" means the Securities Exchange Act of 1934,
as amended.

                  (p) "FAIR MARKET VALUE" means, as of any date, the fair market
value of Common Stock as determined by the Administrator in good faith on such
basis as it deems appropriate and applied consistently with respect to
Participants. Whenever possible, the determination of Fair Market Value shall be
based upon the closing price for the Shares as reported in the Wall Street
Journal for the applicable date.

                  (q) "INCENTIVE STOCK OPTION" means an Option intended to
qualify as an incentive stock option within the meaning of Section 422 of the
Code, as designated in the applicable Option Agreement.

                  (r) "LISTED SECURITY" means any security of the Company that
is listed or approved for listing on a national securities exchange or
designated or approved for designation as a national market system security on
an interdealer quotation system by the National Association of Securities
Dealers, Inc.

                                      -2-



                  (s) "NAMED EXECUTIVE" means any individual who, on the last
day of the Company's fiscal year, is the chief executive officer of the Company
(or is acting in such capacity) or among the four most highly compensated
officers of the Company (other than the chief executive officer). Such officer
status shall be determined pursuant to the executive compensation disclosure
rules under the Exchange Act.

                  (t) "NONSTATUTORY STOCK OPTION" means an Option not intended
to qualify as an Incentive Stock Option, as designated in the applicable Option
Agreement.

                  (u) "OPTION" means a stock option granted pursuant to the
Plan.

                  (v) "OPTION AGREEMENT" means a written document, the form(s)
of which shall be approved from time to time by the Administrator, reflecting
the terms of an Option granted under the Plan and includes any documents
attached to or incorporated into such Option Agreement, including, but not
limited to, a notice of stock option grant and a form of exercise notice.

                  (w) "OPTION EXCHANGE PROGRAM" means a program approved by the
Administrator whereby outstanding Options are exchanged for Options with a lower
exercise price or are amended to decrease the exercise price as a result of a
decline in the Fair Market Value of the Common Stock.

                  (x) "OPTIONED STOCK" means the Common Stock subject to an
Option.

                  (y) "OPTIONEE" means an Employee or Consultant who receives an
Option.

                  (z) "PARENT" means a "parent corporation," whether now or
hereafter existing, as defined in Section 424(e) of the Code, or any successor
provision.

                  (aa) "PARTICIPANT" means any holder of one or more Options or
Stock Purchase Rights, or the Shares issuable or issued upon exercise of such
awards, under the Plan.

                  (bb) "PLAN" means this 2002 Executive Stock Plan.

                  (cc) "REPORTING PERSON" means an officer, Director, or greater
than ten percent stockholder of the Company within the meaning of Rule 16a-2
under the Exchange Act, who is required to file reports pursuant to Rule 16a-3
under the Exchange Act.

                  (dd) "RESTRICTED STOCK" means Shares of Common Stock acquired
pursuant to a grant of a Stock Purchase Right under Section 11 below.

                  (ee) "RESTRICTED STOCK PURCHASE AGREEMENT" means a written
document, the form(s) of which shall be approved from time to time by the
Administrator, reflecting the terms of a Stock Purchase Right granted under the
Plan and includes any documents attached to such agreement.

                  (ff) "RULE 16b-3" means Rule 16b-3 promulgated under the
Exchange Act, as amended from time to time, or any successor provision.

                                      -3-



                  (gg) "SHARE" means a share of the Common Stock, as adjusted in
accordance with Section 14 of the Plan.

                  (hh) "STOCK EXCHANGE" means any stock exchange or consolidated
stock price reporting system on which prices for the Common Stock are quoted at
any given time.

                  (ii) "STOCK PURCHASE RIGHT" means the right to purchase Common
Stock pursuant to Section 11 below.

                  (jj) "SUBSIDIARY" means a "subsidiary corporation," whether
now or hereafter existing, as defined in Section 424(f) of the Code, or any
successor provision.

                  (kk) "TEN PERCENT HOLDER" means a person who owns stock
representing more than ten percent (10%) of the voting power of all classes of
stock of the Company or any Parent or Subsidiary.

         3. STOCK SUBJECT TO THE PLAN. The aggregate number of Shares available
for issuance as Grants under the Plan shall not exceed 3,481,428 Shares on a
fully diluted basis, subject to adjustment pursuant to Section 14. The Shares
may be authorized but unissued or reacquired Common Stock. If Options are
forfeited or terminate for any other reason before being exercised, then such
Options shall again become available for Grants under the Plan. In addition, any
Shares of Common Stock which are retained by the Company upon exercise of an
award in order to satisfy the exercise or purchase price for such award or any
withholding taxes due with respect to such exercise or purchase shall be treated
as not issued and shall continue to be available under the Plan. In the event
Shares issued under the Plan are reacquired by the Company pursuant to any
forfeiture provision, right of repurchase or right of first refusal, such Shares
shall again become available for Grants under the Plan; provided that the
aggregate number of Shares that may be issued upon the exercise of Incentive
Stock Options shall in no event exceed 3,481,428 subject to adjustment pursuant
to Section 14.

         4. ADMINISTRATION OF THE PLAN.

                  (a) GENERAL. The Plan shall be administered by the Board or a
Committee, or a combination thereof, as determined by the Board. The Plan may be
administered by different administrative bodies with respect to different
classes of Participants and, if permitted by the Applicable Laws, the Board may
authorize one or more officers to make awards under the Plan.

                  (b) COMMITTEE COMPOSITION. If a Committee has been appointed
pursuant to this Section 4, such Committee shall continue to serve in its
designated capacity until otherwise directed by the Board. From time to time the
Board may increase the size of any Committee and appoint additional members
thereof, remove members (with or without cause) and appoint new members in
substitution therefor, fill vacancies (however caused) and remove all members of
a Committee and thereafter directly administer the Plan, all to the extent
permitted by the Applicable Laws and, in the case of a Committee administering
the Plan in accordance with the requirements of Rule 16b-3 or Section 162(m) of
the Code, to the extent permitted or required by such provisions.

                                      -4-



                  (c) POWERS OF THE ADMINISTRATOR. Subject to the provisions of
the Plan and in the case of a Committee, the specific duties delegated by the
Board to such Committee, the Administrator shall have the authority, in its
discretion:

                           (i) to determine the Fair Market Value of the Common
Stock, in accordance with Section 2(p) of the Plan, provided that such
determination shall be applied consistently with respect to Participants under
the Plan;

                           (ii) to select the Employees and Consultants to whom
Options and Stock Purchase Rights may from time to time be granted;

                           (iii) to determine whether and to what extent Options
and Stock Purchase Rights are granted;

                           (iv) to determine the number of Shares of Common
Stock to be covered by each award granted;

                           (v) to approve the form(s) of agreement(s) used under
the Plan;

                           (vi) to determine the terms and conditions, not
inconsistent with the terms of the Plan, of any award granted hereunder, which
terms and conditions include but are not limited to the exercise or purchase
price, the time or times when awards may be exercised (which may be based on
performance criteria), any vesting acceleration or waiver of forfeiture
restrictions, and any restriction or limitation regarding any Option, Optioned
Stock, Stock Purchase Right or Restricted Stock, based in each case on such
factors as the Administrator, in its sole discretion, shall determine;

                           (vii) to determine whether and under what
circumstances an Option may be settled in cash under Section 10(c) instead of
Common Stock;

                           (viii) to implement an Option Exchange Program on
such terms and conditions as the Administrator in its discretion deems
appropriate, provided that no amendment or adjustment to an Option that would
materially and adversely affect the rights of any Optionee shall be made without
the prior written consent of the Optionee;

                           (ix) to adjust the vesting of an Option held by an
Employee or Consultant as a result of a change in the terms or conditions under
which such person is providing services to the Company;

                           (x) to construe and interpret the terms of the Plan
and awards granted under the Plan, which constructions, interpretations and
decisions shall be final and binding on all Participants; and

                           (xi) in order to fulfill the purposes of the Plan and
without amending the Plan, to modify grants of Options or Stock Purchase Rights
to Participants who are foreign nationals or employed outside of the United
States in order to recognize differences in local law, tax policies or customs.

                                      -5-



         5. ELIGIBILITY.

                  (a) RECIPIENTS OF GRANTS. Nonstatutory Stock Options and Stock
Purchase Rights may be granted to Employees and Consultants. Incentive Stock
Options may be granted only to Employees, provided that Employees of Affiliates
shall not be eligible to receive Incentive Stock Options.

                  (b) TYPE OF OPTION. Each Option shall be designated in the
Option Agreement as either an Incentive Stock Option or a Nonstatutory Stock
Option.

                  (c) ISO $100,000 LIMITATION. Notwithstanding any designation
under Section 5(b), to the extent that the aggregate Fair Market Value of Shares
with respect to which Options designated as Incentive Stock Options are
exercisable for the first time by any Optionee during any calendar year (under
all plans of the Company or any Parent or Subsidiary) exceeds $100,000, such
excess Options shall be treated as Nonstatutory Stock Options. For purposes of
this Section 5(c), Incentive Stock Options shall be taken into account in the
order in which they were granted, and the Fair Market Value of the Shares
subject to an Incentive Stock Option shall be determined as of the date of the
grant of such Option.

                  (d) NO EMPLOYMENT RIGHTS. The Plan shall not confer upon any
Participant any right with respect to continuation of an employment or
consulting relationship with the Company, nor shall it interfere in any way with
such Participant's right or the Company's right to terminate his or her
employment or consulting relationship at any time, with or without cause.

         6. TERM OF PLAN. The Plan shall become effective upon its adoption by
the Board of Directors. It shall continue in effect for a term of ten (10) years
unless sooner terminated under Section 16 of the Plan.

         7. TERM OF OPTION. The term of each Option shall be the term stated in
the Option Agreement; provided that the term shall be no more than ten years
from the date of grant thereof or such shorter term as may be provided in the
Option Agreement and provided further that, in the case of an Incentive Stock
Option granted to a person who at the time of such grant is a Ten Percent
Holder, the term of the Option shall be five years from the date of grant
thereof or such shorter term as may be provided in the Option Agreement.

         8. [RESERVED.]

         9. OPTION EXERCISE PRICE AND CONSIDERATION.

                  (a) EXERCISE PRICE. The per Share exercise price for the
Shares to be issued pursuant to exercise of an Option shall be such price as is
determined by the Administrator and set forth in the Option Agreement, but shall
be subject to the following:

                           (i) In the case of an Incentive Stock Option

                                    (A) granted to an Employee who at the time
of grant is a Ten Percent Holder, the per Share exercise price shall be no less
than 110% of the Fair Market Value per Share on the date of grant; or

                                      -6-



                                    (B) granted to any other Employee, the per
Share exercise price shall be no less than 100% of the Fair Market Value per
Share on the date of grant.

                           (ii) In the case of a Nonstatutory Stock Option

                                    (A) granted prior to the date, if any, on
which the Common Stock becomes a Listed Security to a person who is at the time
of grant is a Ten Percent Holder, the per Share exercise price shall be no less
than 110% of the Fair Market Value per Share on the date of grant if required by
the Applicable Laws and, if not so required, shall be such price as is
determined by the Administrator;

                                    (B) granted prior to the date, if any, on
which the Common Stock becomes a Listed Security to any other eligible person,
the per Share exercise price shall be no less than 85% of the Fair Market Value
per Share on the date of grant if required by the Applicable Laws and, if not so
required, shall be such price as is determined by the Administrator; or

                                    (C) granted on or after the date, if any, on
which the Common Stock becomes a Listed Security to any eligible person, the per
share Exercise Price shall be such price as determined by the Administrator
provided that if such eligible person is, at the time of the grant of such
Option, a Named Executive of the Company, the per share Exercise Price shall be
no less than 100% of the Fair Market Value on the date of grant if such Option
is intended to qualify as performance-based compensation under Section 162(m) of
the Code.

                           (iii) Notwithstanding the foregoing, Options may be
granted with a per Share exercise price other than as required above pursuant to
a merger or other corporate transaction.

