As filed with the Securities and Exchange Commission on September 18, 1998

                                                     Registration No. 333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933

                                  GO2NET, INC.
               (Exact name of issuer as specified in its charter)

                   Delaware                    91-1710182
          (State of Incorporation) (IRS Employer Identification Number)

             999 Third Avenue, Suite 4700, Seattle, Washington 98104
                    (Address of Principal Executive Offices)

                                 (206) 447-1595
              (Registrant's telephone number, including area code)


                       GO2NET, INC. 1996 STOCK OPTION PLAN
                     SILICON INVESTOR, INC. 1996 STOCK PLAN
                            (Full title of the Plan)

                         Michael J. Riccio, Jr., Esquire
                           Hutchins, Wheeler & Dittmar
                           A Professional Corporation
                               101 Federal Street
                           Boston, Massachusetts 02110
                                 (617) 951-6600
            (Name, address and telephone number of agent for service)

--------------------------------------------------------------------------------
                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                  Proposed             Proposed
 Title of                                          Maximum              Maximum
Securities             Amount                     Offering             Aggregate                  Amount of
  to be                to be                        Price               Offering                 Registration
Registered          Registered(l)                 Per Share              Price                        Fee

<S>                 <C>                       <C>                 <C>                      <C>
go2net, Inc.
1996 Stock
Option Plan

Common Stock,         1,732,250                  $ 15.34(2)         $26,572,715                    $7,838.95
par value               767,750                     14.688(3)        11,276,712                     3,326.63
$.01 per share
<PAGE>
Silicon Investor, Inc.
1996 Stock Plan(4)

Common Stock,            11,957                  $0.43(2)              $5,141.51                     $1.52
par value
$.01 per share

                     ----------                                        ------------                 ---------
       Totals:        2,511,957                                        $37,854,568.51               $11,167.10

</TABLE>
-------------------

(1) Registrant is  registering  an aggregate of 2,500,000  shares under its 1996
Stock  Option Plan  pursuant to this  Registration  Statement.  Also  registered
hereunder  are such  additional  number of shares  of  Common  Stock,  presently
indeterminable,  as may be necessary to satisfy the  antidilution  provisions of
the Plan to which this Registration Statement relates.

(2) All such shares are issuable upon exercise of outstanding options with fixed
exercise prices.  Pursuant to Rule 457(h),  the aggregate offering price and the
fee have been  computed  upon the basis of the price at which the options may be
exercised.

(3) None of such shares are subject to outstanding  options.  The exercise price
of such options shall be determined at the time of grant. Accordingly,  pursuant
to Rule 457(c) and (h), the price of $14.688 per share,  which is the average of
the high and low sale prices reported on the Nasdaq SmallCap Market on September
16, 1998, is set forth solely for purposes of calculating the filing fee.

(4)  Pursuant  to the  Agreement  and Plan of Merger  dated as of April 22, 1998
among Registrant,  Silicon Acquisition Corp., Silicon Investor,  Inc. ("SI") and
certain  stockholders of SI, Registrant assumed,  effective as of June 23, 1998,
all of the outstanding  options to purchase Common Stock of SI under the Silicon
Investor,  Inc.  1996 Stock Plan,  and such options  became  options to purchase
shares of Registrant's Common Stock, with appropriate  adjustments to the number
of shares and exercise price of each assumed option.

                                      - 2 -
<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference

         The Company hereby  incorporates  by reference the documents  listed in
(a) through (e) below.  In addition,  all  documents  subsequently  filed by the
Company  pursuant  to  Section  13(a),  13(c),  14 and  15(d) of the  Securities
Exchange  Act of 1934  (prior  to  filing of a  Post-Effective  Amendment  which
indicates that all securities  offered have been sold or which  deregisters  all
securities  then  remaining  unsold)  shall  be  deemed  to be  incorporated  by
reference in this Registration  Statement and to be a part thereof from the date
of filing of such documents.  Any statement contained in a document incorporated
by reference  herein shall be deemed to be modified or  superseded  for purposes
hereof  to the  extent  that  a  statement  contained  herein  (or in any  other
subsequently  filed document  which also is  incorporated  by reference  herein)
modifies  or  supersedes  such  statement.  Any such  statement  so  modified or
superseded  shall  not be  deemed  to  constitute  a part  hereof,  except as so
modified or superseded.

         (a) The  Company's  Annual  Report  on Form  10-K  for the  year  ended
September 30, 1998.

         (b) The Company's  definitive  Proxy  Statement dated January 28, 1998,
filed in  connection  with the  Company's  March  12,  1998  Annual  Meeting  of
Stockholders.

         (c) The Company's Quarterly Reports on Form 10-Q for the quarters ended
December 31, 1997, March 31, 1998 and June 30, 1998.

         (d) The  Company's  Current  Reports on Form 8-K and Form 8-K/A,  filed
with the Commission on July 6, 1998, August 13, 1998 and September 18, 1998.

         (e) The description of the Company's Common Stock which is contained in
the Registration Statement on Form 8-A filed by the Company under the Securities
Exchange Act of 1934, including any amendment or report filed for the purpose of
updating such description.

Item 4.  Description of Securities

         Inapplicable.


                                      - 3 -

<PAGE>



Item 5.  Interests of Named Experts and Counsel

         The  validity of the  authorization  and  issuance of the Common  Stock
offered  hereby  will be passed  upon for the  Company  by  Hutchins,  Wheeler &
Dittmar, A Professional Corporation,  Boston, Massachusetts.  Michael J. Riccio,
Jr., a shareholder of Hutchins,  Wheeler & Dittmar, is a director of the Company
and owns 15,000 shares of Common Stock and options to purchase  25,000 shares of
Common Stock.

Item 6.  Indemnification of Directors and Officers

         The Delaware  General  Corporation  Law and the  Company's  Amended and
Restated  By-laws  provide for  indemnification  of the Company's  directors and
officers for liabilities and expenses that they may incur in such capacities. In
general, directors and officers are indemnified with respect to actions taken in
good faith in a manner reasonably believed to be in, or not opposed to, the best
interests of the Company, and with respect to any criminal action or proceeding,
actions that the indemnitee has no reasonable choice to believe were unlawful.

         The Company  has  purchased  insurance  with  respect  to,  among other
things,  the liabilities that may arise under the provisions  referred to above.
The  directors  and  officers of the Company  also are insured  against  certain
liabilities,  including certain  liabilities arising under the Securities Act of
1933, as amended, which might be incurred by them in such capacities and against
which they are not indemnified by the Company.

Item 7.  Exemption from Registration Claimed

         Not Applicable.

Item 8.  Exhibits

<TABLE>
<CAPTION>
              Number                Description
<S>           <C>                   <C>

              4.1                   Specimen of Stock Certificate representing shares of Common Stock
                                    (incorporated by reference to the Company's Registration Statement
                                    on Form S-1 filed with the Securities and Exchange Commission
                                    (Reg. No. 333-19051))

              4.2                   go2net, Inc. 1996 Stock Option Plan, as amended (incorporated by
                                    reference to the Company's Registration Statement on Form S-1
                                    filed with the Securities and Exchange Commission (Reg. No. 333-
                                    19051))

              4.3                   Silicon Investor, Inc. 1996 Stock Plan

</TABLE>
<PAGE>
<TABLE>
<S>           <C>                   <C>

              5.1                   Opinion of Hutchins, Wheeler & Dittmar, A Professional
                                    Corporation, as to legality of shares being registered and consent of
                                    Hutchins, Wheeler & Dittmar, A Professional Corporation

              23.1                  Consent of Ernst & Young LLP, Independent Auditors
</TABLE>

Item 9.  Undertakings

        The undersigned Registrant hereby undertakes the following:

        (a)  The undersigned Registrant hereby undertakes:

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

                   (i)   To include any prospectus required by Section 10(a)(3) 
                         of the Securities Act of 1933;

                   (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;

                   (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 (a)(l)(i) and (a)(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  Securities  Exchange  Act of 1934 that are
incorporated by reference in the registration statement.

        (2)  That,  for the  purpose  of  determining  any  liability  under the
Securities Act of 1933, 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.


                                      - 5 -

<PAGE>



                (b) The undersigned  registrant  hereby undertakes to deliver or
cause to be delivered with the prospectus, to each person to whom the prospectus
is  sent  or  give,  the  latest  annual  report  to  security  holders  that is
incorporated  by  reference  in the  prospectus  and  furnished  pursuant to and
meeting  the  requirements  of Rule  14a-3 or Rule  14c-3  under the  Securities
Exchange Act of 1934; and, where interim  financial  information  required to be
presented by Article 3 of Regulation S-X are not set forth in the prospectus, to
deliver,  or cause to be delivered to each person to whom the prospectus is sent
or given,  the latest  quarterly  report that is  specifically  incorporated  by
reference in the prospectus to provide such interim financial information.

                (c) The  undersigned  registrant  hereby  undertakes  that,  for
purposes of determining  any liability  under the  Securities Act of 1933,  each
filing of the  registrant's  annual report  pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee  benefit  plan's annual  report  pursuant to section 15(d) of the
Securities  Exchange  Act of 1934)  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.

                (d) The undersigned registrant hereby undertakes,  that, insofar
as indemnification  for liabilities arising under the Securities Act of 1933 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  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 Act and will be governed by the final adjudication of
such issue.


                       * * * * * * * * * * * * * * * * * *


                                      - 6 -
<PAGE>

                                   SIGNATURES

        Pursuant  to  the  requirements  of the  Securities  Act  of  1933,  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 Seattle, Washington on September 18, 1998.

                                  GO2NET, INC.


                              /s/ Russell C. Horowitz
                                  Russell C. Horowitz
                                  President and Chief Executive Officer


        KNOW ALL MEN BY THESE PRESENTS that each person whose signature  appears
below constitutes and appoints Russell C. Horowitz and John Keister, and each of
them,   with  the  power  to  act  without  the  other,   his  true  and  lawful
attorney-in-fact  and agent, with full power of substitution and resubstitution,
for him or in his name,  place and stead,  in any and all capacities to sign any
and all amendments or post-effective  amendments to this Registration Statement,
and to file  the  same,  with all  exhibits  thereto,  and  other  documents  in
connection therewith, with the Securities and Exchange Commission, granting unto
said  attorney-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite or necessary to be done in
and about the  premises,  as fully to all  intents  and  purposes as he might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  said
attorney-in-fact and agents or either of them, or their or his substitutes,  may
lawfully do or cause to be done by virtue hereof.

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

         Signature         Title                          Date



/s/Russell C. Horowitz     President, Chief               September 18, 1998
Russell C. Horowitz        Executive Officer,
                           Chief Financial Officer
                           and Director
                           (principal executive
                           officer and principal
                           financial and accounting
                           officer)

/s/John Keister            Chief Operating Officer        September 18, 1998
John Keister               and Director


/s/Dennis Cline            Director                       September 18, 1998
Dennis Cline


/s/Michael J. Riccio, Jr.  Director                       September 18, 1998
Michael J. Riccio, Jr.


/s/Martin L. Schoffstall   Director                       September  18, 1998
Martin L. Schoffstall


                                      - 7 -
<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549






                                    EXHIBITS

                                       to

                                    FORM S-8



                             REGISTRATION STATEMENT

                                      under

                           THE SECURITIES ACT OF 1933




                                  GO2NET, INC.
             (Exact name of registrant as specified in its charter)




                                      - 8 -
<PAGE>
                                                                     EXHIBIT 4.3
                             SILICON INVESTOR, INC.
                                 1996 STOCK PLAN

         1.  Purposes of the Plan.  The  purposes of this 1996 Stock Plan are to
attract and retain the best  available  personnel for  positions of  substantial
responsibility,  to provide additional incentive to Employees and Consultants of
the Company  and its  Subsidiaries  and to promote the success of the  Company's
business.  Options  granted  under the Plan may be incentive  stock  options (as
defined  under  Section  422 of the  Code) 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,  as  amended,  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 any of its 
Committees appointed pursuant to Section 4 of the Plan.

                  (b)      "Board"' means the Board of Directors of the Company.

                  (c)      "Code"' means the Internal Revenue Code of 1986, as 
amended.

                  (d)      "Committee" means the Committee appointed by the 
Board of Directors in accordance with Section 4(a) of the Plan.

                  (e)      "Common Stock" means the Common Stock of the Company.

                  (f)      "Company" means Silicon Investor, Inc., a Delaware 
corporation.

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

                  (h)      "Continuous Status as an Employee or Consultant" 
means the absence of any interruption or termination of service as an Employee 

                                      - 9 -
<PAGE>
or  Consultant.  Continuous  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 Subsidiaries or their respective  successors.  For purposes of this
Plan, a change in status from an Employee to a  Consultant  or from a Consultant
to an Employee will not constitute an  interruption  of Continuous  Status as an
Employee or Consultant.

                  (i)  "Employee"  means  any  person,  including  officers  and
directors,  employed by the Company or any Parent or  Subsidiary of the Company,
with the status of employment determined based upon such minimum number of hours
or periods worked as shall be determined by the Administrator in its discretion,
subject  to any  requirements  of the Code.  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.

                  (j)      "Exchange Act" means the Securities Exchange Act of 
1934, as amended.

                  (k)      "Fair Market Value" means, as of any date, the fair 
market value of Common Stock determined as follows:

                           (i)      If the Common Stock is listed on any 
established  stock  exchange  or a  national  market  system  including  without
limitation  the  National  Market  of the  National  Association  of  Securities
Dealers, Inc. Automated Quotation ("Nasdaq") 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  exchange  with the
greatest volume of trading in Common Stock for the last market trading day prior
to the time of  determination,  as reported  in The Wall Street  Journal or such
other source as the Administrator deems reliable;
                           (ii)     If the Common Stock is quoted on the Nasdaq 
System  (but not on the  National  Market  thereof)  or  regularly  quoted  by a
recognized  securities  dealer but  selling  prices are not  reported,  its Fair
Market Value shall be the mean between the high bid and low asked prices for the
Common Stock for the last market trading day prior to the time of determination,
as reported in The Wall Street Journal or such other source as the Administrator
deems reliable; or

                                     - 10 -
<PAGE>

                           (iii)     In the absence of an established market for
the Common  Stock,  the Fair Market Value  thereof  shall be  determined in good
faith by the Administrator.

                  (l)  "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 written option agreement.

                  (m)  "Nonstatutory  Stock Option" means an Option not intended
to qualify as an Incentive Stock Option, as designated in the applicable written
option agreement.

                  (n)      "Option" means a stock option granted pursuant to the
Plan.

                  (o)      "Optioned Stock" means the Common Stock subject to an
Option or a Stock Purchase Right.

                  (p)      "Optionee" means an Employee or Consultant who 
receives an Option or a Stock Purchase Right.

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

                  (r)      "Plan," means this 1996 Stock Plan.

                  (s) "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 l6a-3
under the Exchange Act.

                  (t)  "Restricted  Stock" means shares of Common Stock acquired
pursuant to a grant of a Stock Purchase Right under Section 10 below.

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

                  (v)      "Share" means a share of the Common Stock, as 
adjusted in accordance with Section 12 of the Plan.

                  (w) "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.

                                     - 11 -
<PAGE>
                  (x)      "Stock Purchase Right" means the right to purchase 
Common Stock pursuant to Section 10 below.

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

         3. Stock Subject to the Plan.  Subject to the  provisions of Section 12
of the Plan,  the maximum  aggregate  number of Shares that may be optioned  and
sold  under the Plan is  1,500,000  shares of Common  Stock.  The  Shares may be
authorized, but unissued, or reacquired Common Stock. If an Option should expire
or become  unexercisable  for any reason  without having been exercised in full,
the unpurchased  Shares that were subject  thereto shall,  unless the Plan shall
have been  terminated,  become  available  for future  grant under the Plan.  In
addition,  any Shares of Common  Stock which are  retained  by the Company  upon
exercise of an Option or Stock  Purchase  Right in order to satisfy the exercise
or purchase  price for such Option or Stock  Purchase  Right or any  withholding
taxes due with respect to such exercise shall be treated as not issued and shall
continue  to be  available  under the Plan.  Shares  repurchased  by the Company
pursuant  to any  repurchase  right  which  the  Company  may have  shall not be
available for future grant under the Plan.

         4.       Administration of the Plan.

                  (a)      Initial Plan Procedure. Prior to the date, if any, 
upon which the Company becomes subject to the Exchange Act, the Plan shall be 
administered by the Board or a committee appointed by the Board.

                  (b)      Plan Procedure After the Date, if any, Upon Which the
Company Becomes Subject to the Exchange Act.

                           (i)      Multiple Administrative Bodies. If permitted
by Rule 16b-3,  grants  under  the Plan may be made by  different  bodies  with 
respect  to directors,  non-director  officers  and  Employees  or  Consultants 
who are not Reporting Persons.

                           (ii)     Administration With Respect to Reporting 
Persons. With respect to grants of Options or Stock Purchase Rights to Employees
who are  Reporting  Persons,  such grants  shall be made by (A) the Board if the
Board may make grants to Reporting  Persons  under the Plan in  compliance  with
Rule 16b-3, or (B) a committee designated by the Board to make such grants under
the Plan,  which  committee  shall be  constituted in such a manner as to permit
grants under the Plan to comply with Rule 16b-3. Once appointed,  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 the committee  

                                     - 12 -

<PAGE>



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 the  committee and  thereafter  directly make
grants to Reporting  Persons under the Plan, all to the extent permitted by Rule
16b-3.

                           (iii)    Administration With Respect to Consultants 
and Other Employees.  With respect to grants of Options or Stock Purchase Rights
to Employees or  Consultants  who are not Reporting  Persons,  the Plan shall be
administered by (A) the Board or (B) a committee  designated by the Board, which
committee  shall  be  constituted  in such a  manner  as to  satisfy  the  legal
requirements  relating to the administration of incentive stock option plans, if
any,  of  California  corporate  and  securities  laws,  of the  Code and of any
applicable  Stock  Exchange  (the  "Applicable  Laws").  Once  appointed,   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 the
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 the Committee and thereafter  directly
administer the Plan, all to the extent permitted by the Applicable Laws.

                  (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,   and  subject  to  the  approval  of  any  relevant
authorities,  including the approval,  if required,  of any Stock Exchange,  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(k) of the Plan;

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

                           (iii)    to determine whether and to what extent 
Options and Stock Purchase Rights or any combination thereof are granted 
hereunder,

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

                           (v)      to approve forms of agreement for use under 
the Plan;

                           (vi)     to determine the terms and conditions, not 
inconsistent with the terms of the Plan, of any award granted hereunder;

                                     - 13 -
<PAGE>

                           (vii)    to determine whether and under what 
circumstances an Option may be settled in cash under Section 9(f) instead of 
Common Stock;

                           (viii)   to reduce the exercise p ice of any Option 
to the then current Fair Market Value if the Fair Market  Value of the Common 
Stock  covered by such Option shall have declined since the date the Option was 
granted;

                           (ix)     to determine the terms and restrictions 
applicable to Stock Purchase Rights and the Restricted Stock purchased by 
exercising such Stock Purchase Rights, and

                           (x)      to construe and interpret the terms of the 
Plan and awards granted pursuant to the Plan; 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.