                  (b) PERMISSIBLE CONSIDERATION. The consideration to be paid
for the Shares to be issued upon exercise of an Option, including the method of
payment, shall be determined by the Administrator (and, in the case of an
Incentive Stock Option, shall be determined at the time of grant) and may
consist entirely of (1) cash; (2) check; (3) delivery of Optionee's promissory
note with such recourse, interest, security and redemption provisions as the
Administrator determines to be appropriate (subject to the provisions of Section
153 of the Delaware General Corporation Law); (4) cancellation of indebtedness;
(5) other Shares that have a Fair Market Value on the date of surrender equal to
the aggregate exercise price of the Shares as to which the Option is exercised,
provided that in the case of Shares acquired, directly or indirectly, from the
Company, such Shares must have been owned by the Optionee for more than six
months on the date of surrender (or such other period as may be required to
avoid the Company's incurring an adverse accounting charge); (6) delivery of a
properly executed exercise notice together with such other documentation as the
Administrator and a securities broker approved by the Company shall require to
effect exercise of the Option and prompt delivery to the Company of the sale or
loan proceeds required to pay the exercise price and any applicable withholding
taxes; or (7) any combination of the foregoing methods of payment. In making its
determination as to the type of consideration to accept, the Administrator shall
consider if acceptance of such consideration may be reasonably expected to
benefit the Company and the

                                       -7-



Administrator may, in its sole discretion, refuse to accept a particular form of
consideration at the time of any Option exercise.

         10. EXERCISE OF OPTION.

                  (a) GENERAL.

                           (i) EXERCISABILITY. Any Option granted hereunder
shall be exercisable at such times and under such conditions as determined by
the Administrator, consistent with the term of the Plan and reflected in the
Option Agreement, including vesting requirements and/or performance criteria
with respect to the Company and/or the Optionee; provided however that, if
required by the Applicable Laws, any Option granted prior to the date, if any,
upon which the Common Stock becomes a Listed Security shall become exercisable
at the rate of at least 20% per year over five years from the date the Option is
granted. In the event that any of the Shares issued upon exercise of an Option
(which exercise occurs prior to the date, if any, upon which the Common Stock
becomes a Listed Security) should be subject to a right of repurchase in the
Company's favor, such repurchase right shall, if required by the Applicable
Laws, lapse at the rate of at least 20% per year over five years from the date
the Option is granted. Notwithstanding the above, in the case of an Option
granted to an officer, Director or Consultant of the Company or any Parent,
Subsidiary or Affiliate of the Company, the Option may become fully exercisable,
or a repurchase right, if any, in favor of the Company shall lapse, at any time
or during any period established by the Administrator. The Administrator shall
have the discretion to determine whether and to what extent the vesting of
Options shall be tolled during any unpaid leave of absence; provided, however,
that in the absence of such determination, vesting of Options shall be tolled
during any such leave.

                           (ii) MINIMUM EXERCISE REQUIREMENTS. An Option may not
be exercised for a fraction of a Share. The Administrator may require that an
Option be exercised as to a minimum number of Shares, provided that such
requirement shall not prevent an Optionee from exercising the full number of
Shares as to which the Option is then exercisable.

                           (iii) PROCEDURES FOR AND RESULTS OF EXERCISE. An
Option shall be deemed exercised when written notice of such exercise has been
given to the Company in accordance with the terms of the Option by the person
entitled to exercise the Option and the Company has received full payment for
the Shares with respect to which the Option is exercised. Full payment may, as
authorized by the Administrator, consist of any consideration and method of
payment allowable under Section 9(b) of the Plan, provided that the
Administrator may, in its sole discretion, refuse to accept any form of
consideration at the time of any Option exercise.

         Exercise of an Option in any manner shall result in a decrease in the
number of Shares that thereafter may be available, both for purposes of the Plan
and for sale under the Option, by the number of Shares as to which the Option is
exercised.

                           (iv) RIGHTS AS STOCKHOLDER. Until the issuance of the
Shares (as evidenced by the appropriate entry on the books of the Company or of
a duly authorized transfer agent of the Company), no right to vote or receive
dividends or any other rights as a stockholder shall exist with respect to the
Optioned Stock, notwithstanding the exercise of the Option. No

                                      -8-



adjustment will be made for a dividend or other right for which the record date
is prior to the date the stock certificate is issued, except as provided in
Section 14 of the Plan.

                  (b) TERMINATION OF EMPLOYMENT OR CONSULTING RELATIONSHIP.
Except as otherwise set forth in this Section 10(b), the Administrator shall
establish and set forth in the applicable Option Agreement the terms and
conditions upon which an Option shall remain exercisable, if at all, following
termination of an Optionee's Continuous Service Status, which provisions may be
waived or modified by the Administrator at any time. To the extent that the
Optionee is not entitled to exercise an Option at the date of his or her
termination of Continuous Service Status, or if the Optionee (or other person
entitled to exercise the Option) does not exercise the Option to the extent so
entitled within the time specified in the Option Agreement or below (as
applicable), the Option shall terminate and the Optioned Stock underlying the
unexercised portion of the Option shall revert to the Plan. In no event may any
Option be exercised after the expiration of the Option term as set forth in the
Option Agreement (and subject to Section 7).

                  The following provisions (1) shall apply to the extent an
Option Agreement does not specify the terms and conditions upon which an Option
shall terminate upon termination of an Optionee's Continuous Service Status, and
(2) establish the minimum post-termination exercise periods that may be set
forth in an Option Agreement:

                           (i) TERMINATION OTHER THAN UPON DISABILITY OR DEATH
OR FOR CAUSE (AS DEFINED IN SUBPARAGRAPH (iv) BELOW). In the event of
termination of an Optionee's Continuous Service Status, such Optionee may
exercise an Option for three months following such termination to the extent the
Optionee was entitled to exercise it at the date of such termination. No
termination shall be deemed to occur and this Section 10(b)(i) shall not apply
if (i) the Optionee is a Consultant who becomes an Employee, or (ii) the
Optionee is an Employee who becomes a Consultant.

                           (ii) DISABILITY OF OPTIONEE. In the event of
termination of an Optionee's Continuous Service Status as a result of his or her
disability (including a disability within the meaning of Section 22(e)(3) of the
Code), such Optionee may exercise an Option at any time within six months
following such termination to the extent the Optionee was entitled to exercise
it at the date of such termination.

                           (iii) DEATH OF OPTIONEE. In the event of the death of
an Optionee during the period of Continuous Service Status since the date of
grant of the Option, or within thirty days following termination of Optionee's
Continuous Service Status, the Option may be exercised by Optionee's estate or
by a person who acquired the right to exercise the Option by bequest or
inheritance at any time within twelve months following the date of death, but
only to the extent of the right to exercise that had accrued at the date of
death or, if earlier, the date the Optionee's Continuous Service Status
terminated.

                           (iv) TERMINATION FOR CAUSE. In the event of
termination of an Optionee's Continuous Service Status for Cause (as defined
below), any Option (including any exercisable portion thereof) held by such
Optionee shall immediately terminate in its entirety upon first notification to
the Optionee of termination of the Optionee's Continuous Service

                                       -9-



Status. For purposes of this Agreement, "Cause" for termination of a
Participant's Continuous Service Status will exist if the Participant is
terminated for any of the following reasons: (i) Participant's willful failure
substantially to perform his or her duties and responsibilities to the Company
or deliberate violation of a Company policy; (ii) Participant's commission of
any act of fraud, embezzlement, dishonesty or any other willful misconduct that
has caused or is reasonably expected to result in material injury to the
Company; (iii) unauthorized use or disclosure by Participant of any proprietary
information or trade secrets of the Company or any other party to whom the
Participant owes an obligation of nondisclosure as a result of his or her
relationship with the Company; or (iv) Participant's willful breach of any of
his or her obligations under any written agreement or covenant with the Company.
The determination as to whether a Participant is being terminated for Cause
shall be made in good faith by the Company and shall be final and binding on the
Participant. The foregoing definition does not in any way limit the Company's
ability to terminate a Participant's employment or consulting relationship at
any time as provided in Section 5(d) of this Agreement , and the term "Company"
will be interpreted to include any Subsidiary, Parent, Affiliate or successor
thereto, if appropriate.

                  If an Optionee's employment or consulting relationship with
the Company is suspended pending an investigation of whether the Optionee shall
be terminated for Cause, all the Optionee's rights under any Option likewise
shall be suspended during the investigation period and the Optionee shall have
no right to exercise any Option. This Section 10(b)(iv) shall apply with equal
effect to vested Shares acquired upon exercise of an Option granted prior to the
date, if any, upon which the Common Stock becomes a Listed Security to a person
other than an officer, Director or Consultant, in that the Company shall have
the right to repurchase such Shares from the Participant upon the following
terms: (A) the repurchase is made within 90 days of termination of the
Participant's Continuous Service Status for Cause at the Fair Market Value of
the Shares as of the date of termination, (B) consideration for the repurchase
consists of cash or cancellation of purchase money indebtedness, and (C) the
repurchase right terminates upon the effective date of the Company's initial
public offering of its Common Stock. With respect to vested Shares issued upon
exercise of an Option granted to any officer, Director or Consultant, the
Company's right to repurchase such Shares upon termination of the Participant's
Continuous Service Status for Cause shall be made at the Participant's original
cost for the Shares and shall be effected pursuant to such terms and conditions,
and at such time, as the Administrator shall determine. Nothing in this Section
10(b)(iv) shall in any way limit the Company's right to purchase unvested Shares
issued upon exercise of an Option as set forth in the applicable Option
Agreement.

                  (c) BUYOUT PROVISIONS. The Administrator may at any time offer
to buy out for a payment in cash or Shares an Option previously granted under
the Plan based on such terms and conditions as the Administrator shall establish
and communicate to the Optionee at the time that such offer is made.

         11. STOCK PURCHASE RIGHTS.

                  (a) RIGHTS TO PURCHASE. When the Administrator determines that
it will offer Stock Purchase Rights under the Plan, it shall advise the offeree
in writing of the terms, conditions and restrictions related to the offer,
including the number of Shares that such person shall be entitled to purchase,
the price to be paid, and the time within which such person must

                                      -10-



accept such offer. In the case of a Stock Purchase Right granted prior to the
date, if any, on which the Common Stock becomes a Listed Security and if
required by the Applicable Laws at that time, the purchase price of Shares
subject to such Stock Purchase Rights shall not be less than 85% of the Fair
Market Value of the Shares as of the date of the offer, or, in the case of a Ten
Percent Holder, the price shall not be less than 100% of the Fair Market Value
of the Shares as of the date of the offer. If the Applicable Laws do not impose
the requirements set forth in the preceding sentence and with respect to any
Stock Purchase Rights granted after the date, if any, on which the Common Stock
becomes a Listed Security, the purchase price of Shares subject to Stock
Purchase Rights shall be as determined by the Administrator. The offer to
purchase Shares subject to Stock Purchase Rights shall be accepted by execution
of a Restricted Stock Purchase Agreement in the form determined by the
Administrator.

                  (b) REPURCHASE OPTION. Unless the Administrator determines
otherwise, the Restricted Stock Purchase Agreement shall grant the Company a
repurchase option exercisable upon the voluntary or involuntary termination of
the purchaser's employment with the Company for any reason (including death or
disability). The purchase price for Shares repurchased pursuant to the
Restricted Stock Purchase Agreement shall be the original purchase price paid by
the purchaser and may be paid by cancellation of any indebtedness of the
purchaser to the Company. The repurchase option shall lapse at such rate as the
Administrator may determine, provided that with respect to a Stock Purchase
Right granted prior to the date, if any, on which the Common Stock becomes a
Listed Security to a purchaser who is not an officer, Director or Consultant of
the Company or of any Parent or Subsidiary of the Company, it shall lapse at a
minimum rate of 20% per year if required by the Applicable Laws.

                  (c) OTHER PROVISIONS. The Restricted Stock Purchase Agreement
shall contain such other terms, provisions and conditions not inconsistent with
the Plan as may be determined by the Administrator in its sole discretion. In
addition, the provisions of Restricted Stock Purchase Agreements need not be the
same with respect to each purchaser.

                  (d) RIGHTS AS A STOCKHOLDER. Once the Stock Purchase Right is
exercised, the purchaser shall have the rights equivalent to those of a
stockholder, and shall be a stockholder when his or her purchase is entered upon
the records of the duly authorized transfer agent of the Company. No adjustment
will be made for a dividend or other right for which the record date is prior to
the date the Stock Purchase Right is exercised, except as provided in Section 14
of the Plan.

         12. TAXES.

                  (a) As a condition of the exercise of an Option or Stock
Purchase Right granted under the Plan, the Participant (or in the case of the
Participant's death, the person exercising the Option or Stock Purchase Right)
shall make such arrangements as the Administrator may require for the
satisfaction of any applicable federal, state, local or foreign withholding tax
obligations that may arise in connection with the exercise of the Option or
Stock Purchase Right and the issuance of Shares. The Company shall not be
required to issue any Shares under the Plan until such obligations are
satisfied. If the Administrator allows the withholding or surrender of Shares to
satisfy a Participant's tax withholding obligations under this Section 12
(whether pursuant to Section 12(c), (d) or (e), or otherwise), the Administrator

                                      -11-



shall not allow Shares to be withheld in an amount that exceeds the minimum
statutory withholding rates for federal and state tax purposes, including
payroll taxes.