                  (d)     Effect of Administrator's Decision.  All decisions, 
determinations  and  interpretations  of the  Administrator  shall be final  and
binding on all holders of Options or Stock Purchase Rights.

         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. An Employee or Consultant who has been
granted  an  Option  or Stock  Purchase  Right  may,  if he or she is  otherwise
eligible, be granted additional Options or Stock Purchase Rights.

                  (b) Type of Option.  Each Option  shall be  designated  in the
written option  agreement as either an incentive  Stock Option or a Nonstatutory
Stock Option. However, notwithstanding such designations, 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(b),  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.

                                     - 14 -
<PAGE>
                  (c) The Plan shall not confer upon any Optionee any right with
respect to  continuation  of  employment  or  consulting  relationship  with the
Company,  nor shall it  interfere in any way with such  Optionee'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 the earlier to
occur  of its  adoption  by the  Board  of  Directors  or  its  approval  by the
stockholders  of the Company as  described  in Section 19 of the Plan.  It shall
continue in effect for a term of ten (IO) years unless sooner  terminated  under
Section 15 of the Plan.

         7. Term of 0ption.  The term of each Option shall be the term stated in
the Option Agreement; provided, however, that the term shall be no more than ten
(10)  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 an Optionee  who, at the time the Option is
granted,  owns  stock  representing  more  than ten  percent  (10%) of the total
combined  voting  power of all  classes of stock of the Company or any Parent or
Subsidiary,  the term of the  Option  shall be five (5)  years  from the date of
grant  thereof or such  shorter  term as may be provided  in the written  option
agreement.

         8.       Option Exercise Price and Consideration.

                  (a) 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
Board and set forth in the  applicable  agreement,  but shall be  subject to the
following:

                           (i)       In the case of an Incentive Stock Option
that is:

                                    (A)     granted to an Employee who, at the 
time of the grant of such Incentive Stock Option,  owns stock  representing more
than ten  percent  (10%) of the total  combined  voting  power of all classes of
stock of the Company or any Parent or  Subsidiary,  the per Share exercise price
shall be no less  than  110% of the Fair  Market  Value per Share on the date of
grant.

                                    (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 
that is:

                                    (A)     granted to a person who, at the time
of the grant of such Option, owns stock representing more than ten percent (10%)
of the total combined voting power of all classes of stock of the Company or any

                                     - 15 -
<PAGE>

Parent or  Subsidiary,  the per Share exercise price shall be no less than I 10%
of the Fair Market Value per Share on the date of the grant.

                                    (B)    granted to any person, the per Share 
exercise price shall be no less than 85% of the Fair Market Value per Share on 
the date of grant.

                  (b) 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)  promissory  note  (subject to the  provisions of Section 153 of the
Delaware  General  Corporation  Law),  (4) other  Shares that (x) in the case of
Shares acquired upon exercise of an Option,  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 a charge to the Company's earnings, and (y) have a Fair Market
Value on the date of  surrender  equal to the  aggregate  exercise  price of the
Shares as to which such Option shall be  exercised,  (5)  authorization  for the
Company  to  retain  from the total  number of Shares as to which the  Option is
exercised  that  number  of  Shares  having a Fair  Market  Value on the date of
exercise  equal to the exercise price for the total number of Shares as to which
the Option is exercised,  (6) delivery of a properly  executed  exercise  notice
together with such other  documentation as the  Administrator and the broker, if
applicable,  shall  require to effect an exercise of the Option and  delivery to
the Company of the sale or loan proceeds  required to pay the exercise price and
any  applicable  income or  employment  taxes,  (7)  delivery of an  irrevocable
subscription  agreement  for the Shares that  irrevocably  obligates  the option
holder to take and pay for the Shares not more than twelve months after the date
of delivery of the subscription agreement,  (8) any combination of the foregoing
methods of payment,  or (9) such other  consideration  and method of payment for
the issuance of Shares to the extent  permitted under Applicable Laws. 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.

         9.       Exercise of Option.

                  (a)  Procedure  for  Exercise;  Rights as a  Stockholder.  Any
Option  granted  hereunder  shall be  exercisable  at such  times and under such
conditions  as  determined  by the  Administrator,  and reflected in the written
option  agreement,  which may include vesting  requirements  and/or  performance
criteria  with respect to the Company  and/or the  Optionee;  provided that such
Option shall become exercisable at the rate of at least twenty percent (20%) per
year over five (5) years from the date the Option is granted.  In the event that
any of the Shares issued upon exercise of an Option should be subject to a right
of repurchase in the Company's  favor,  such repurchase right shall lapse at the

                                     - 16 -
<PAGE>

rate of at least twenty percent (20%) per year over five (5) years from the date
the Option is granted.

                           An Option may not be  exercised  for a fraction  of a
Share.

                           An Option shall be deemed to be 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 Board,  consist of
any  consideration  and method of payment  allowable  under  Section 8(b) of the
Plan. Until the issuance (as evidenced by the appropriate  entry on the books of
the Company or of a duly authorized  transfer agent of the Company) of the stock
certificate evidencing such Shares, no right to vote or receive dividends or any
other fights as a  stockholder  shall exist with respect to the Optioned  Stock,
not withstanding  the exercise of the Option.  The Company shall issue (or cause
to be issued) such stock  certificate  promptly upon exercise of the Option.  No
adjustment  will be made for a dividend or other fight for which the record date
is prior to the date the stock  certificate  is issued,  except as  provided  in
Section 12 of the Plan.

                           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.

                  (b)  Termination  of Employment  or  Consulting  Relationship.
Subject to Section 9(c), in the event of termination of an Optionee's Continuous
Status as an Employee or  Consultant  with the Company,  such  Optionee may, but
only within  three (3) months (or such other period of time not less than thirty
(30) days as is determined by the Administrator,  with such determination in the
case of an Incentive  Stock Option being made at the time of grant of the Option
and not exceeding three (3) months) after the date of such  termination  (but in
no event later than the expiration  date of the term of such Option as set forth
in the Option  Agreement),  exercise  his or her  Option to the extent  that the
Optionee  was  entitled to exercise it at the date of such  termination.  To the
extent that Optionee was not entitled to exercise the Option at the date of such
termination,  or if  Optionee  does not  exercise  such  Option to the extent so
entitled  within the time  specified  herein,  the Option  shall  terminate.  No
termination  shall be deemed to occur and this  Section  9(b) 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.

                                     - 17 -
<PAGE>

                  (c)      Disability of Optionee.

                           (i)      Notwithstanding Section 9(b) above, in the 
event of  termination  of an  Optionee's  Continuous  Status as an  Employee  or
Consultant as a result of his or her total and permanent  disability (within the
meaning of Section  22(e)(3) of the Code),  Optionee may, but only within twelve
(12)  months from the date of such  termination  (but in no event later than the
expiration  date  of the  term  of  such  Option  as  set  forth  in the  Option
Agreement),  exercise the Option to the extent otherwise entitled to exercise it
at the date of such termination. To the extent that Optionee was not entitled to
exercise the Option at the date of termination, or if Optionee does not exercise
such  Option to the extent so entitled  within the time  specified  herein,  the
Option shall terminate.

                           (ii)     In the event of termination of an Optionee's
Continuous Status as an Employee or Consultant as a result of a disability which
does not fall within the meaning of total and permanent disability (as set forth
in Section  22(e)(3) of the Code),  Optionee may, but only within six (6) months
from the date of such  termination  (but in no event  later than the  expiration
date of the term of such Option as set forth in the Option Agreement),  exercise
the Option to the extent  otherwise  entitled to exercise it at the date of such
termination.  However,  to the extent  that such  Optionee  fails to exercise an
Option which is an Incentive Stock Option ("ISO") (within the meaning of Section
422 of the Code)  within three (3) months of the date of such  termination,  the
Option  will not qualify for ISO  treatment  under the Code.  To the extent that
Optionee was not entitled to exercise the Option at the date of termination,  or
if Optionee does not exercise  such Option to the extent so entitled  within six
months (6) from the date of termination, the Option shall terminate.

                  (d)  Death  of  0ptionee.  In the  event  of the  death  of an
Optionee  during the period of  Continuous  Status as an Employee or  Consultant
since the date of grant of the  Option,  or within  thirty  (30) days  following
termination of Optionee's  Continuous  Status as an Employee or Consultant,  the
Option may be exercised, at any time within six (6) months following the date of
death (but in no event later than the expiration date of the term of such Option
as set forth in the Option  Agreement),  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 of the right to exercise that had accrued at the date of death or, if
earlier, the date of termination of Optionee's  Continuous Status as an Employee
or  Consultant.  To the extent that  Optionee  was not  entitled to exercise the
Option at the date of death or  termination,  as the case may be, or if Optionee
does not  exercise  such  Option  to the  extent  so  entitled  within  the time
specified herein, the Option shall terminate.


                                     - 18 -
<PAGE>

                  (e) Rule 16b-3.  Options  granted to Reporting  Persons  shall
comply  with  Rule  16b-3  and  shall  contain  such  additional  conditions  or
restrictions as may be required  thereunder to qualify for the maximum exemption
for Plan transactions.