                  (b) In the case of an Employee and in the absence of any other
arrangement, the Employee shall be deemed to have directed the Company to
withhold or collect from his or her compensation an amount sufficient to satisfy
such tax obligations from the next payroll payment otherwise payable after the
date of an exercise of the Option or Stock Purchase Right.

                  (c) This Section 12(c) shall apply only after the date, if
any, upon which the Common Stock becomes a Listed Security. In the case of
Participant other than an Employee (or in the case of an Employee where the next
payroll payment is not sufficient to satisfy such tax obligations, with respect
to any remaining tax obligations), in the absence of any other arrangement and
to the extent permitted under the Applicable Laws, the Participant shall be
deemed to have elected to have the Company withhold from the Shares to be issued
upon exercise of the Option or Stock Purchase Right that number of Shares having
a Fair Market Value determined as of the applicable Tax Date (as defined below)
equal to the amount required to be withheld. For purposes of this Section 12,
the Fair Market Value of the Shares to be withheld shall be determined on the
date that the amount of tax to be withheld is to be determined under the
Applicable Laws (the "Tax Date").

                  (d) If permitted by the Administrator, in its discretion, a
Participant may satisfy his or her tax withholding obligations upon exercise of
an Option or Stock Purchase Right by surrendering to the Company Shares that
have a Fair Market Value determined as of the applicable Tax Date equal to the
amount required to be withheld. In the case of shares previously acquired from
the Company that are surrendered under this Section 12(d), such Shares must have
been owned by the Participant for more than six (6) months on the date of
surrender (or such other period of time as is required for the Company to avoid
adverse accounting charges).

                  (e) Any election or deemed election by a Participant to have
Shares withheld to satisfy tax withholding obligations under Section 12(c) or
(d) above shall be irrevocable as to the particular Shares as to which the
election is made and shall be subject to the consent or disapproval of the
Administrator. Any election by a Participant under Section 12(d) above must be
made on or prior to the applicable Tax Date.

                  (f) In the event an election to have Shares withheld is made
by a Participant and the Tax Date is deferred under Section 83 of the Code
because no election is filed under Section 83(b) of the Code, the Participant
shall receive the full number of Shares with respect to which the Option or
Stock Purchase Right is exercised but such Participant shall be unconditionally
obligated to tender back to the Company the proper number of Shares on the Tax
Date.

         13. NON-TRANSFERABILITY OF OPTIONS AND STOCK PURCHASE RIGHTS.

                  (a) GENERAL. Except as set forth in this Section 13, Options
and Stock Purchase Rights may not be sold, pledged, assigned, hypothecated,
transferred or disposed of in any manner other than by will or by the laws of
descent or distribution. The designation of a

                                      -12-



beneficiary by an Optionee will not constitute a transfer. An Option or Stock
Purchase Right may be exercised, during the lifetime of the holder of an Option
or Stock Purchase Right, only by such holder or a transferee permitted by this
Section 13.

                  (b) LIMITED TRANSFERABILITY RIGHTS. Notwithstanding anything
else in this Section 13, prior to the date, if any, on which the Common Stock
becomes a Listed Security, the Administrator may in its discretion grant
Nonstatutory Stock Options that may be transferred by instrument to an inter
vivos or testamentary trust in which the Options are to be passed to
beneficiaries upon the death of the trustor (settlor) or by gift to "Immediate
Family" (as defined below), on such terms and conditions as the Administrator
deems appropriate. Following the date, if any, on which the Common Stock becomes
a Listed Security, the Administrator may in its discretion grant transferable
Nonstatutory Stock Options pursuant to Option Agreements specifying the manner
in which such Nonstatutory Stock Options are transferable. "Immediate Family"
means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse,
sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law,
brother-in-law, or sister-in-law, and shall include adoptive relationships.

         14. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, MERGER OR CERTAIN OTHER
TRANSACTIONS.

                  (a) CHANGES IN CAPITALIZATION. Subject to any required action
by the stockholders of the Company, the number of Shares of Common Stock covered
by each outstanding Option or Stock Purchase Right, and the number of Shares of
Common Stock that have been authorized for issuance under the Plan but as to
which no Options or Stock Purchase Rights have yet been granted or that have
been returned to the Plan upon cancellation or expiration of an Option or Stock
Purchase Right, as well as the price per Share of Common Stock covered by each
such outstanding Option or Stock Purchase Right, shall be proportionately
adjusted for any increase or decrease in the number of issued Shares of Common
Stock resulting from a stock split, reverse stock split, stock dividend,
combination, recapitalization or reclassification of the Common Stock, or any
other increase or decrease in the number of issued Shares of Common Stock
effected without receipt of consideration by the Company; provided, however,
that conversion of any convertible securities of the Company shall not be deemed
to have been "effected without receipt of consideration." Such adjustment shall
be made by the Administrator, whose determination in that respect shall be
final, binding and conclusive. Except as expressly provided herein, no issuance
by the Company of shares of stock of any class, or securities convertible into
shares of stock of any class, shall affect, and no adjustment by reason thereof
shall be made with respect to, the number or price of Shares of Common Stock
subject to an Option or Stock Purchase Right.

                  (b) DISSOLUTION OR LIQUIDATION. In the event of the
dissolution or liquidation of the Company, each Option and Stock Purchase Right
will terminate immediately prior to the consummation of such action, unless
otherwise determined by the Administrator.

                  (c) CORPORATE TRANSACTION. In the event of a Corporate
Transaction, each outstanding Option or Stock Purchase Right shall be assumed or
an equivalent option or right shall be substituted by such successor corporation
or a parent or subsidiary of such successor corporation (the "Successor
Corporation"), unless the Successor Corporation does not agree to

                                      -13-



assume the award or to substitute an equivalent option or right. If the
Successor Corporation does not agree to such assumption or substitution, (i) the
vesting of each Option shall accelerate and the Options shall become exercisable
in full (including with respect to Shares as to which an Option would not
otherwise be vested and exercisable), and any repurchase right in favor of the
Company with respect to any Shares purchased upon exercise of a Stock Purchase
Right or early exercise of an Option shall lapse in full, immediately prior to
consummation of the transaction, and (ii) each Participant shall be provided
with at least five (5) business days in which to exercise his or her Options or
Stock Purchase Right subject to such conditions as the Administrator shall
determine, and (iii) such Options and Stock Purchase Rights shall terminate upon
the later of the termination of such exercise period or the consummation of the
transaction.

                  For purposes of this Section 14(c), an Option or a Stock
Purchase Right shall be considered assumed, without limitation, if, at the time
of issuance of the stock or other consideration upon a Corporate Transaction or
a Change of Control, as the case may be, each holder of an Option or Stock
Purchase Right would be entitled to receive upon exercise of the award the same
number and kind of shares of stock or the same amount of property, cash or
securities as such holder would have been entitled to receive upon the
occurrence of the transaction if the holder had been, immediately prior to such
transaction, the holder of the number of Shares of Common Stock covered by the
award at such time (after giving effect to any adjustments in the number of
Shares covered by the Option or Stock Purchase Right as provided for in this
Section 14); provided that if such consideration received in the transaction is
not solely common stock of the Successor Corporation, the Administrator may,
with the consent of the Successor Corporation, provide for the consideration to
be received upon exercise of the award to be solely common stock of the
Successor Corporation equal to the Fair Market Value of the per Share
consideration received by holders of Common Stock in the transaction.

                  (d) CERTAIN DISTRIBUTIONS. In the event of any distribution to
the Company's stockholders of securities of any other entity or other assets
(other than dividends payable in cash or stock of the Company) without receipt
of consideration by the Company, the Administrator may, in its discretion,
appropriately adjust the price per Share of Common Stock covered by each
outstanding Option or Stock Purchase Right to reflect the effect of such
distribution.

         15. TIME OF GRANTING OPTIONS AND STOCK PURCHASE RIGHTS. The date of
grant of an Option or Stock Purchase Right shall, for all purposes, be the date
on which the Administrator makes the determination granting such Option or Stock
Purchase Right, or such other date as is determined by the Administrator,
provided that in the case of any Incentive Stock Option, the grant date shall be
the later of the date on which the Administrator makes the determination
granting such Incentive Stock Option or the date of commencement of the
Optionee's employment relationship with the Company. Notice of the determination
shall be given to each Employee or Consultant to whom an Option or Stock
Purchase Right is so granted within a reasonable time after the date of such
grant.

         16. AMENDMENT AND TERMINATION OF THE PLAN.

                  (a) AUTHORITY TO AMEND OR TERMINATE. The Board may at any time
amend, alter, suspend or discontinue the Plan, but no amendment, alteration,
suspension or discontinuation (other than an adjustment pursuant to Section 14
above) shall be made that

                                      -14-



would materially and adversely affect the rights of any Optionee or holder of
Stock Purchase Rights under any outstanding grant, without his or her consent.
In addition, to the extent necessary and desirable to comply with the Applicable
Laws, the Company shall obtain stockholder approval of any Plan amendment in
such a manner and to such a degree as required.

                  (b) EFFECT OF AMENDMENT OR TERMINATION. No amendment or
termination of the Plan shall materially and adversely affect Options or Stock
Purchase Rights already granted, unless mutually agreed otherwise between the
Optionee or holder of the Stock Purchase Rights and the Administrator, which
agreement must be in writing and signed by the Optionee or holder and the
Company.

         17. CONDITIONS UPON ISSUANCE OF SHARES. Notwithstanding any other
provision of the Plan or any agreement entered into by the Company pursuant to
the Plan, the Company shall not be obligated, and shall have no liability for
failure, to issue or deliver any Shares under the Plan unless such issuance or
delivery would comply with the Applicable Laws, with such compliance determined
by the Company in consultation with its legal counsel. As a condition to the
exercise of an Option or Stock Purchase Right, the Company may require the
person exercising the award to represent and warrant at the time of any such
exercise that the Shares are being purchased only for investment and without any
present intention to sell or distribute such Shares if, in the opinion of
counsel for the Company, such a representation is required by law.

         18. RESERVATION OF SHARES. The Company, during the term of this Plan,
will at all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan.

         19. AGREEMENTS. Options and Stock Purchase Rights shall be evidenced by
Option Agreements and Restricted Stock Purchase Agreements, respectively, in
such form(s) as the Administrator shall from time to time approve.

         20. STOCKHOLDER APPROVAL. If required by the Applicable Laws,
continuance of the Plan shall be subject to approval by the stockholders of the
Company within twelve (12) months before or after the date the Plan is adopted.
Such stockholder approval shall be obtained in the manner and to the degree
required under the Applicable Laws.

         21. INFORMATION AND DOCUMENTS TO OPTIONEES AND PURCHASERS. Prior to the
date, if any, upon which the Common Stock becomes a Listed Security and if
required by the Applicable Laws, the Company shall provide financial statements
at least annually to each Optionee and to each individual who acquired Shares
pursuant to the Plan, during the period such Optionee or purchaser has one or
more Options or Stock Purchase Rights outstanding, and in the case of an
individual who acquired Shares pursuant to the Plan, during the period such
individual owns such Shares. The Company shall not be required to provide such
information if the issuance of Options or Stock Purchase Rights under the Plan
is limited to key employees whose duties in connection with the Company assure
their access to equivalent information.

                                      -15-

EX-99.6

                                                                    EXHIBIT 99.6

                              BERKANA WIRELESS INC.

                            2002 EXECUTIVE STOCK PLAN

                          NOTICE OF STOCK OPTION GRANT


<>

         You have been granted an option to purchase Common Stock of Berkana
Wireless Inc. (the "Company") as follows:

                                               
         Board Approval Date:                     <>

         Date of Grant (Later of Board
         Approval Date or Commencement
         of Employment/Consulting):               <>

         Exercise Price per Share:                $<>

         Total Number of Shares Granted:          <>

         Total Exercise Price:                    $<>

         Type of Option:                          <>Shares Incentive Stock Option

                                                  <> Shares Nonstatutory Stock Option

         Term/Expiration Date:                    <>

         Vesting Commencement Date:               <>

         Vesting/Exercise Schedule:                THIS OPTION MAY BE EXERCISED, IN WHOLE OR IN PART, AT ANY
                                                   TIME:<>).  So long as your employment or
                                                   consulting relationship with the Company continues, the Shares
                                                   underlying this Option shall vest in accordance with the
                                                   following schedule:
                                                  <>

         Termination Period:                       This Option may be exercised for three months after
                                                   termination of employment or consulting relationship except as
                                                   set out in Section 5 of the Stock Option Agreement (but in no
                                                   event later than the Expiration Date).  Optionee is
                                                   responsible for keeping track of these exercise periods
                                                   following termination for any reason of his or her service
                                                   relationship with the Company.  The Company will not provide
                                                   further notice of such periods.