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

         10.     Stock Purchase Rights.

                  (a) Rights to Purchase.  Stock  Purchase  Rights may be issued
either alone,  in addition to, or in tandem with other awards  granted under the
Plan  and/or  cash  awards  made  outside of the Plan,  After 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 (which price 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 person  owning  stock  representing  more than ten percent  (10%) of the total
combined  voting  power of all  classes of stock of the Company or any Parent or
Subsidiary,  the price shall not be less than one hundred  percent (100%) of the
Fair  Market  Value of the  Shares  as of the date of the  offer),  and the time
within which such person must accept such offer,  which shall in no event exceed
thirty  (30)  days  from  the  date  upon  which  the  Administrator   made  the
determination  to grant the Stock Purchase Right. The offer shall be accepted by
execution of a Restricted Stock purchase agreement in the form determined by the
Administrator.  Shares purchased pursuant to the grant of a Stock Purchase Right
shall be referred to herein as "Restricted Stock."

                  (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, but at a minimum rate of 20% per year.

                  (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.

                                     - 19 -
<PAGE>

         (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 12
of the Plan.

         11. Stock  Withholding to Satisfy  Withholding Tax Obligations.  At the
discretion of the Administrator,  Optionees may satisfy withholding  obligations
as  provided  in this  paragraph.  When an  Optionee  incurs  tax  liability  in
connection  with an Option or Stock  Purchase  Right,  which  tax  liability  is
subject to tax  withholding  under  applicable  tax laws,  and the  Optionee  is
obligated to pay the Company an amount required to be withheld under  applicable
tax laws, the Optionee may satisfy the withholding tax obligation by one or some
combination  of the  following  methods:  (a) by  cash  payment,  or (b)  out of
Optionee's current compensation,  (c) if permitted by the Administrator,  in its
discretion, by surrendering to the Company Shares that (i) in the case of Shares
previously  acquired from the Company,  have been owned by the Optionee for more
than six months on the date of  surrender,  and (ii) have a fair market value on
the date of surrender equal to or less than  Optionee's  marginal tax rate times
the ordinary income recognized,  or (d) by electing to have the Company withhold
from the Shares to be issued upon  exercise  of the Option,  or the Shares to be
issued in  connection  with the Stock  Purchase  Right,  if any,  that number of
Shares  having a fair market value equal to the amount  required to be withheld.
For this  purpose,  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
(the "Tax Date").

                  Any surrender by a Reporting Person of previously owned Shares
to satisfy tax withholding obligations arising upon exercise of this Option must
comply with the applicable provisions of Rule 16b-3.

                  All  elections  by an  Optionee  to have  Shares  withheld  to
satisfy  tax  withholding  obligations  shall  be  made  in  writing  in a  form
acceptable  to  the   Administrator  and  shall  be  subject  to  the  following
restrictions:

                  (a)     the election must be made on or prior to the 
applicable Tax Date;

                  (b) once made,  the election  shall be  irrevocable  as to the
particular Shares of the Option or Stock Purchase Right as to which the election
is made; and

                  (c)     all elections shall be subject to the consent or 
disapproval of the Administrator.


                                     - 20 -
<PAGE>

                  In the event the  election to have Shares  withheld is made by
an Optionee 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 Optionee  shall receive
the full  number of  Shares-with  respect to which the Option or Stock  Purchase
Right is  exercised  but such  Optionee  shall be  unconditionally  obligated to
tender back to the Company the proper number of Shares on the Tax Date.

         12.    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  Board,  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 proposed
dissolution or  liquidation of the Company,  the Board shall notify the Optionee
at least fifteen (15) days prior to such proposed  action.  To the extent it has
not been previously exercised, the Option or Stock Purchase Right will terminate
immediately prior to the consummation of such proposed action.

                  (c) Merger or Sale of Assets.  In the event of a proposed sale
of all or  substantially  all of the Company's assets or a merger of the Company
with or into another  corporation  where the  successor  corporation  issues its
securities  to the  Company's  stockholders,  each  outstanding  Option or Stock
Purchase  Right  shall be  assumed  or an  equivalent  option or right  shall be

                                     - 21 -
<PAGE>

substituted  by such  successor  corporation  or a parent or  subsidiary of such
successor corporation, unless the successor corporation does not agree to assume
the Option or Stock  Purchase  Right or to substitute  an  equivalent  option or
fight,  in which case such Option or Stock Purchase  Right shall  terminate upon
the consummation of the merger or sale of assets.

                  (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.

         13.  Non-Transferability  of Options and Stock Purchase Rights. 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 and may be exercised or purchased during the lifetime of
the  Optionee or Stock  Purchase  Rights  Holder  only by the  Optionee or Stock
Purchase Rights Holder.

         14. 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 Board;  provided
however 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.

         15.      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  shall be made that would impair the rights of any
Optionee  under any grant  theretofore  made,  without  his or her  consent.  In
addition,  to the extent  necessary  and  desirable to comply with Rule 16b-3 or
with  Section  422 of the  Code  (or any  other  applicable  law or  regulation,
including  the  requirements  of any Stock  Exchange),  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 adversely affect Options already granted, unless 

                                     - 22 -
<PAGE>
mutually agreed  otherwise  between the Optionee and the Board,  which agreement
must be in writing and signed by the Optionee and the Company.

         16.  Conditions  Upon  Issuance of Shares.  Shares  shall not be issued
pursuant  to the  exercise  of an  Option or Stock  Purchase  Right  unless  the
exercise of such Option or Stock Purchase Right and the issuance and delivery of
such Shares pursuant  thereto shall comply with all relevant  provisions of law,
including,  without  limitation,  the  Securities  Act of 1933, as amended,  the
Exchange  Act,  the  rules  and  regulations  promulgated  thereunder,  and  the
requirements of any Stock Exchange. As a condition to the exercise of an Option,
the  Company  may require the person  exercising  such Option 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.

         17. 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. The inability of the Company
to  obtain  authority  from  any  regulatory  body  having  jurisdiction,  which
authority  is deemed by the  Company's  counsel  to be  necessary  to the lawful
issuance  and sale of any Shares  hereunder,  shall  relieve  the Company of any
liability  in  respect of the  failure to issue or sell such  Shares as to which
such requisite authority shall not have been obtained.

         18.    Agreements.    Options and Stock Purchase Rights shall be 
evidenced by written agreements in such form as the Administrator  shall approve
from time to time.

         19. Stockholder  Approval.  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 degree and manner required under applicable state and federal law and the
rules of any Stock  Exchange upon which the Common Stock is listed.  All Options
and Stock  Purchase  Rights issued under the Plan shall become void in the event
such approval is not obtained.

         20. Information and Documents to Optionees and Purchasers.  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.  In

                                     - 23 -
<PAGE>
addition,  at the time of issuance of any securities under the Plan, the Company
shall  provide  to the  Optionee  or the  Purchaser  a copy of the  Plan and any
agreement(s) pursuant to which securities under the Plan are issued.

                                     - 24 -
<PAGE>
                                                                     EXHIBIT 5.1

                               OPINION OF COUNSEL

                                                    September 18, 1998


go2net, Inc.
999 Third Avenue
Seattle, WA  98104

         Re:      Registration Statement on Form S-8

Ladies and Gentlemen:

         We  have  examined  the   Registration   Statement  on  Form  S-8  (the
"Registration  Statement") to be filed by go2net,  Inc. (the "Company") with the
Securities and Exchange  Commission (the "Commission") on or about September 18,
1998 in connection  with the  registration  under the Securities Act of 1933, as
amended,  of (i) a total of  2,500,000  shares  of the  Company's  Common  Stock
reserved for issuance  under the  Company's  1996 Stock Option Plan (the "go2net
Plan")  and (ii)  11,957  shares of the  Company's  Common  Stock  reserved  for
issuance under the Company's assumed Silicon Investor, Inc. 1996 Stock Plan (the
"SI Plan").  As the Company's legal counsel in connection with this transaction,
we have examined the  proceedings  taken and are familiar  with the  proceedings
proposed to be taken by the Company in connection  with the sale and issuance of
the  foregoing   shares  under  the  go2net  Plan  and  SI  Plan,   respectively
(collectively, the "Shares").

         Based  upon  the   foregoing,   and   having   regard  for  such  legal
considerations as we deem relevant,  we are of the opinion that the Shares, when
issued and sold in the manner  described in the  Registration  Statement will be
legally and validly issued, fully paid and non-assessable.

         We  consent  to  the  filing  of  this  opinion  as an  exhibit  to the
Registration  Statement and to the references to us under the caption "Interests
of Named  Experts and  Counsel" in the  Registration  Statement,  including  the
Prospectus constituting a part thereof, and in any amendment thereto.

                                           Very truly yours,



                                           HUTCHINS, WHEELER & DITTMAR
                                           A Professional Corporation


                                     - 25 -
<PAGE>
                                                                    EXHIBIT 23.1

               Consent of Ernst & Young LLP, Independent Auditors

         We  consent  to the  incorporation  by  reference  in the  Registration
Statement (Form S-8)  pertaining to the go2net,  Inc. 1996 Stock Option Plan and
Silicon  Investor,  Inc.  1996 Stock Plan of our report dated  October 23, 1997,
with respect to the financial  statements of go2net, Inc. included in its Annual
Report (Form 10-K),  for the year ended September 30, 1997, and our report dated
October 23, 1997, except for paragraphs 2 and 3 of Note 1 and Note 8 as to which
the  date is June  23,  1998,  with  respect  to the  supplemental  consolidated
financial statements of go2net. Inc. included in its Current Report on Form 8-K,
filed with the Securities and Exchange Commission on September 18, 1998.