         Transferability:                          This Option may not be transferred.






         By your signature and the signature of the Company's representative
below, you and the Company agree that this option is granted under and governed
by the terms and conditions of the Berkana Wireless Inc. 2002 Executive Stock
Plan and the Stock Option Agreement, both of which are attached and made a part
of this document.

         In addition, you agree and acknowledge that your rights to any Shares
underlying the Option will be earned only as you provide services to the Company
over time, that the grant of the Option is not as consideration for services you
rendered to the Company prior to your Vesting Commencement Date, and that
nothing in this Notice or the attached documents confers upon you any right to
continue your employment or consulting relationship with the Company for any
period of time, nor does it interfere in any way with your right or the
Company's right to terminate that relationship at any time, for any reason, with
or without cause.



                                    BERKANA WIRELESS INC.

                                    By:
- -------------------------------          --------------------------------------
<>                         Name:
                                            -----------------------------------
                                    Title:
                                            -----------------------------------

                                      -2-



                              BERKANA WIRELESS INC.

                            2002 EXECUTIVE STOCK PLAN

                             STOCK OPTION AGREEMENT


         1. GRANT OF OPTION. Berkana Wireless Inc., a Delaware corporation (the
"Company"), hereby grants to <> ("Optionee"), an option (the "Option")
to purchase the total number of shares of Common Stock (the "Shares") set forth
in the Notice of Stock Option Grant (the "Notice"), at the exercise price per
Share set forth in the Notice (the "Exercise Price") subject to the terms,
definitions and provisions of Berkana Wireless Inc. 2002 Executive Stock Plan
(the "Plan") adopted by the Company, which is incorporated in this Agreement by
reference. Unless otherwise defined in this Agreement, the terms used in this
Agreement shall have the meanings defined in the Plan.

         2. DESIGNATION OF OPTION. This Option is intended to be an Incentive
Stock Option as defined in Section 422 of the Code only to the extent so
designated in the Notice, and to the extent it is not so designated or to the
extent the Option does not qualify as an Incentive Stock Option, it is intended
to be a Nonstatutory Stock Option.

         Notwithstanding the above, if designated as an Incentive Stock Option,
in the event that the Shares subject to this Option (and all other Incentive
Stock Options granted to Optionee by the Company or any Parent or Subsidiary,
including under other plans of the Company) that first become exercisable in any
calendar year have an aggregate fair market value (determined for each Share as
of the date of grant of the option covering such Share) in excess of $100,000,
the Shares in excess of $100,000 shall be treated as subject to a Nonstatutory
Stock Option, in accordance with Section 5 of the Plan.

         3. EXERCISE OF OPTION. This Option shall be exercisable during its term
in accordance with the Vesting/Exercise Schedule set out in the Notice and with
the provisions of the Plan as follows:

                  (a) RIGHT TO EXERCISE.

                           (i) This Option may not be exercised for a fraction
of a share.

                           (ii) In the event of Optionee's death, disability or
other termination of employment, the exercisability of the Option is governed by
Section 5 below, subject to the limitations contained in this Section 3.

                           (iii) In no event may this Option be exercised after
the Expiration Date of the Option as set forth in the Notice.

                  (b) METHOD OF EXERCISE.

                           (i) This Option shall be exercisable by execution and
delivery of the Early Exercise Notice and Restricted Stock Purchase Agreement
attached hereto as Exhibit A, the Exercise Notice and Restricted Stock Purchase
Agreement attached hereto as Exhibit B, or any other form of written notice
approved for such purpose by the Company which shall state Optionee's election
to exercise the Option, the number of Shares in respect of which the Option is
being exercised, and such other representations and agreements as to the
holder's investment intent with respect to such Shares as may be required by the
Company pursuant to the provisions of the Plan. Such written notice shall be



signed by Optionee and shall be delivered to the Company by such means as are
determined by the Plan Administrator in its discretion to constitute adequate
delivery. The written notice shall be accompanied by payment of the Exercise
Price. This Option shall be deemed to be exercised upon receipt by the Company
of such written notice accompanied by the Exercise Price.

                           (ii) As a condition to the exercise of this Option
and as further set forth in Section 12 of the Plan, Optionee agrees to make
adequate provision for federal, state or other tax withholding obligations, if
any, which arise upon the vesting or exercise of the Option, or disposition of
Shares, whether by withholding, direct payment to the Company, or otherwise.

                           (iii) The Company is not obligated, and will have no
liability for failure, to issue or deliver any Shares upon exercise of the
Option unless such issuance or delivery would comply with the applicable
lawsapplicable laws, with such compliance determined by the Company in
consultation with its legal counsel. This Option may not be exercised until such
time as the Plan has been approved by the stockholders of the Company, or if the
issuance of such Shares upon such exercise or the method of payment of
consideration for such shares would constitute a violation of any applicable
federal or state securities or other law or regulation, including any rule under
Part 221 of Title 12 of the Code of Federal Regulations as promulgated by the
Federal Reserve Board. As a condition to the exercise of this Option, the
Company may require Optionee to make any representation and warranty to the
Company as may be required by the applicable laws. Assuming such compliance, for
income tax purposes the Shares shall be considered transferred to Optionee on
the date on which the Option is exercised with respect to such Shares.

         4. METHOD OF PAYMENT. Payment of the Exercise Price shall be by any of
the following, or a combination of the following, at the election of Optionee:

                  (a) cash or check;

                  (b) prior to the date, if any, upon which the Common Stock
becomes a Listed Security, by surrender of other shares of Common Stock of the
Company that have an aggregate Fair Market Value on the date of surrender equal
to the Exercise Price of the Shares as to which the Option is being exercised.
In the case of shares acquired directly or indirectly from the Company, such
shares must have been owned by Optionee for more than six (6) months on the date
of surrender (or such other period of time as is necessary to avoid the
Company's incurring adverse accounting charges); or

                  (c) following the date, if any, upon which the Common Stock is
a Listed Security, delivery of a properly executed exercise notice together with
irrevocable instructions to a broker approved by the Company to deliver promptly
to the Company the amount of sale or loan proceeds required to pay the exercise
price.

         5. TERMINATION OF RELATIONSHIP. Following the date of termination of
Optionee's Continuous Service Status for any reason (the "Termination Date"),
Optionee may exercise the Option only as set forth in the Notice and this
Section 5. To the extent that Optionee is not entitled to exercise this Option
as of the Termination Date, or if Optionee does not exercise this Option within
the Termination Period set forth in the Notice or the termination periods set
forth below, the Option shall terminate in its entirety. In no event, may any
Option be exercised after the Expiration Date of the Option as set forth in the
Notice.

                  (a) TERMINATION. In the event of termination of Optionee's
Continuous Service Status other than as a result of Optionee's disability or
death or for Cause (as defined in Section 10(b)(iv)

                                      -2-



of the Plan), Optionee may, to the extent otherwise so entitled at the date of
such termination (the "Termination Date"), exercise this Option during the
Termination Period set forth in the Notice.

                  (b) OTHER TERMINATIONS. In connection with any termination
other than a termination covered by Section 5(a), Optionee may exercise the
Option only as described below:

                           (i) TERMINATION UPON DISABILITY OF OPTIONEE. In the
event of termination of Optionee's Continuous Service Status as a result of
Optionee's disability, Optionee may, but only within six months from the
Termination Date, exercise this Option to the extent Optionee was entitled to
exercise it as of such Termination Date.

                           (ii) DEATH OF OPTIONEE. In the event of the death of
Optionee (a) during the term of this Option and while an Employee or Consultant
of the Company and having been in Continuous Service Status since the date of
grant of the Option, or (b) within thirty (30) days after Optionee's Termination
Date, the Option may be exercised at any time within twelve months following the
date of death by Optionee's estate or by a person who acquired the right to
exercise the Option by bequest or inheritance, but only to the extent Optionee
was entitled to exercise the Option as of the Termination Date.

                           (iii) TERMINATION FOR CAUSE. In the event Optionee's
Continuous Service Status is terminated for Cause (as defined in Section
10(b)(iv) of the Plan), the Option shall terminate immediately upon such
termination for Cause. In the event Optionee's employment or consulting
relationship with the Company is suspended pending investigation of whether such
relationship shall be terminated for Cause, all Optionee's rights under the
Option, including the right to exercise the Option, shall be suspended during
the investigation period.

         6. NON-TRANSFERABILITY OF OPTION. Except as otherwise set forth in this
Notice, this Option may not be transferred in any manner otherwise than by will
or by the laws of descent or distribution and may be exercised during the
lifetime of Optionee only by him or her. The terms of this Option shall be
binding upon the executors, administrators, heirs, successors and assigns of
Optionee.

         7. TAX CONSEQUENCES. Below is a brief summary as of the date of this
Option of certain of the federal tax consequences of exercise of this Option and
disposition of the Shares under the laws in effect as of the Date of Grant. THIS
SUMMARY IS INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE.
OPTIONEE SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING
OF THE SHARES.

                  (a) INCENTIVE STOCK OPTION.

                           (i) TAX TREATMENT UPON EXERCISE AND SALE OF SHARES.
If this Option qualifies as an Incentive Stock Option, there will be no regular
federal income tax liability upon the exercise of the Option, although the
excess, if any, of the fair market value of the Shares on the date of exercise
over the Exercise Price will be treated as an adjustment to the alternative
minimum tax for federal tax purposes and may subject Optionee to the alternative
minimum tax in the year of exercise. If Shares issued upon exercise of an
Incentive Stock Option are held for at least one year after exercise and are
disposed of at least two years after the Option grant date, any gain realized on
disposition of the Shares will also be treated as long-term capital gain for
federal income tax purposes. If Shares issued upon exercise of an Incentive
Stock Option are disposed of within such one-year period or within two years
after the Option grant date, any gain realized on such disposition will be
treated as compensation income (taxable at ordinary income rates) to the extent
of the difference between the Exercise Price and

                                      -3-



the lesser of (i) the fair market value of the Shares on the date of exercise,
or (ii) the sale price of the Shares.

                           (ii) NOTICE OF DISQUALIFYING DISPOSITIONS. With
respect to any Shares issued upon exercise of an Incentive Stock Option, if
Optionee sells or otherwise disposes of such Shares on or before the later of
(i) the date two years after the Option grant date, or (ii) the date one year
after the date of exercise, Optionee shall immediately notify the Company in
writing of such disposition. Optionee acknowledges and agrees that he or she may
be subject to income tax withholding by the Company on the compensation income
recognized by Optionee from the early disposition by payment in cash or out of
the current earnings paid to Optionee.

                  (b) NONSTATUTORY STOCK OPTION. If this Option does not qualify
as an Incentive Stock Option, there may be a regular federal (and state) income
tax liability upon the exercise of the Option. Optionee will be treated as
having received compensation income (taxable at ordinary income tax rates) equal
to the excess, if any, of the fair market value of the Shares on the date of
exercise over the Exercise Price. If Optionee is an Employee, the Company will
be required to withhold from Optionee's compensation or collect from Optionee
and pay to the applicable taxing authorities an amount equal to a percentage of
this compensation income at the time of exercise. If Shares issued upon exercise
of a Nonstatutory Stock Option are held for at least one year, any gain realized
on disposition of the Shares will be treated as long-term capital gain for
federal income tax purposes.

         8. LOCK-UP AGREEMENT. In connection with the initial public offering of
the Company's securities and upon request of the Company or the underwriters
managing any underwritten offering of the Company's securities, Optionee hereby
agrees not to sell, make any short sale of, loan, grant any option for the
purchase of, or otherwise dispose of any securities of the Company however and
whenever acquired (other than those included in the registration) without the
prior written consent of the Company or such underwriters, as the case may be,
for such period of time (not to exceed 180 days) from the effective date of such
registration as may be requested by the Company or such managing underwriters
and to execute an agreement reflecting the foregoing as may be requested by the
underwriters at the time of the public offering.

         9. EFFECT OF AGREEMENT. Optionee acknowledges receipt of a copy of the
Plan and represents that he or she is familiar with the terms and provisions
thereof (and has had an opportunity to consult counsel regarding the Option
terms), and hereby accepts this Option and agrees to be bound by its contractual
terms as set forth herein and in the Plan. Optionee hereby agrees to accept as
binding, conclusive and final all decisions and interpretations of the Plan
Administrator regarding any questions relating to the Option. In the event of a
conflict between the terms and provisions of the Plan and the terms and
provisions of the Notice and this Agreement, the Plan terms and provisions shall
prevail. The Option, including the Plan, constitutes the entire agreement
between Optionee and the Company on the subject matter hereof and supersedes all
proposals, written or oral, and all other communications between the parties
relating to such subject matter.