                                                ERNST & YOUNG LLP

Seattle, Washington
September 18, 1998


                                     - 26 -
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{"company-data": {"conformed-name": "GO2NET INC", "cik": "0001029553", "assigned-sic": "7374", "irs-number": "911710182", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-63729", "film-number": "98711744"}, "business-address": {"street1": "999 THIRD AVENUE", "street2": "SUITE 4700", "city": "SEATTLE", "state": "WA", "zip": "98004", "phone": "2064471595"}, "mail-address": {"street1": "999 THIRD AVENUE", "street2": "SUITE 4700", "city": "SEATTLE", "state": "WA", "zip": "98004"}}
As filed with the Securities and Exchange Commission on September 18, 1998

                                                     Registration No. 333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933

                                  GO2NET, INC.
               (Exact name of issuer as specified in its charter)

                   Delaware                    91-1710182
          (State of Incorporation) (IRS Employer Identification Number)

             999 Third Avenue, Suite 4700, Seattle, Washington 98104
                    (Address of Principal Executive Offices)

                                 (206) 447-1595
              (Registrant's telephone number, including area code)

                       GO2NET, INC. 1996 STOCK OPTION PLAN
                     SILICON INVESTOR, INC. 1996 STOCK PLAN
                            (Full title of the Plan)

                         Michael J. Riccio, Jr., Esquire
                           Hutchins, Wheeler & Dittmar
                           A Professional Corporation
                               101 Federal Street
                           Boston, Massachusetts 02110
                                 (617) 951-6600
            (Name, address and telephone number of agent for service)

--------------------------------------------------------------------------------
                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
Proposed             Proposed
 Title of                                          Maximum              Maximum
Securities             Amount                     Offering             Aggregate                  Amount of
  to be                to be                        Price               Offering                 Registration
Registered          Registered(l)                 Per Share              Price                        Fee
go2net, Inc.
1996 Stock
Option Plan

Common Stock,         1,732,250                  $ 15.34(2)         $26,572,715                    $7,838.95
par value               767,750                     14.688(3)        11,276,712                     3,326.63
$.01 per share
Silicon Investor, Inc.
1996 Stock Plan(4)

Common Stock,            11,957                  $0.43(2)              $5,141.51                     $1.52
par value
$.01 per share

                     ----------                                        ------------                 ---------
       Totals:        2,511,957                                        $37,854,568.51               $11,167.10
-------------------

(1) Registrant is  registering  an aggregate of 2,500,000  shares under its 1996
Stock  Option Plan  pursuant to this  Registration  Statement.  Also  registered
hereunder  are such  additional  number of shares  of  Common  Stock,  presently
indeterminable,  as may be necessary to satisfy the  antidilution  provisions of
the Plan to which this Registration Statement relates.

(2) All such shares are issuable upon exercise of outstanding options with fixed
exercise prices.  Pursuant to Rule 457(h),  the aggregate offering price and the
fee have been  computed  upon the basis of the price at which the options may be
exercised.

(3) None of such shares are subject to outstanding  options.  The exercise price
of such options shall be determined at the time of grant. Accordingly,  pursuant
to Rule 457(c) and (h), the price of $14.688 per share,  which is the average of
the high and low sale prices reported on the Nasdaq SmallCap Market on September
16, 1998, is set forth solely for purposes of calculating the filing fee.

(4)  Pursuant  to the  Agreement  and Plan of Merger  dated as of April 22, 1998
among Registrant,  Silicon Acquisition Corp., Silicon Investor,  Inc. ("SI") and
certain  stockholders of SI, Registrant assumed,  effective as of June 23, 1998,
all of the outstanding  options to purchase Common Stock of SI under the Silicon
Investor,  Inc.  1996 Stock Plan,  and such options  became  options to purchase
shares of Registrant's Common Stock, with appropriate  adjustments to the number
of shares and exercise price of each assumed option.

                                      - 2 -
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         The Company hereby  incorporates  by reference the documents  listed in
(a) through (e) below.  In addition,  all  documents  subsequently  filed by the
Company  pursuant  to  Section  13(a),  13(c),  14 and  15(d) of the  Securities
Exchange  Act of 1934  (prior  to  filing of a  Post-Effective  Amendment  which
indicates that all securities  offered have been sold or which  deregisters  all
securities  then  remaining  unsold)  shall  be  deemed  to be  incorporated  by
reference in this Registration  Statement and to be a part thereof from the date
of filing of such documents.  Any statement contained in a document incorporated
by reference  herein shall be deemed to be modified or  superseded  for purposes
hereof  to the  extent  that  a  statement  contained  herein  (or in any  other
subsequently  filed document  which also is  incorporated  by reference  herein)
modifies  or  supersedes  such  statement.  Any such  statement  so  modified or
superseded  shall  not be  deemed  to  constitute  a part  hereof,  except as so
modified or superseded.

         (a) The  Company's  Annual  Report  on Form  10-K  for the  year  ended
September 30, 1998.

         (b) The Company's  definitive  Proxy  Statement dated January 28, 1998,
filed in  connection  with the  Company's  March  12,  1998  Annual  Meeting  of
Stockholders.

         (c) The Company's Quarterly Reports on Form 10-Q for the quarters ended
December 31, 1997, March 31, 1998 and June 30, 1998.

         (d) The  Company's  Current  Reports on Form 8-K and Form 8-K/A,  filed
with the Commission on July 6, 1998, August 13, 1998 and September 18, 1998.

         (e) The description of the Company's Common Stock which is contained in
the Registration Statement on Form 8-A filed by the Company under the Securities
Exchange Act of 1934, including any amendment or report filed for the purpose of
updating such description.

Item 4.  Description of Securities

         Inapplicable.

                                      - 3 -
Item 5.  Interests of Named Experts and Counsel

         The  validity of the  authorization  and  issuance of the Common  Stock
offered  hereby  will be passed  upon for the  Company  by  Hutchins,  Wheeler &
Dittmar, A Professional Corporation,  Boston, Massachusetts.  Michael J. Riccio,
Jr., a shareholder of Hutchins,  Wheeler & Dittmar, is a director of the Company
and owns 15,000 shares of Common Stock and options to purchase  25,000 shares of
Common Stock.

Item 6.  Indemnification of Directors and Officers

         The Delaware  General  Corporation  Law and the  Company's  Amended and
Restated  By-laws  provide for  indemnification  of the Company's  directors and
officers for liabilities and expenses that they may incur in such capacities. In
general, directors and officers are indemnified with respect to actions taken in
good faith in a manner reasonably believed to be in, or not opposed to, the best
interests of the Company, and with respect to any criminal action or proceeding,
actions that the indemnitee has no reasonable choice to believe were unlawful.

         The Company  has  purchased  insurance  with  respect  to,  among other
things,  the liabilities that may arise under the provisions  referred to above.
The  directors  and  officers of the Company  also are insured  against  certain
liabilities,  including certain  liabilities arising under the Securities Act of
1933, as amended, which might be incurred by them in such capacities and against
which they are not indemnified by the Company.

Item 7.  Exemption from Registration Claimed

         Not Applicable.

Item 8.  Exhibits
Number                Description
4.1                   Specimen of Stock Certificate representing shares of Common Stock
                                    (incorporated by reference to the Company's Registration Statement
                                    on Form S-1 filed with the Securities and Exchange Commission
                                    (Reg. No. 333-19051))

              4.2                   go2net, Inc. 1996 Stock Option Plan, as amended (incorporated by
                                    reference to the Company's Registration Statement on Form S-1
                                    filed with the Securities and Exchange Commission (Reg. No. 333-
                                    19051))

              4.3                   Silicon Investor, Inc. 1996 Stock Plan
5.1                   Opinion of Hutchins, Wheeler & Dittmar, A Professional
                                    Corporation, as to legality of shares being registered and consent of
                                    Hutchins, Wheeler & Dittmar, A Professional Corporation

              23.1                  Consent of Ernst & Young LLP, Independent Auditors
Item 9.  Undertakings

        The undersigned Registrant hereby undertakes the following:

        (a)  The undersigned Registrant hereby undertakes:

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

                   (i)   To include any prospectus required by Section 10(a)(3) 
                         of the Securities Act of 1933;

                   (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;

                   (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 (a)(l)(i) and (a)(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  Securities  Exchange  Act of 1934 that are
incorporated by reference in the registration statement.

        (2)  That,  for the  purpose  of  determining  any  liability  under the
Securities Act of 1933, 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.

                                      - 5 -
(b) The undersigned  registrant  hereby undertakes to deliver or
cause to be delivered with the prospectus, to each person to whom the prospectus
is  sent  or  give,  the  latest  annual  report  to  security  holders  that is
incorporated  by  reference  in the  prospectus  and  furnished  pursuant to and
meeting  the  requirements  of Rule  14a-3 or Rule  14c-3  under the  Securities
Exchange Act of 1934; and, where interim  financial  information  required to be
presented by Article 3 of Regulation S-X are not set forth in the prospectus, to
deliver,  or cause to be delivered to each person to whom the prospectus is sent
or given,  the latest  quarterly  report that is  specifically  incorporated  by
reference in the prospectus to provide such interim financial information.