                            [Signature Page Follows]

                                      -4-





         This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original and all of which together shall constitute one
document.


<>                       BERKANA WIRELESS INC.


                                  By:
- -------------------------------      ------------------------------------
                                  Name:
                                       ----------------------------------
Dated: <>              Title:
                                        ---------------------------------

                                       -5-



                                    EXHIBIT A

                              BERKANA WIRELESS INC.

                            2002 EXECUTIVE STOCK PLAN

          EARLY EXERCISE NOTICE AND RESTRICTED STOCK PURCHASE AGREEMENT

         This Agreement ("Agreement") is made as of ____________________, by and
between Berkana Wireless Inc., a Delaware corporation (the "Company"), and
<> ("Purchaser"). To the extent any capitalized terms used in this
Agreement are not defined, they shall have the meaning ascribed to them in the
2002 Executive Stock Plan.

         1. EXERCISE OF OPTION. Subject to the terms and conditions hereof,
Purchaser hereby elects to exercise his or her option to purchase ____________
shares of the Common Stock (the "Shares") of the Company under and pursuant to
the Company's 2002 Executive Stock Plan (the "Plan") and the Stock Option
Agreement dated <> (the "Option Agreement"). Of these Shares,
Purchaser has elected to purchase _______________ of those Shares which have
become vested as of the date hereof under the Vesting Schedule set forth in the
Notice of Stock Option Grant (the "Vested Shares") and _____________ Shares
which have not yet vested under such Vesting Schedule (the "Unvested Shares").
The purchase price for the Shares shall be $<> per Share for a
total purchase price of $___________. The term "Shares" refers to the purchased
Shares and all securities received in replacement of the Shares or as stock
dividends or splits, all securities received in replacement of the Shares in a
recapitalization, merger, reorganization, exchange or the like, and all new,
substituted or additional securities or other properties to which Purchaser is
entitled by reason of Purchaser's ownership of the Shares.

         2. TIME AND PLACE OF EXERCISE. The purchase and sale of the Shares
under this Agreement shall occur at the principal office of the Company
simultaneously with the execution and delivery of this Agreement in accordance
with the provisions of Section 3(b) of the Option Agreement. On such date, the
Company will deliver to Purchaser a certificate representing the Shares to be
purchased by Purchaser (which shall be issued in Purchaser's name) against
payment of the exercise price therefor by Purchaser by (a) check made payable to
the Company, (b) cancellation of indebtedness of the Company to Purchaser, (c)
delivery of shares of the Common Stock of the Company in accordance with Section
4 of the Option Agreement, or (d) a combination of the foregoing.

         3. LIMITATIONS ON TRANSFER. In addition to any other limitation on
transfer created by applicable securities laws, Purchaser shall not assign,
encumber or dispose of any interest in the Shares while the Shares are subject
to the Company's Repurchase Option (as defined below). After any Shares have
been released from such Repurchase Option, Purchaser shall not assign, encumber
or dispose of any interest in such Shares except in compliance with the
provisions below and applicable securities laws.

                  (a) REPURCHASE OPTION.

                           (i) In the event of the voluntary or involuntary
termination of Purchaser's employment or consulting relationship with the
Company for any reason (including death or disability), with or without cause,
the Company shall upon the date of such termination (the "Termination Date")
have an irrevocable, exclusive option (the "Repurchase Option") for a period of
90 days from such date to repurchase all or any portion of the Shares held by
Purchaser as of the Termination Date which have not yet been released from the
Company's Repurchase Option at the original purchase price per Share specified
in Section 1 (adjusted for any stock splits, stock dividends and the like).



                           (ii) Unless the Company notifies Purchaser within 90
days from the date of termination of Purchaser's employment or consulting
relationship that it does not intend to exercise its Repurchase Option with
respect to some or all of the Shares, the Repurchase Option shall be deemed
automatically exercised by the Company as of the 90th day following such
termination. However, the Company may notify Purchaser that it is exercising its
Repurchase Option as of a date prior to such 90th day. Unless Purchaser is
otherwise notified by the Company pursuant to the preceding sentence that the
Company does not intend to exercise its Repurchase Option as to some or all of
the Shares to which it applies at the time of termination, execution of this
Agreement by Purchaser constitutes written notice to Purchaser of the Company's
intention to exercise its Repurchase Option with respect to all Shares to which
such Repurchase Option applies. The Company, at its choice, may satisfy its
payment obligation to Purchaser with respect to exercise of the Repurchase
Option by either (A) delivering a check to Purchaser in the amount of the
purchase price for the Shares being repurchased, or (B) in the event Purchaser
is indebted to the Company, canceling an amount of such indebtedness equal to
the purchase price for the Shares being repurchased, or (C) by a combination of
(A) and (B) so that the combined payment and cancellation of indebtedness equals
such purchase price. In the event of any deemed automatic exercise of the
Repurchase Option pursuant to this Section 3(a)(ii) in which Purchaser is
indebted to the Company, such indebtedness equal to the purchase price of the
Shares being repurchased shall be deemed automatically canceled as of the 90th
day following termination of Purchaser's employment or consulting relationship
unless the Company otherwise satisfies its payment obligations. As a result of
any repurchase of Shares pursuant to this Section 3(a), the Company shall become
the legal and beneficial owner of the Shares being repurchased and shall have
all rights and interest therein or related thereto, and the Company shall have
the right to transfer to its own name the number of Shares being repurchased by
the Company, without further action by Purchaser.

                           (iii) One hundred percent (100%) of the Shares shall
initially be subject to the Repurchase Option. The Vested Shares shall be
released from the Repurchase Option in accordance with the Vesting Schedule set
forth in the Notice of Stock Option Grant until all Shares are released from the
Repurchase Option. Fractional shares shall be rounded down to the nearest whole
share.

                  (b) RIGHT OF FIRST REFUSAL. Before any Shares held by
Purchaser or any transferee of Purchaser (either being sometimes referred to
herein as the "Holder") may be sold or otherwise transferred (including transfer
by gift or operation of law), the Company or its assignee(s) shall have a right
of first refusal to purchase the Shares on the terms and conditions set forth in
this Section 3(b) (the "Right of First Refusal").

                           (i) NOTICE OF PROPOSED TRANSFER. The Holder of the
Shares shall deliver to the Company a written notice (the "Notice") stating: (i)
the Holder's bona fide intention to sell or otherwise transfer such Shares; (ii)
the name of each proposed purchaser or other transferee ("Proposed Transferee");
(iii) the number of Shares to be transferred to each Proposed Transferee; and
(iv) the terms and conditions of each proposed sale or transfer. The Holder
shall offer the Shares at the same price (the "Offered Price") and upon the same
terms (or terms as similar as reasonably possible) to the Company or its
assignee(s).

                           (ii) EXERCISE OF RIGHT OF FIRST REFUSAL. At any time
within 30 days after receipt of the Notice, the Company and/or its assignee(s)
may, by giving written notice to the Holder, elect to purchase all, but not less
than all, of the Shares proposed to be transferred to any one or more of the
Proposed Transferees, at the purchase price determined in accordance with
subsection (iii) below.

                           (iii) PURCHASE PRICE. The purchase price ("Purchase
Price") for the Shares purchased by the Company or its assignee(s) under this
Section 3(b) shall be the Offered Price. If the

                                      -2-



Offered Price includes consideration other than cash, the cash equivalent value
of the non-cash consideration shall be determined by the Board of Directors of
the Company in good faith.

                           (iv) PAYMENT. Payment of the Purchase Price shall be
made, at the option of the Company or its assignee(s), in cash (by check), by
cancellation of all or a portion of any outstanding indebtedness, or by any
combination thereof within 30 days after receipt of the Notice or in the manner
and at the times set forth in the Notice.

                           (v) HOLDER'S RIGHT TO TRANSFER. If all of the Shares
proposed in the Notice to be transferred to a given Proposed Transferee are not
purchased by the Company and/or its assignee(s) as provided in this Section
3(b), then the Holder may sell or otherwise transfer such Shares to that
Proposed Transferee at the Offered Price or at a higher price, provided that
such sale or other transfer is consummated within 60 days after the date of the
Notice and provided further that any such sale or other transfer is effected in
accordance with any applicable securities laws and the Proposed Transferee
agrees in writing that the provisions of this Section 3 shall continue to apply
to the Shares in the hands of such Proposed Transferee. If the Shares described
in the Notice are not transferred to the Proposed Transferee within such period,
or if the Holder proposes to change the price or other terms to make them more
favorable to the Proposed Transferee, a new Notice shall be given to the
Company, and the Company and/or its assignees shall again be offered the Right
of First Refusal before any Shares held by the Holder may be sold or otherwise
transferred.

                           (vi) EXCEPTION FOR CERTAIN FAMILY TRANSFERS. Anything
to the contrary contained in this Section 3(b) notwithstanding, the transfer of
any or all of the Shares during Purchaser's lifetime or on Purchaser's death by
will or intestacy to Purchaser's Immediate Family or a trust for the benefit of
Purchaser's Immediate Family shall be exempt from the provisions of this Section
3(b). "Immediate Family" as used herein shall mean spouse, lineal descendant or
antecedent, father, mother, brother or sister. In such case, the transferee or
other recipient shall receive and hold the Shares so transferred subject to the
provisions of this Section, and there shall be no further transfer of such
Shares except in accordance with the terms of this Section 3.

                  (c) INVOLUNTARY TRANSFER.

                           (i) COMPANY'S RIGHT TO PURCHASE UPON INVOLUNTARY
TRANSFER. In the event, at any time after the date of this Agreement, of any
transfer by operation of law or other involuntary transfer (including death or
divorce, but excluding a transfer to Immediate Family as set forth in Section
3(b)(vi) above) of all or a portion of the Shares by the record holder thereof,
the Company shall have an option to purchase all of the Shares transferred at
the greater of the purchase price paid by Purchaser pursuant to this Agreement
or the Fair Market Value of the Shares on the date of transfer. Upon such a
transfer, the person acquiring the Shares shall promptly notify the Secretary of
the Company of such transfer. The right to purchase such Shares shall be
provided to the Company for a period of thirty (30) days following receipt by
the Company of written notice by the person acquiring the Shares.

                           (ii) PRICE FOR INVOLUNTARY TRANSFER. With respect to
any stock to be transferred pursuant to Section 3(c)(i), the price per Share
shall be a price set by the Board of Directors of the Company that will reflect
the current value of the stock in terms of present earnings and future prospects
of the Company. The Company shall notify Purchaser or his or her executor of the
price so determined within thirty (30) days after receipt by it of written
notice of the transfer or proposed transfer of Shares. However, if the Purchaser
does not agree with the valuation as determined by the Board of Directors of the
Company, the Purchaser shall be entitled to have the valuation determined by an
independent appraiser to be mutually agreed upon by the Company and the
Purchaser and whose fees shall be borne equally by the Company and the
Purchaser.

                                      -3-



                  (d) ASSIGNMENT. The right of the Company to purchase any part
of the Shares may be assigned in whole or in part to any shareholder or
shareholders of the Company or other persons or organizations.

                  (e) RESTRICTIONS BINDING ON TRANSFEREES. All transferees of
Shares or any interest therein will receive and hold such Shares or interest
subject to the provisions of this Agreement, including, insofar as applicable,
the Repurchase Option. In the event of any purchase by the Company hereunder
where the Shares or interest are held by a transferee, the transferee shall be
obligated, if requested by the Company, to transfer the Shares or interest to
the Purchaser for consideration equal to the amount to be paid by the Company
hereunder. In the event the Repurchase Option is deemed exercised by the Company
pursuant to Section 3(a)(ii) hereof, the Company may deem any transferee to have
transferred the Shares or interest to Purchaser prior to their purchase by the
Company, and payment of the purchase price by the Company to such transferee
shall be deemed to satisfy Purchaser's obligation to pay such transferee for
such Shares or interest, and also to satisfy the Company's obligation to pay
Purchaser for such Shares or interest. Any sale or transfer of the Shares shall
be void unless the provisions of this Agreement are satisfied.

                  (f) TERMINATION OF RIGHTS. The right of first refusal granted
the Company by Section 3(b) above and the option to repurchase the Shares in the
event of an involuntary transfer granted the Company by Section 3(c) above shall
terminate upon the first sale of Common Stock of the Company to the general
public pursuant to a registration statement filed with and declared effective by
the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Securities Act").