                (c) The  undersigned  registrant  hereby  undertakes  that,  for
purposes of determining  any liability  under the  Securities Act of 1933,  each
filing of the  registrant's  annual report  pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee  benefit  plan's annual  report  pursuant to section 15(d) of the
Securities  Exchange  Act of 1934)  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.

                (d) The undersigned registrant hereby undertakes,  that, insofar
as indemnification  for liabilities arising under the Securities Act of 1933 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  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 Act and will be governed by the final adjudication of
such issue.

                       * * * * * * * * * * * * * * * * * *

                                      - 6 -
SIGNATURES

        Pursuant  to  the  requirements  of the  Securities  Act  of  1933,  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 Seattle, Washington on September 18, 1998.

                                  GO2NET, INC.

                              /s/ Russell C. Horowitz
                                  Russell C. Horowitz
                                  President and Chief Executive Officer

        KNOW ALL MEN BY THESE PRESENTS that each person whose signature  appears
below constitutes and appoints Russell C. Horowitz and John Keister, and each of
them,   with  the  power  to  act  without  the  other,   his  true  and  lawful
attorney-in-fact  and agent, with full power of substitution and resubstitution,
for him or in his name,  place and stead,  in any and all capacities to sign any
and all amendments or post-effective  amendments to this Registration Statement,
and to file  the  same,  with all  exhibits  thereto,  and  other  documents  in
connection therewith, with the Securities and Exchange Commission, granting unto
said  attorney-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite or necessary to be done in
and about the  premises,  as fully to all  intents  and  purposes as he might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  said
attorney-in-fact and agents or either of them, or their or his substitutes,  may
lawfully do or cause to be done by virtue hereof.

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

         Signature         Title                          Date

/s/Russell C. Horowitz     President, Chief               September 18, 1998
Russell C. Horowitz        Executive Officer,
                           Chief Financial Officer
                           and Director
                           (principal executive
                           officer and principal
                           financial and accounting
                           officer)

/s/John Keister            Chief Operating Officer        September 18, 1998
John Keister               and Director

/s/Dennis Cline            Director                       September 18, 1998
Dennis Cline

/s/Michael J. Riccio, Jr.  Director                       September 18, 1998
Michael J. Riccio, Jr.

/s/Martin L. Schoffstall   Director                       September  18, 1998
Martin L. Schoffstall

                                      - 7 -
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    EXHIBITS

                                       to

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      under

                           THE SECURITIES ACT OF 1933

                                  GO2NET, INC.
             (Exact name of registrant as specified in its charter)

                                      - 8 -
EXHIBIT 4.3
                             SILICON INVESTOR, INC.
                                 1996 STOCK PLAN

         1.  Purposes of the Plan.  The  purposes of this 1996 Stock Plan are to
attract and retain the best  available  personnel for  positions of  substantial
responsibility,  to provide additional incentive to Employees and Consultants of
the Company  and its  Subsidiaries  and to promote the success of the  Company's
business.  Options  granted  under the Plan may be incentive  stock  options (as
defined  under  Section  422 of the  Code) 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,  as  amended,  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 any of its 
Committees appointed pursuant to Section 4 of the Plan.

                  (b)      "Board"' means the Board of Directors of the Company.

                  (c)      "Code"' means the Internal Revenue Code of 1986, as 
amended.

                  (d)      "Committee" means the Committee appointed by the 
Board of Directors in accordance with Section 4(a) of the Plan.

                  (e)      "Common Stock" means the Common Stock of the Company.

                  (f)      "Company" means Silicon Investor, Inc., a Delaware 
corporation.

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

                  (h)      "Continuous Status as an Employee or Consultant" 
means the absence of any interruption or termination of service as an Employee 

                                      - 9 -
or  Consultant.  Continuous  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 Subsidiaries or their respective  successors.  For purposes of this
Plan, a change in status from an Employee to a  Consultant  or from a Consultant
to an Employee will not constitute an  interruption  of Continuous  Status as an
Employee or Consultant.

                  (i)  "Employee"  means  any  person,  including  officers  and
directors,  employed by the Company or any Parent or  Subsidiary of the Company,
with the status of employment determined based upon such minimum number of hours
or periods worked as shall be determined by the Administrator in its discretion,
subject  to any  requirements  of the Code.  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.

                  (j)      "Exchange Act" means the Securities Exchange Act of 
1934, as amended.

                  (k)      "Fair Market Value" means, as of any date, the fair 
market value of Common Stock determined as follows:

                           (i)      If the Common Stock is listed on any 
established  stock  exchange  or a  national  market  system  including  without
limitation  the  National  Market  of the  National  Association  of  Securities
Dealers, Inc. Automated Quotation ("Nasdaq") 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  exchange  with the
greatest volume of trading in Common Stock for the last market trading day prior
to the time of  determination,  as reported  in The Wall Street  Journal or such
other source as the Administrator deems reliable;
                           (ii)     If the Common Stock is quoted on the Nasdaq 
System  (but not on the  National  Market  thereof)  or  regularly  quoted  by a
recognized  securities  dealer but  selling  prices are not  reported,  its Fair
Market Value shall be the mean between the high bid and low asked prices for the
Common Stock for the last market trading day prior to the time of determination,
as reported in The Wall Street Journal or such other source as the Administrator
deems reliable; or

                                     - 10 -
(iii)     In the absence of an established market for
the Common  Stock,  the Fair Market Value  thereof  shall be  determined in good
faith by the Administrator.

                  (l)  "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 written option agreement.

                  (m)  "Nonstatutory  Stock Option" means an Option not intended
to qualify as an Incentive Stock Option, as designated in the applicable written
option agreement.

                  (n)      "Option" means a stock option granted pursuant to the
Plan.

                  (o)      "Optioned Stock" means the Common Stock subject to an
Option or a Stock Purchase Right.

                  (p)      "Optionee" means an Employee or Consultant who 
receives an Option or a Stock Purchase Right.

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

                  (r)      "Plan," means this 1996 Stock Plan.

                  (s) "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 l6a-3
under the Exchange Act.

                  (t)  "Restricted  Stock" means shares of Common Stock acquired
pursuant to a grant of a Stock Purchase Right under Section 10 below.

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

                  (v)      "Share" means a share of the Common Stock, as 
adjusted in accordance with Section 12 of the Plan.

                  (w) "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.

                                     - 11 -
(x)      "Stock Purchase Right" means the right to purchase 
Common Stock pursuant to Section 10 below.

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

         3. Stock Subject to the Plan.  Subject to the  provisions of Section 12
of the Plan,  the maximum  aggregate  number of Shares that may be optioned  and
sold  under the Plan is  1,500,000  shares of Common  Stock.  The  Shares may be
authorized, but unissued, or reacquired Common Stock. If an Option should expire
or become  unexercisable  for any reason  without having been exercised in full,
the unpurchased  Shares that were subject  thereto shall,  unless the Plan shall
have been  terminated,  become  available  for future  grant under the Plan.  In
addition,  any Shares of Common  Stock which are  retained  by the Company  upon
exercise of an Option or Stock  Purchase  Right in order to satisfy the exercise
or purchase  price for such Option or Stock  Purchase  Right or any  withholding
taxes due with respect to such exercise shall be treated as not issued and shall
continue  to be  available  under the Plan.  Shares  repurchased  by the Company
pursuant  to any  repurchase  right  which  the  Company  may have  shall not be
available for future grant under the Plan.

         4.       Administration of the Plan.

                  (a)      Initial Plan Procedure. Prior to the date, if any, 
upon which the Company becomes subject to the Exchange Act, the Plan shall be 
administered by the Board or a committee appointed by the Board.

                  (b)      Plan Procedure After the Date, if any, Upon Which the
Company Becomes Subject to the Exchange Act.

                           (i)      Multiple Administrative Bodies. If permitted
by Rule 16b-3,  grants  under  the Plan may be made by  different  bodies  with 
respect  to directors,  non-director  officers  and  Employees  or  Consultants 
who are not Reporting Persons.

                           (ii)     Administration With Respect to Reporting 
Persons. With respect to grants of Options or Stock Purchase Rights to Employees
who are  Reporting  Persons,  such grants  shall be made by (A) the Board if the
Board may make grants to Reporting  Persons  under the Plan in  compliance  with
Rule 16b-3, or (B) a committee designated by the Board to make such grants under
the Plan,  which  committee  shall be  constituted in such a manner as to permit
grants under the Plan to comply with Rule 16b-3. Once appointed,  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 the committee  

                                     - 12 -
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 the  committee and  thereafter  directly make
grants to Reporting  Persons under the Plan, all to the extent permitted by Rule
16b-3.

                           (iii)    Administration With Respect to Consultants 
and Other Employees.  With respect to grants of Options or Stock Purchase Rights
to Employees or  Consultants  who are not Reporting  Persons,  the Plan shall be
administered by (A) the Board or (B) a committee  designated by the Board, which
committee  shall  be  constituted  in such a  manner  as to  satisfy  the  legal
requirements  relating to the administration of incentive stock option plans, if
any,  of  California  corporate  and  securities  laws,  of the  Code and of any
applicable  Stock  Exchange  (the  "Applicable  Laws").  Once  appointed,   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 the
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 the Committee and thereafter  directly
administer the Plan, all to the extent permitted by the Applicable Laws.