         4. ESCROW OF UNVESTED SHARES. For purposes of facilitating the
enforcement of the provisions of Section 3 above, Purchaser agrees, immediately
upon receipt of the certificate(s) for the Shares subject to the Repurchase
Option, to deliver such certificate(s), together with an Assignment Separate
from Certificate in the form attached to this Agreement as Attachment A executed
by Purchaser and by Purchaser's spouse (if required for transfer), in blank, to
the Secretary of the Company, or the Secretary's designee, to hold such
certificate(s) and Assignment Separate from Certificate in escrow and to take
all such actions and to effectuate all such transfers and/or releases as are in
accordance with the terms of this Agreement. Purchaser hereby acknowledges that
the Secretary of the Company, or the Secretary's designee, is so appointed as
the escrow holder with the foregoing authorities as a material inducement to
make this Agreement and that said appointment is coupled with an interest and is
accordingly irrevocable. Purchaser agrees that said escrow holder shall not be
liable to any party hereof (or to any other party). The escrow holder may rely
upon any letter, notice or other document executed by any signature purported to
be genuine and may resign at any time. Purchaser agrees that if the Secretary of
the Company, or the Secretary's designee, resigns as escrow holder for any or no
reason, the Board of Directors of the Company shall have the power to appoint a
successor to serve as escrow holder pursuant to the terms of this Agreement.

         5. INVESTMENT AND TAXATION REPRESENTATIONS. In connection with the
purchase of the Shares, Purchaser represents to the Company the following:

                  (a) Purchaser is aware of the Company's business affairs and
financial condition and has acquired sufficient information about the Company to
reach an informed and knowledgeable decision to acquire the Shares. Purchaser is
purchasing these securities for investment for his or her own account only and
not with a view to, or for resale in connection with, any "distribution" thereof
within the meaning of the Securities Act or under any applicable provision of
state law. Purchaser does not have any present intention to transfer the Shares
to any person or entity.

                                      -4-



                  (b) Purchaser understands that the Shares have not been
registered under the Securities Act by reason of a specific exemption therefrom,
which exemption depends upon, among other things, the bona fide nature of
Purchaser's investment intent as expressed herein.

                  (c) Purchaser further acknowledges and understands that the
securities must be held indefinitely unless they are subsequently registered
under the Securities Act or an exemption from such registration is available.
Purchaser further acknowledges and understands that the Company is under no
obligation to register the securities. Purchaser understands that the
certificate(s) evidencing the securities will be imprinted with a legend which
prohibits the transfer of the securities unless they are registered or such
registration is not required in the opinion of counsel for the Company.

                  (d) Purchaser is familiar with the provisions of Rules 144 and
701, each promulgated under the Securities Act, which, in substance, permit
limited public resale of "restricted securities" acquired, directly or
indirectly, from the issuer of the securities (or from an affiliate of such
issuer), in a non-public offering subject to the satisfaction of certain
conditions. Purchaser understands that the Company provides no assurances as to
whether he or she will be able to resell any or all of the Shares pursuant to
Rule 144 or Rule 701, which rules require, among other things, that the Company
be subject to the reporting requirements of the Securities Exchange Act of 1934,
as amended, that resales of securities take place only after the holder of the
Shares has held the Shares for certain specified time periods, and under certain
circumstances, that resales of securities be limited in volume and take place
only pursuant to brokered transactions. Notwithstanding this paragraph (d),
Purchaser acknowledges and agrees to the restrictions set forth in paragraph (e)
below.

                  (e) Purchaser further understands that in the event all of the
applicable requirements of Rule 144 or 701 are not satisfied, registration under
the Securities Act, compliance with Regulation A, or some other registration
exemption will be required; and that, notwithstanding the fact that Rules 144
and 701 are not exclusive, the Staff of the Securities and Exchange Commission
has expressed its opinion that persons proposing to sell private placement
securities other than in a registered offering and otherwise than pursuant to
Rule 144 or 701 will have a substantial burden of proof in establishing that an
exemption from registration is available for such offers or sales, and that such
persons and their respective brokers who participate in such transactions do so
at their own risk.

                  (f) Purchaser understands that Purchaser may suffer adverse
tax consequences as a result of Purchaser's purchase or disposition of the
Shares. Purchaser represents that Purchaser has consulted any tax consultants
Purchaser deems advisable in connection with the purchase or disposition of the
Shares and that Purchaser is not relying on the Company for any tax advice.

         6. RESTRICTIVE LEGENDS AND STOP-TRANSFER ORDERS.

                  (a) LEGENDS. The certificate or certificates representing the
Shares shall bear the following legends (as well as any legends required by
applicable state and federal corporate and securities laws):

                  (i)      THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT
                           BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
                           AMENDED (THE "ACT"), OR REGISTERED OR QUALIFIED UNDER
                           THE SECURITIES LAWS OF ANY STATE OR OTHER
                           JURISDICTION, AND MAY ONLY BE SOLD, PLEDGED,
                           TRANSFERRED OR OTHERWISE DISPOSED OF BY THE HOLDER IF
                           SUBSEQUENTLY REGISTERED UNDER THE ACT AND REGISTERED
                           OR QUALIFIED UNDER ANY APPLICABLE STATE OR OTHER
                           SECURITIES LAWS,

                                       -5-



                           UNLESS THE COMPANY DETERMINES THAT EXEMPTION FROM
                           SUCH REGISTRATION REQUIREMENT IS AVAILABLE.

                  (ii)     THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE
                           SUBJECT TO THE TERMS OF A STOCK PURCHASE AGREEMENT
                           (THE "AGREEMENT") BETWEEN THE COMPANY AND THE HOLDER
                           OF SUCH SECURITIES. PURSUANT TO THE TERMS OF SUCH
                           AGREEMENT, THE COMPANY HAS A RIGHT OF FIRST REFUSAL
                           WITH RESPECT TO TRANSFER OF SUCH SECURITIES AND HAS A
                           RIGHT TO REPURCHASE THE SECURITIES UNDER CERTAIN
                           CIRCUMSTANCES. A COPY OF THE AGREEMENT CAN BE
                           OBTAINED UPON REQUEST BY THE HOLDER OF THIS
                           CERTIFICATE FROM THE SECRETARY OF THE COMPANY.


                  (b) STOP-TRANSFER NOTICES. Purchaser agrees that, in order to
ensure compliance with the restrictions referred to herein, the Company may
issue appropriate "stop transfer" instructions to its transfer agent, if any,
and that, if the Company transfers its own securities, it may make appropriate
notations to the same effect in its own records.

                  (c) REFUSAL TO TRANSFER. The Company shall not be required (i)
to transfer on its books any Shares that have been sold or otherwise transferred
in violation of any of the provisions of this Agreement or (ii) to treat as
owner of such Shares or to accord the right to vote or pay dividends to any
purchaser or other transferee to whom such Shares shall have been so
transferred.

         7. NO EMPLOYMENT RIGHTS. Nothing in this Agreement shall affect in any
manner whatsoever the right or power of the Company, or a parent or subsidiary
of the Company, to terminate Purchaser's employment or consulting relationship,
for any reason, with or without cause.

         8. SECTION 83(b) ELECTION. Purchaser understands that Section 83(a) of
the Internal Revenue Code of 1986, as amended (the "Code"), taxes as ordinary
income for a Nonstatutory Stock Option and as alternative minimum taxable income
for an Incentive Stock Option the difference between the amount paid for the
Shares and the Fair Market Value of the Shares as of the date any restrictions
on the Shares lapse. In this context, "restriction" means the right of the
Company to buy back the Shares pursuant to the Repurchase Option set forth in
Section 3(a) of this Agreement. Purchaser understands that Purchaser may elect
to be taxed at the time the Shares are purchased, rather than when and as the
Repurchase Option expires, by filing an election under Section 83(b) (an "83(b)
Election") of the Code with the Internal Revenue Service within 30 days from the
date of purchase. Even if the Fair Market Value of the Shares at the time of the
execution of this Agreement equals the amount paid for the Shares, the election
must be made to avoid income and alternative minimum tax treatment under Section
83(a) in the future. Purchaser understands that failure to file such an election
in a timely manner may result in adverse tax consequences for Purchaser.
Purchaser further understands that an additional copy of such election form
should be filed with his or her federal income tax return for the calendar year
in which the date of this Agreement falls. Purchaser acknowledges that the
foregoing is only a summary of the effect of United States federal income
taxation with respect to purchase of the Shares hereunder, and does not purport
to be complete. Purchaser further acknowledges that the Company has directed
Purchaser to seek independent advice regarding the applicable provisions of the
Code, the income tax laws of any municipality, state or foreign country in which
Purchaser may reside, and the tax consequences of Purchaser's death.

                                      -6-



         Purchaser agrees that he or she will execute and deliver to the Company
with this executed Agreement a copy of the Acknowledgment and Statement of
Decision Regarding Section 83(b) Election (the "Acknowledgment") attached hereto
as Attachment B. Purchaser further agrees that he or she will execute and submit
with the Acknowledgment a copy of the 83(b) Election attached hereto as
Attachment C (for tax purposes in connection with the early exercise of an
option) if Purchaser has indicated in the Acknowledgment his or her decision to
make such an election.

         9. LOCK-UP AGREEMENT. In connection with the initial public offering of
the Company's securities and upon request of the Company or the underwriters
managing any underwritten offering of the Company's securities, Purchaser agrees
not to sell, make any short sale of, loan, grant any option for the purchase of,
or otherwise dispose of any securities of the Company however or whenever
acquired (other than those included in the registration) without the prior
written consent of the Company or such underwriters, as the case may be, for
such period of time (not to exceed 180 days) from the effective date of such
registration as may be requested by the Company or such managing underwriters
and to execute an agreement reflecting the foregoing as may be requested by the
underwriters at the time of the public offering.

         10. MISCELLANEOUS.

                  (a) GOVERNING LAW. This Agreement and all acts and
transactions pursuant hereto and the rights and obligations of the parties
hereto shall be governed, construed and interpreted in accordance with the laws
of the State of California, without giving effect to principles of conflicts of
law.

                  (b) ENTIRE AGREEMENT; ENFORCEMENT OF RIGHTS. This Agreement
sets forth the entire agreement and understanding of the parties relating to the
subject matter herein and merges all prior discussions between them. No
modification of or amendment to this Agreement, nor any waiver of any rights
under this Agreement, shall be effective unless in writing signed by the parties
to this Agreement. The failure by either party to enforce any rights under this
Agreement shall not be construed as a waiver of any rights of such party.

                  (c) SEVERABILITY. If one or more provisions of this Agreement
are held to be unenforceable under applicable law, the parties agree to
renegotiate such provision in good faith. In the event that the parties cannot
reach a mutually agreeable and enforceable replacement for such provision, then
(i) such provision shall be excluded from this Agreement, (ii) the balance of
the Agreement shall be interpreted as if such provision were so excluded and
(iii) the balance of the Agreement shall be enforceable in accordance with its
terms.

                  (d) CONSTRUCTION. This Agreement is the result of negotiations
between and has been reviewed by each of the parties hereto and their respective
counsel, if any; accordingly, this Agreement shall be deemed to be the product
of all of the parties hereto, and no ambiguity shall be construed in favor of or
against any one of the parties hereto.

                  (e) NOTICES. Any notice required or permitted by this
Agreement shall be in writing and shall be deemed sufficient when delivered
personally or sent by telegram or fax or 48 hours after being deposited in the
U.S. mail, as certified or registered mail, with postage prepaid, and addressed
to the party to be notified at such party's address as set forth below or as
subsequently modified by written notice.

                  (f) COUNTERPARTS. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original and all of which
together shall constitute one instrument.

                                      -7-



                  (g) SUCCESSORS AND ASSIGNS. The rights and benefits of this
Agreement shall inure to the benefit of, and be enforceable by the Company's
successors and assigns. The rights and obligations of Purchaser under this
Agreement may only be assigned with the prior written consent of the Company.

                  (h) CALIFORNIA CORPORATE SECURITIES LAW. THE SALE OF THE
SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH
THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF
THE SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION
THEREFOR PRIOR TO THE QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES
IS EXEMPT FROM QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA
CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY
CONDITIONED UPON THE QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.

                            [Signature Page Follows]

                                       -8-



The parties have executed this Early Exercise Notice and Restricted Stock
Purchase Agreement as of the date first set forth above.

                                    COMPANY:

                                    Berkana Wireless Inc.

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

                                    Name:
                                          -----------------------------------

                                    Title: __________________________________


                                   PURCHASER:

                                   <>

                                   ------------------------------------------
                                   (Signature)

                                   ------------------------------------------
                                   (Print Name)

                                   Address:

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

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


I, ______________________, spouse of <>, have read and hereby approve
the foregoing Agreement. In consideration of the Company's granting my spouse
the right to purchase the Shares as set forth in the Agreement, I hereby agree
to be bound irrevocably by the Agreement and further agree that any community
property or other such interest that I may have in the Shares shall hereby be
similarly bound by the Agreement. I hereby appoint my spouse as my
attorney-in-fact with respect to any amendment or exercise of any rights under
the Agreement.

                                   ------------------------------------------
                                   Spouse of<>

                                      -9-



                                  ATTACHMENT A

                      ASSIGNMENT SEPARATE FROM CERTIFICATE


                  FOR VALUE RECEIVED and pursuant to that certain Early Exercise
Notice and Restricted Stock Purchase Agreement between the undersigned
("Purchaser") and Berkana Wireless Inc. (the "Company") dated _______________,
____ (the "Agreement"), Purchaser hereby sells, assigns and transfers unto the
Company _______________________ (________) shares of the Common Stock of the
Company, standing in Purchaser's name on the books of the Company and
represented by Certificate No. ____, and does hereby irrevocably constitute and
appoint ____________________________ to transfer said stock on the books of the
Company with full power of substitution in the premises. THIS ASSIGNMENT MAY
ONLY BE USED AS AUTHORIZED BY THE AGREEMENT AND THE ATTACHMENTS THERETO.

Dated: ______________________

                                   Signature:


                                   ------------------------------------------
                                   <>


                                   ------------------------------------------
                                   Spouse of<>(if applicable)


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




                                  ATTACHMENT B

                    ACKNOWLEDGMENT AND STATEMENT OF DECISION
                        REGARDING SECTION 83(b) ELECTION

         The undersigned (which term includes the undersigned's spouse), a
purchaser of ___________ shares of Common Stock of Berkana Wireless Inc., a
Delaware corporation (the "Company") by exercise of an option (the "Option")
granted pursuant to the Company's 2002 Executive Stock Plan (the "Plan"), hereby
states as follows:

         1. The undersigned acknowledges receipt of a copy of the Plan relating
to the offering of such shares. The undersigned has carefully reviewed the Plan
and the option agreement pursuant to which the Option was granted.

         2.       The undersigned either [check and complete as applicable]:

         (a) ____ has consulted, and has been fully advised by, the
                  undersigned's own tax advisor, ___________________________,
                  whose business address is ____________________, regarding the
                  federal, state and local tax consequences of purchasing shares
                  under the Plan, and particularly regarding the advisability of
                  making elections pursuant to Section 83(b) of the Internal
                  Revenue Code of 1986, as amended (the "Code") and pursuant to
                  the corresponding provisions, if any, of applicable state law;
                  or

         (b) ____ has knowingly chosen not to consult such a tax advisor.

         3.       The undersigned hereby states that the undersigned has decided
                  [check as applicable]:

         (a)      ____ to make an election pursuant to Section 83(b) of the
                  Code, and is submitting to the Company, together with the
                  undersigned's executed Early Exercise Notice and Restricted
                  Stock Purchase Agreement, an executed form entitled "Election
                  Under Section 83(b) of the Internal Revenue Code of 1986;" or

         (b) ____ not to make an election pursuant to Section 83(b) of the Code.

         4. Neither the Company nor any subsidiary or representative of the
Company has made any warranty or representation to the undersigned with respect
to the tax consequences of the undersigned's purchase of shares under the Plan
or of the making or failure to make an election pursuant to Section 83(b) of the
Code or the corresponding provisions, if any, of applicable state law.


Date:
     -------------------------------      -----------------------------------
                                          <>

Date:
     -------------------------------      -----------------------------------
                                          Spouse of<>




                                  ATTACHMENT C

                          ELECTION UNDER SECTION 83(b)
                      OF THE INTERNAL REVENUE CODE OF 1986

         The undersigned taxpayer hereby elects, pursuant to Section 83(b) of
the Internal Revenue Code, to include in taxpayer's gross income or alternative
minimum taxable income, as applicable, for the current taxable year, the amount
of any income that may be taxable to taxpayer in connection with taxpayer's
receipt of the property described below:

1.       The name, address, taxpayer identification number and taxable year of
         the undersigned are as follows:

         NAME OF TAXPAYER: <>

         ADDRESS:
                   --------------------------------------




         IDENTIFICATION NO. OF TAXPAYER:  _______________

         TAXABLE YEAR:  200___

2.       The property with respect to which the election is made is described as
         follows:

         ______________ shares of the Common Stock of Berkana Wireless Inc., a
         Delaware corporation (the "Company").

3.       The date on which the property was transferred is:  _______________

4.       The property is subject to the following restrictions:

         Repurchase option at cost in favor of the Company upon termination of
         taxpayer's employment or consulting relationship.

5.       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, of such property is: $____________

6.       The amount (if any) paid for such property: $____________

The undersigned has submitted a copy of this statement to the person for whom
the services were performed in connection with the undersigned's receipt of the
above-described property. The transferee of such property is the person
performing the services in connection with the transfer of said property.

The undersigned understands that the foregoing election may not be revoked
except with the consent of the Commissioner.

                                     Dated: ____________
                                                                    ---------
                                                      <>

                                     Dated: ____________
                                                                    ---------
                                                       Spouse of<>




                               RECEIPT AND CONSENT


         The undersigned hereby acknowledges receipt of a photocopy of
Certificate No. ______ for ________ shares of Common Stock of Berkana Wireless
Inc. (the "Company").

         The undersigned further acknowledges that the Secretary of the Company,
or his or her designee, is acting as escrow holder pursuant to the Early
Exercise Notice and Restricted Stock Purchase Agreement Purchaser has previously
entered into with the Company. As escrow holder, the Secretary of the Company,
or his or her designee, holds the original of the aforementioned certificate
issued in the undersigned's name.

Dated:  _______________

                                          ------------------------------
                                          <>




                                    EXHIBIT B

                              BERKANA WIRELESS INC.

                            2002 EXECUTIVE STOCK PLAN

             EXERCISE NOTICE AND RESTRICTED STOCK PURCHASE AGREEMENT


         This Agreement ("Agreement") is made as of____________, 200__ by and
between Berkana Wireless Inc., a Delaware corporation (the "Company"), and
<> ("Purchaser"). To the extent any capitalized terms used in this
Agreement are not defined, they shall have the meaning ascribed to them in the
2002 Executive Stock Plan.

         1. EXERCISE OF OPTION. Subject to the terms and conditions hereof,
Purchaser hereby elects to exercise his or her option to purchase __________
shares of the Common Stock (the "Shares") of the Company under and pursuant to
the Company's 2002 Executive Stock Plan (the "Plan") and the Stock Option
Agreement dated _______________, (the "Option Agreement"). The purchase price
for the Shares shall be $_______________ per Share for a total purchase price of
$__________. The term "Shares" refers to the purchased Shares and all securities
received in replacement of the Shares or as stock dividends or splits, all
securities received in replacement of the Shares in a recapitalization, merger,
reorganization, exchange or the like, and all new, substituted or additional
securities or other properties to which Purchaser is entitled by reason of
Purchaser's ownership of the Shares.

         2. TIME AND PLACE OF EXERCISE. The purchase and sale of the Shares
under this Agreement shall occur at the principal office of the Company
simultaneously with the execution and delivery of this Agreement in accordance
with the provisions of Section 3(b) of the Option Agreement. On such date, the
Company will deliver to Purchaser a certificate representing the Shares to be
purchased by Purchaser (which shall be issued in Purchaser's name) against
payment of the exercise price therefor by Purchaser by (a) check made payable to
the Company, (b) cancellation of indebtedness of the Company to Purchaser, (c)
delivery of shares of the Common Stock of the Company in accordance with Section
4 of the Option Agreement, or (d) by a combination of the foregoing.

         3. LIMITATIONS ON TRANSFER. In addition to any other limitation on
transfer created by applicable securities laws, Purchaser shall not assign,
encumber or dispose of any interest in the Shares except in compliance with the
provisions below and applicable securities laws.

                  (a) RIGHT OF FIRST REFUSAL. Before any Shares held by
Purchaser or any transferee of Purchaser (either being sometimes referred to
herein as the "Holder") may be sold or otherwise transferred (including transfer
by gift or operation of law), the Company or its assignee(s) shall have a right
of first refusal to purchase the Shares on the terms and conditions set forth in
this Section 3(a) (the "Right of First Refusal").

                           (i) NOTICE OF PROPOSED TRANSFER. The Holder of the
Shares shall deliver to the Company a written notice (the "Notice") stating: (i)
the Holder's bona fide intention to sell or otherwise transfer such Shares; (ii)
the name of each proposed purchaser or other transferee ("Proposed Transferee");
(iii) the number of Shares to be transferred to each Proposed Transferee; and
(iv) the terms and conditions of each proposed sale or transfer. The Holder
shall offer the Shares at the same price (the "Offered Price") and upon the same
terms (or terms as similar as reasonably possible) to the Company or its
assignee(s).



                           (ii) EXERCISE OF RIGHT OF FIRST REFUSAL. At any time
within thirty (30) days after receipt of the Notice, the Company and/or its
assignee(s) may, by giving written notice to the Holder, elect to purchase all,
but not less than all, of the Shares proposed to be transferred to any one or
more of the Proposed Transferees, at the purchase price determined in accordance
with subsection (iii) below.

                           (iii) PURCHASE PRICE. The purchase price ("Purchase
Price") for the Shares purchased by the Company or its assignee(s) under this
Section 3(a) shall be the Offered Price. If the Offered Price includes
consideration other than cash, the cash equivalent value of the non-cash
consideration shall be determined by the Board of Directors of the Company in
good faith.

                           (iv) PAYMENT. Payment of the Purchase Price shall be
made, at the option of the Company or its assignee(s), in cash (by check), by
cancellation of all or a portion of any outstanding indebtedness, or by any
combination thereof within 30 days after receipt of the Notice or in the manner
and at the times set forth in the Notice.

                           (v) HOLDER'S RIGHT TO TRANSFER. If all of the Shares
proposed in the Notice to be transferred to a given Proposed Transferee are not
purchased by the Company and/or its assignee(s) as provided in this Section
3(a), then the Holder may sell or otherwise transfer such Shares to that
Proposed Transferee at the Offered Price or at a higher price, provided that
such sale or other transfer is consummated within 60 days after the date of the
Notice and provided further that any such sale or other transfer is effected in
accordance with any applicable securities laws and the Proposed Transferee
agrees in writing that the provisions of this Section 3 shall continue to apply
to the Shares in the hands of such Proposed Transferee. If the Shares described
in the Notice are not transferred to the Proposed Transferee within such period,
or if the Holder proposes to change the price or other terms to make them more
favorable to the Proposed Transferee, a new Notice shall be given to the
Company, and the Company and/or its assignees shall again be offered the Right
of First Refusal before any Shares held by the Holder may be sold or otherwise
transferred.

                           (vi) EXCEPTION FOR CERTAIN FAMILY TRANSFERS. Anything
to the contrary contained in this Section 3(a) notwithstanding, the transfer of
any or all of the Shares during Purchaser's lifetime or on Purchaser's death by
will or intestacy to Purchaser's Immediate Family or a trust for the benefit of
Purchaser's Immediate Family shall be exempt from the provisions of this Section
3(a). "Immediate Family" as used herein shall mean spouse, lineal descendant or
antecedent, father, mother, brother or sister. In such case, the transferee or
other recipient shall receive and hold the Shares so transferred subject to the
provisions of this Section, and there shall be no further transfer of such
Shares except in accordance with the terms of this Section 3.

                  (b) INVOLUNTARY TRANSFER.

                           (i) COMPANY'S RIGHT TO PURCHASE UPON INVOLUNTARY
TRANSFER. In the event, at any time after the date of this Agreement, of any
transfer by operation of law or other involuntary transfer (including death or
divorce, but excluding a transfer to Immediate Family as set forth in Section
3(a)(vi) above) of all or a portion of the Shares by the record holder thereof,
the Company shall have an option to purchase all of the Shares transferred at
the greater of the purchase price paid by Purchaser pursuant to this Agreement
or the fair market value of the Shares on the date of transfer. Upon such a
transfer, the person acquiring the Shares shall promptly notify the Secretary of
the Company of such transfer. The right to purchase such Shares shall be
provided to the Company for a period of thirty (30) days following receipt by
the Company of written notice by the person acquiring the Shares.