                  (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,   and  subject  to  the  approval  of  any  relevant
authorities,  including the approval,  if required,  of any Stock Exchange,  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(k) of the Plan;

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

                           (iii)    to determine whether and to what extent 
Options and Stock Purchase Rights or any combination thereof are granted 
hereunder,

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

                           (v)      to approve forms of agreement for use under 
the Plan;

                           (vi)     to determine the terms and conditions, not 
inconsistent with the terms of the Plan, of any award granted hereunder;

                                     - 13 -
(vii)    to determine whether and under what 
circumstances an Option may be settled in cash under Section 9(f) instead of 
Common Stock;

                           (viii)   to reduce the exercise p ice of any Option 
to the then current Fair Market Value if the Fair Market  Value of the Common 
Stock  covered by such Option shall have declined since the date the Option was 
granted;

                           (ix)     to determine the terms and restrictions 
applicable to Stock Purchase Rights and the Restricted Stock purchased by 
exercising such Stock Purchase Rights, and

                           (x)      to construe and interpret the terms of the 
Plan and awards granted pursuant to the Plan; 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.

                  (d)     Effect of Administrator's Decision.  All decisions, 
determinations  and  interpretations  of the  Administrator  shall be final  and
binding on all holders of Options or Stock Purchase Rights.

         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. An Employee or Consultant who has been
granted  an  Option  or Stock  Purchase  Right  may,  if he or she is  otherwise
eligible, be granted additional Options or Stock Purchase Rights.

                  (b) Type of Option.  Each Option  shall be  designated  in the
written option  agreement as either an incentive  Stock Option or a Nonstatutory
Stock Option. However, notwithstanding such designations, 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(b),  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.

                                     - 14 -
(c) The Plan shall not confer upon any Optionee any right with
respect to  continuation  of  employment  or  consulting  relationship  with the
Company,  nor shall it  interfere in any way with such  Optionee'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 the earlier to
occur  of its  adoption  by the  Board  of  Directors  or  its  approval  by the
stockholders  of the Company as  described  in Section 19 of the Plan.  It shall
continue in effect for a term of ten (IO) years unless sooner  terminated  under
Section 15 of the Plan.

         7. Term of 0ption.  The term of each Option shall be the term stated in
the Option Agreement; provided, however, that the term shall be no more than ten
(10)  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 an Optionee  who, at the time the Option is
granted,  owns  stock  representing  more  than ten  percent  (10%) of the total
combined  voting  power of all  classes of stock of the Company or any Parent or
Subsidiary,  the term of the  Option  shall be five (5)  years  from the date of
grant  thereof or such  shorter  term as may be provided  in the written  option
agreement.

         8.       Option Exercise Price and Consideration.

                  (a) 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
Board and set forth in the  applicable  agreement,  but shall be  subject to the
following:

                           (i)       In the case of an Incentive Stock Option
that is:

                                    (A)     granted to an Employee who, at the 
time of the grant of such Incentive Stock Option,  owns stock  representing more
than ten  percent  (10%) of the total  combined  voting  power of all classes of
stock of the Company or any Parent or  Subsidiary,  the per Share exercise price
shall be no less  than  110% of the Fair  Market  Value per Share on the date of
grant.

                                    (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 
that is:

                                    (A)     granted to a person who, at the time
of the grant of such Option, owns stock representing more than ten percent (10%)
of the total combined voting power of all classes of stock of the Company or any

                                     - 15 -
Parent or  Subsidiary,  the per Share exercise price shall be no less than I 10%
of the Fair Market Value per Share on the date of the grant.

                                    (B)    granted to any person, the per Share 
exercise price shall be no less than 85% of the Fair Market Value per Share on 
the date of grant.

                  (b) 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)  promissory  note  (subject to the  provisions of Section 153 of the
Delaware  General  Corporation  Law),  (4) other  Shares that (x) in the case of
Shares acquired upon exercise of an Option,  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 a charge to the Company's earnings, and (y) have a Fair Market
Value on the date of  surrender  equal to the  aggregate  exercise  price of the
Shares as to which such Option shall be  exercised,  (5)  authorization  for the
Company  to  retain  from the total  number of Shares as to which the  Option is
exercised  that  number  of  Shares  having a Fair  Market  Value on the date of
exercise  equal to the exercise price for the total number of Shares as to which
the Option is exercised,  (6) delivery of a properly  executed  exercise  notice
together with such other  documentation as the  Administrator and the broker, if
applicable,  shall  require to effect an exercise of the Option and  delivery to
the Company of the sale or loan proceeds  required to pay the exercise price and
any  applicable  income or  employment  taxes,  (7)  delivery of an  irrevocable
subscription  agreement  for the Shares that  irrevocably  obligates  the option
holder to take and pay for the Shares not more than twelve months after the date
of delivery of the subscription agreement,  (8) any combination of the foregoing
methods of payment,  or (9) such other  consideration  and method of payment for
the issuance of Shares to the extent  permitted under Applicable Laws. 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.

         9.       Exercise of Option.

                  (a)  Procedure  for  Exercise;  Rights as a  Stockholder.  Any
Option  granted  hereunder  shall be  exercisable  at such  times and under such
conditions  as  determined  by the  Administrator,  and reflected in the written
option  agreement,  which may include vesting  requirements  and/or  performance
criteria  with respect to the Company  and/or the  Optionee;  provided that such
Option shall become exercisable at the rate of at least twenty percent (20%) per
year over five (5) years from the date the Option is granted.  In the event that
any of the Shares issued upon exercise of an Option should be subject to a right
of repurchase in the Company's  favor,  such repurchase right shall lapse at the

                                     - 16 -
rate of at least twenty percent (20%) per year over five (5) years from the date
the Option is granted.

                           An Option may not be  exercised  for a fraction  of a
Share.

                           An Option shall be deemed to be 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 Board,  consist of
any  consideration  and method of payment  allowable  under  Section 8(b) of the
Plan. Until the issuance (as evidenced by the appropriate  entry on the books of
the Company or of a duly authorized  transfer agent of the Company) of the stock
certificate evidencing such Shares, no right to vote or receive dividends or any
other fights as a  stockholder  shall exist with respect to the Optioned  Stock,
not withstanding  the exercise of the Option.  The Company shall issue (or cause
to be issued) such stock  certificate  promptly upon exercise of the Option.  No
adjustment  will be made for a dividend or other fight for which the record date
is prior to the date the stock  certificate  is issued,  except as  provided  in
Section 12 of the Plan.

                           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.

                  (b)  Termination  of Employment  or  Consulting  Relationship.
Subject to Section 9(c), in the event of termination of an Optionee's Continuous
Status as an Employee or  Consultant  with the Company,  such  Optionee may, but
only within  three (3) months (or such other period of time not less than thirty
(30) days as is determined by the Administrator,  with such determination in the
case of an Incentive  Stock Option being made at the time of grant of the Option
and not exceeding three (3) months) after the date of such  termination  (but in
no event later than the expiration  date of the term of such Option as set forth
in the Option  Agreement),  exercise  his or her  Option to the extent  that the
Optionee  was  entitled to exercise it at the date of such  termination.  To the
extent that Optionee was not entitled to exercise the Option at the date of such
termination,  or if  Optionee  does not  exercise  such  Option to the extent so
entitled  within the time  specified  herein,  the Option  shall  terminate.  No
termination  shall be deemed to occur and this  Section  9(b) 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.

                                     - 17 -
(c)      Disability of Optionee.

                           (i)      Notwithstanding Section 9(b) above, in the 
event of  termination  of an  Optionee's  Continuous  Status as an  Employee  or
Consultant as a result of his or her total and permanent  disability (within the
meaning of Section  22(e)(3) of the Code),  Optionee may, but only within twelve
(12)  months from the date of such  termination  (but in no event later than the
expiration  date  of the  term  of  such  Option  as  set  forth  in the  Option
Agreement),  exercise the Option to the extent otherwise entitled to exercise it
at the date of such termination. To the extent that Optionee was not entitled to
exercise the Option at the date of termination, or if Optionee does not exercise
such  Option to the extent so entitled  within the time  specified  herein,  the
Option shall terminate.

                           (ii)     In the event of termination of an Optionee's
Continuous Status as an Employee or Consultant as a result of a disability which
does not fall within the meaning of total and permanent disability (as set forth
in Section  22(e)(3) of the Code),  Optionee may, but only within six (6) months
from the date of such  termination  (but in no event  later than the  expiration
date of the term of such Option as set forth in the Option Agreement),  exercise
the Option to the extent  otherwise  entitled to exercise it at the date of such
termination.  However,  to the extent  that such  Optionee  fails to exercise an
Option which is an Incentive Stock Option ("ISO") (within the meaning of Section
422 of the Code)  within three (3) months of the date of such  termination,  the
Option  will not qualify for ISO  treatment  under the Code.  To the extent that
Optionee was not entitled to exercise the Option at the date of termination,  or
if Optionee does not exercise  such Option to the extent so entitled  within six
months (6) from the date of termination, the Option shall terminate.

                  (d)  Death  of  0ptionee.  In the  event  of the  death  of an
Optionee  during the period of  Continuous  Status as an Employee or  Consultant
since the date of grant of the  Option,  or within  thirty  (30) days  following
termination of Optionee's  Continuous  Status as an Employee or Consultant,  the
Option may be exercised, at any time within six (6) months following the date of
death (but in no event later than the expiration date of the term of such Option
as set forth in the Option  Agreement),  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 of the right to exercise that had accrued at the date of death or, if
earlier, the date of termination of Optionee's  Continuous Status as an Employee
or  Consultant.  To the extent that  Optionee  was not  entitled to exercise the
Option at the date of death or  termination,  as the case may be, or if Optionee
does not  exercise  such  Option  to the  extent  so  entitled  within  the time
specified herein, the Option shall terminate.