                           (ii) PRICE FOR INVOLUNTARY TRANSFER. With respect to
any stock to be transferred pursuant to Section 3(b)(i), the price per Share
shall be a price set by the Board of

                                      -2-



Directors of the Company that will reflect the current value of the stock in
terms of present earnings and future prospects of the Company. The Company shall
notify Purchaser or his or her executor of the price so determined within thirty
(30) days after receipt by it of written notice of the transfer or proposed
transfer of Shares. However, if the Purchaser does not agree with the valuation
as determined by the Board of Directors of the Company, the Purchaser shall be
entitled to have the valuation determined by an independent appraiser to be
mutually agreed upon by the Company and the Purchaser and whose fees shall be
borne equally by the Company and the Purchaser.

                  (c) ASSIGNMENT. The right of the Company to purchase any part
of the Shares may be assigned in whole or in part to any shareholder or
shareholders of the Company or other persons or organizations.

                  (e) RESTRICTIONS BINDING ON TRANSFEREES. All transferees of
Shares or any interest therein will receive and hold such Shares or interest
subject to the provisions of this Agreement. Any sale or transfer of the
Company's Shares shall be void unless the provisions of this Agreement are
satisfied.

                  (f) TERMINATION OF RIGHTS. The right of first refusal granted
the Company by Section 3(a) above and the option to repurchase the Shares in the
event of an involuntary transfer granted the Company by Section 3(b) above shall
terminate upon the first sale of Common Stock of the Company to the general
public pursuant to a registration statement filed with and declared effective by
the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Securities Act"). Upon termination of the right of first refusal
described in Section 3(b) above, a new certificate or certificates representing
the Shares not repurchased shall be issued, on request, without the legend
referred to in Section 6(a)(ii) herein and delivered to Purchaser.

         4. INVESTMENT AND TAXATION REPRESENTATIONS. In connection with the
purchase of the Shares, Purchaser represents to the Company the following:

                  (a) Purchaser is aware of the Company's business affairs and
financial condition and has acquired sufficient information about the Company to
reach an informed and knowledgeable decision to acquire the Shares. Purchaser is
purchasing these securities for investment for his or her own account only and
not with a view to, or for resale in connection with, any "distribution" thereof
within the meaning of the Securities Act or under any applicable provision of
state law. Purchaser does not have any present intention to transfer the Shares
to any person or entity.

                  (b) Purchaser understands that the Shares have not been
registered under the Securities Act by reason of a specific exemption therefrom,
which exemption depends upon, among other things, the bona fide nature of
Purchaser's investment intent as expressed herein.

                  (c) Purchaser further acknowledges and understands that the
securities must be held indefinitely unless they are subsequently registered
under the Securities Act or an exemption from such registration is available.
Purchaser further acknowledges and understands that the Company is under no
obligation to register the securities. Purchaser understands that the
certificate(s) evidencing the securities will be imprinted with a legend which
prohibits the transfer of the securities unless they are registered or such
registration is not required in the opinion of counsel for the Company.

                  (d) Purchaser is familiar with the provisions of Rules 144 and
701, each promulgated under the Securities Act, which, in substance, permit
limited public resale of "restricted securities" acquired, directly or
indirectly, from the issuer of the securities (or from an affiliate of such
issuer), in a non-public offering subject to the satisfaction of certain
conditions. Purchaser understands that the Company provides no assurances as to
whether he or she will be able to resell

                                      -3-



any or all of the Shares pursuant to Rule 144 or Rule 701, which rules require,
among other things, that the Company be subject to the reporting requirements of
the Securities Exchange Act of 1934, as amended, that resales of securities take
place only after the holder of the Shares has held the Shares for certain
specified time periods, and under certain circumstances, that resales of
securities be limited in volume and take place only pursuant to brokered
transactions. Notwithstanding this paragraph (d), Purchaser acknowledges and
agrees to the restrictions set forth in paragraph (e) below.

                  (e) Purchaser further understands that in the event all of the
applicable requirements of Rule 144 or 701 are not satisfied, registration under
the Securities Act, compliance with Regulation A, or some other registration
exemption will be required; and that, notwithstanding the fact that Rules 144
and 701 are not exclusive, the Staff of the Securities and Exchange Commission
has expressed its opinion that persons proposing to sell private placement
securities other than in a registered offering and otherwise than pursuant to
Rule 144 or 701 will have a substantial burden of proof in establishing that an
exemption from registration is available for such offers or sales, and that such
persons and their respective brokers who participate in such transactions do so
at their own risk.

                  (f) Purchaser understands that Purchaser may suffer adverse
tax consequences as a result of Purchaser's purchase or disposition of the
Shares. Purchaser represents that Purchaser has consulted any tax consultants
Purchaser deems advisable in connection with the purchase or disposition of the
Shares and that Purchaser is not relying on the Company for any tax advice.

         5. RESTRICTIVE LEGENDS AND STOP-TRANSFER ORDERS.

                  (a) LEGENDS. The certificate or certificates representing the
Shares shall bear the following legends (as well as any legends required by
applicable state and federal corporate and securities laws):

                           (i)      THE SHARES REPRESENTED BY THIS CERTIFICATE
                                    HAVE NOT BEEN REGISTERED UNDER THE
                                    SECURITIES ACT OF 1933, AS AMENDED (THE
                                    "ACT"), OR REGISTERED OR QUALIFIED UNDER THE
                                    SECURITIES LAWS OF ANY STATE OR OTHER
                                    JURISDICTION, AND MAY ONLY BE SOLD, PLEDGED,
                                    TRANSFERRED OR OTHERWISE DISPOSED OF BY THE
                                    HOLDER IF SUBSEQUENTLY REGISTERED UNDER THE
                                    ACT AND REGISTERED OR QUALIFIED UNDER ANY
                                    APPLICABLE STATE OR OTHER SECURITIES LAWS,
                                    UNLESS THE COMPANY DETERMINES THAT EXEMPTION
                                    FROM SUCH REGISTRATION REQUIREMENT IS
                                    AVAILABLE.

                           (ii)     THE SECURITIES REPRESENTED BY THIS
                                    CERTIFICATE ARE SUBJECT TO THE TERMS OF A
                                    STOCK PURCHASE AGREEMENT (THE "AGREEMENT")
                                    BETWEEN THE COMPANY AND THE HOLDER OF SUCH
                                    SECURITIES. PURSUANT TO THE TERMS OF SUCH
                                    AGREEMENT, THE COMPANY HAS A RIGHT OF FIRST
                                    REFUSAL WITH RESPECT TO TRANSFER OF SUCH
                                    SECURITIES AND HAS A RIGHT TO REPURCHASE THE
                                    SECURITIES UNDER CERTAIN CIRCUMSTANCES. A
                                    COPY OF THE AGREEMENT CAN BE OBTAINED UPON
                                    REQUEST BY THE HOLDER OF THIS CERTIFICATE
                                    FROM THE SECRETARY OF THE COMPANY.

                                      -4-




                  (b) STOP-TRANSFER NOTICES. Purchaser agrees that, in order to
ensure compliance with the restrictions referred to herein, the Company may
issue appropriate "stop transfer" instructions to its transfer agent, if any,
and that, if the Company transfers its own securities, it may make appropriate
notations to the same effect in its own records.

                  (c) REFUSAL TO TRANSFER. The Company shall not be required (i)
to transfer on its books any Shares that have been sold or otherwise transferred
in violation of any of the provisions of this Agreement or (ii) to treat as
owner of such Shares or to accord the right to vote or pay dividends to any
purchaser or other transferee to whom such Shares shall have been so
transferred.

         6. NO EMPLOYMENT RIGHTS. Nothing in this Agreement shall affect in any
manner whatsoever the right or power of the Company, or a parent or subsidiary
of the Company, to terminate Purchaser's employment or consulting relationship,
for any reason, with or without cause.

         7. LOCK-UP AGREEMENT. In connection with the initial public offering of
the Company's securities and upon request of the Company or the underwriters
managing any underwritten offering of the Company's securities, Purchaser agrees
not to sell, make any short sale of, loan, grant any option for the purchase of,
or otherwise dispose of any securities of the Company however or whenever
acquired (other than those included in the registration) without the prior
written consent of the Company or such underwriters, as the case may be, for
such period of time (not to exceed 180 days) from the effective date of such
registration as may be requested by the Company or such managing underwriters
and to execute an agreement reflecting the foregoing as may be requested by the
underwriters at the time of the public offering.

         8. MISCELLANEOUS.

                  (a) GOVERNING LAW. This Agreement and all acts and
transactions pursuant hereto and the rights and obligations of the parties
hereto shall be governed, construed and interpreted in accordance with the laws
of the State of California, without giving effect to principles of conflicts of
law.

                  (b) ENTIRE AGREEMENT; ENFORCEMENT OF RIGHTS. This Agreement
sets forth the entire agreement and understanding of the parties relating to the
subject matter herein and merges all prior discussions between them. No
modification of or amendment to this Agreement, nor any waiver of any rights
under this Agreement, shall be effective unless in writing signed by the parties
to this Agreement. The failure by either party to enforce any rights under this
Agreement shall not be construed as a waiver of any rights of such party.

                  (c) SEVERABILITY. If one or more provisions of this Agreement
are held to be unenforceable under applicable law, the parties agree to
renegotiate such provision in good faith. In the event that the parties cannot
reach a mutually agreeable and enforceable replacement for such provision, then
(i) such provision shall be excluded from this Agreement, (ii) the balance of
the Agreement shall be interpreted as if such provision were so excluded and
(iii) the balance of the Agreement shall be enforceable in accordance with its
terms.

                  (d) CONSTRUCTION. This Agreement is the result of negotiations
between and has been reviewed by each of the parties hereto and their respective
counsel, if any; accordingly, this Agreement shall be deemed to be the product
of all of the parties hereto, and no ambiguity shall be construed in favor of or
against any one of the parties hereto.

                                      -5-



                  (e) NOTICES. Any notice required or permitted by this
Agreement shall be in writing and shall be deemed sufficient when delivered
personally or sent by telegram or fax or forty-eight (48) hours after being
deposited in the U.S. mail, as certified or registered mail, with postage
prepaid, and addressed to the party to be notified at such party's address as
set forth below or as subsequently modified by written notice.

                  (f) COUNTERPARTS. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original and all of which
together shall constitute one instrument.

                  (g) SUCCESSORS AND ASSIGNS. The rights and benefits of this
Agreement shall inure to the benefit of, and be enforceable by the Company's
successors and assigns. The rights and obligations of Purchaser under this
Agreement may only be assigned with the prior written consent of the Company.

                  (h) California Corporate Securities Law. THE SALE OF THE
SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH
THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF
THE SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION
THEREFOR PRIOR TO THE QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES
IS EXEMPT FROM QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA
CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY
CONDITIONED UPON THE QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.

                            [Signature Page Follows]

                                      -6-




         The parties have executed this Exercise Notice and Restricted Stock
Purchase Agreement as of the date first set forth above.

                                   COMPANY:

                                   BERKANA WIRELESS INC.


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


                                   PURCHASER:


                                   -----------------------------------------
                                   <>


                                   Address:

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

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

I, ______________________, spouse of <>, have read and hereby approve
the foregoing Agreement. In consideration of the Company's granting my spouse
the right to purchase the Shares as set forth in the Agreement, I hereby agree
to be irrevocably bound by the Agreement and further agree that any community
property or other such interest shall hereby by similarly bound by the
Agreement. I hereby appoint my spouse as my attorney-in-fact with respect to any
amendment or exercise of any rights under the Agreement.


                                   ----------------------------------------
                                   Spouse of<>

                                      -7-



                                     RECEIPT

         The undersigned hereby acknowledges receipt of Certificate No. _____
for __________ shares of Common Stock of Berkana Wireless Inc.


Dated:  _______________

                                                ---------------------------
                                                <>



                               RECEIPT AND CONSENT

         The undersigned hereby acknowledges receipt of a photocopy Certificate
No. _____ purchaser for __________ shares of Common Stock of Berkana Wireless
Inc. (the "Company").

         The undersigned further acknowledges that the Secretary of the Company,
or his or her designee, holds the original of the aforementioned certificate
issued in the undersigned's name.


Dated:  _______________

                                  -------------------------------
                                  <>




                                     RECEIPT

                  Berkana Wireless Inc. (the "Company") hereby acknowledges
         receipt of (check as applicable):

         _____      A check in the amount of $__________

         _____      The cancellation of indebtedness in the amount of $_______

         _____      Certificate No. ____ representing ______ shares of the
                    Company's Common Stock with a fair market value of $______

given by<>as consideration for Certificate No. ______ for ___________
shares of Common Stock of the Company.


Dated:  ______________
                                   BERKANA WIRELESS INC.


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


                                   Name:
                                         -------------------------------
                                              (print)

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