                                     - 18 -
(e) Rule 16b-3.  Options  granted to Reporting  Persons  shall
comply  with  Rule  16b-3  and  shall  contain  such  additional  conditions  or
restrictions as may be required  thereunder to qualify for the maximum exemption
for Plan transactions.

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

         10.     Stock Purchase Rights.

                  (a) Rights to Purchase.  Stock  Purchase  Rights may be issued
either alone,  in addition to, or in tandem with other awards  granted under the
Plan  and/or  cash  awards  made  outside of the Plan,  After 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 (which price 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 person  owning  stock  representing  more than ten percent  (10%) of the total
combined  voting  power of all  classes of stock of the Company or any Parent or
Subsidiary,  the price shall not be less than one hundred  percent (100%) of the
Fair  Market  Value of the  Shares  as of the date of the  offer),  and the time
within which such person must accept such offer,  which shall in no event exceed
thirty  (30)  days  from  the  date  upon  which  the  Administrator   made  the
determination  to grant the Stock Purchase Right. The offer shall be accepted by
execution of a Restricted Stock purchase agreement in the form determined by the
Administrator.  Shares purchased pursuant to the grant of a Stock Purchase Right
shall be referred to herein as "Restricted Stock."

                  (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, but at a minimum rate of 20% per year.

                  (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.

                                     - 19 -
(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 12
of the Plan.

         11. Stock  Withholding to Satisfy  Withholding Tax Obligations.  At the
discretion of the Administrator,  Optionees may satisfy withholding  obligations
as  provided  in this  paragraph.  When an  Optionee  incurs  tax  liability  in
connection  with an Option or Stock  Purchase  Right,  which  tax  liability  is
subject to tax  withholding  under  applicable  tax laws,  and the  Optionee  is
obligated to pay the Company an amount required to be withheld under  applicable
tax laws, the Optionee may satisfy the withholding tax obligation by one or some
combination  of the  following  methods:  (a) by  cash  payment,  or (b)  out of
Optionee's current compensation,  (c) if permitted by the Administrator,  in its
discretion, by surrendering to the Company Shares that (i) in the case of Shares
previously  acquired from the Company,  have been owned by the Optionee for more
than six months on the date of  surrender,  and (ii) have a fair market value on
the date of surrender equal to or less than  Optionee's  marginal tax rate times
the ordinary income recognized,  or (d) by electing to have the Company withhold
from the Shares to be issued upon  exercise  of the Option,  or the Shares to be
issued in  connection  with the Stock  Purchase  Right,  if any,  that number of
Shares  having a fair market value equal to the amount  required to be withheld.
For this  purpose,  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
(the "Tax Date").

                  Any surrender by a Reporting Person of previously owned Shares
to satisfy tax withholding obligations arising upon exercise of this Option must
comply with the applicable provisions of Rule 16b-3.

                  All  elections  by an  Optionee  to have  Shares  withheld  to
satisfy  tax  withholding  obligations  shall  be  made  in  writing  in a  form
acceptable  to  the   Administrator  and  shall  be  subject  to  the  following
restrictions:

                  (a)     the election must be made on or prior to the 
applicable Tax Date;

                  (b) once made,  the election  shall be  irrevocable  as to the
particular Shares of the Option or Stock Purchase Right as to which the election
is made; and

                  (c)     all elections shall be subject to the consent or 
disapproval of the Administrator.

                                     - 20 -
In the event the  election to have Shares  withheld is made by
an Optionee 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 Optionee  shall receive
the full  number of  Shares-with  respect to which the Option or Stock  Purchase
Right is  exercised  but such  Optionee  shall be  unconditionally  obligated to
tender back to the Company the proper number of Shares on the Tax Date.

         12.    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  Board,  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 proposed
dissolution or  liquidation of the Company,  the Board shall notify the Optionee
at least fifteen (15) days prior to such proposed  action.  To the extent it has
not been previously exercised, the Option or Stock Purchase Right will terminate
immediately prior to the consummation of such proposed action.

                  (c) Merger or Sale of Assets.  In the event of a proposed sale
of all or  substantially  all of the Company's assets or a merger of the Company
with or into another  corporation  where the  successor  corporation  issues its
securities  to the  Company's  stockholders,  each  outstanding  Option or Stock
Purchase  Right  shall be  assumed  or an  equivalent  option or right  shall be

                                     - 21 -
substituted  by such  successor  corporation  or a parent or  subsidiary of such
successor corporation, unless the successor corporation does not agree to assume
the Option or Stock  Purchase  Right or to substitute  an  equivalent  option or
fight,  in which case such Option or Stock Purchase  Right shall  terminate upon
the consummation of the merger or sale of assets.

                  (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.

         13.  Non-Transferability  of Options and Stock Purchase Rights. 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 and may be exercised or purchased during the lifetime of
the  Optionee or Stock  Purchase  Rights  Holder  only by the  Optionee or Stock
Purchase Rights Holder.

         14. 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 Board;  provided
however 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.

         15.      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  shall be made that would impair the rights of any
Optionee  under any grant  theretofore  made,  without  his or her  consent.  In
addition,  to the extent  necessary  and  desirable to comply with Rule 16b-3 or
with  Section  422 of the  Code  (or any  other  applicable  law or  regulation,
including  the  requirements  of any Stock  Exchange),  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 adversely affect Options already granted, unless 

                                     - 22 -
mutually agreed  otherwise  between the Optionee and the Board,  which agreement
must be in writing and signed by the Optionee and the Company.

         16.  Conditions  Upon  Issuance of Shares.  Shares  shall not be issued
pursuant  to the  exercise  of an  Option or Stock  Purchase  Right  unless  the
exercise of such Option or Stock Purchase Right and the issuance and delivery of
such Shares pursuant  thereto shall comply with all relevant  provisions of law,
including,  without  limitation,  the  Securities  Act of 1933, as amended,  the
Exchange  Act,  the  rules  and  regulations  promulgated  thereunder,  and  the
requirements of any Stock Exchange. As a condition to the exercise of an Option,
the  Company  may require the person  exercising  such Option 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.

         17. 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. The inability of the Company
to  obtain  authority  from  any  regulatory  body  having  jurisdiction,  which
authority  is deemed by the  Company's  counsel  to be  necessary  to the lawful
issuance  and sale of any Shares  hereunder,  shall  relieve  the Company of any
liability  in  respect of the  failure to issue or sell such  Shares as to which
such requisite authority shall not have been obtained.

         18.    Agreements.    Options and Stock Purchase Rights shall be 
evidenced by written agreements in such form as the Administrator  shall approve
from time to time.

         19. Stockholder  Approval.  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 degree and manner required under applicable state and federal law and the
rules of any Stock  Exchange upon which the Common Stock is listed.  All Options
and Stock  Purchase  Rights issued under the Plan shall become void in the event
such approval is not obtained.

         20. Information and Documents to Optionees and Purchasers.  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.  In

                                     - 23 -
addition,  at the time of issuance of any securities under the Plan, the Company
shall  provide  to the  Optionee  or the  Purchaser  a copy of the  Plan and any
agreement(s) pursuant to which securities under the Plan are issued.

                                     - 24 -
EXHIBIT 5.1

                               OPINION OF COUNSEL

                                                    September 18, 1998

go2net, Inc.
999 Third Avenue
Seattle, WA  98104

         Re:      Registration Statement on Form S-8

Ladies and Gentlemen:

         We  have  examined  the   Registration   Statement  on  Form  S-8  (the
"Registration  Statement") to be filed by go2net,  Inc. (the "Company") with the
Securities and Exchange  Commission (the "Commission") on or about September 18,
1998 in connection  with the  registration  under the Securities Act of 1933, as
amended,  of (i) a total of  2,500,000  shares  of the  Company's  Common  Stock
reserved for issuance  under the  Company's  1996 Stock Option Plan (the "go2net
Plan")  and (ii)  11,957  shares of the  Company's  Common  Stock  reserved  for
issuance under the Company's assumed Silicon Investor, Inc. 1996 Stock Plan (the
"SI Plan").  As the Company's legal counsel in connection with this transaction,
we have examined the  proceedings  taken and are familiar  with the  proceedings
proposed to be taken by the Company in connection  with the sale and issuance of
the  foregoing   shares  under  the  go2net  Plan  and  SI  Plan,   respectively
(collectively, the "Shares").

         Based  upon  the   foregoing,   and   having   regard  for  such  legal
considerations as we deem relevant,  we are of the opinion that the Shares, when
issued and sold in the manner  described in the  Registration  Statement will be
legally and validly issued, fully paid and non-assessable.

         We  consent  to  the  filing  of  this  opinion  as an  exhibit  to the
Registration  Statement and to the references to us under the caption "Interests
of Named  Experts and  Counsel" in the  Registration  Statement,  including  the
Prospectus constituting a part thereof, and in any amendment thereto.

                                           Very truly yours,

                                           HUTCHINS, WHEELER & DITTMAR
                                           A Professional Corporation

                                     - 25 -
EXHIBIT 23.1

               Consent of Ernst & Young LLP, Independent Auditors

         We  consent  to the  incorporation  by  reference  in the  Registration
Statement (Form S-8)  pertaining to the go2net,  Inc. 1996 Stock Option Plan and
Silicon  Investor,  Inc.  1996 Stock Plan of our report dated  October 23, 1997,
with respect to the financial  statements of go2net, Inc. included in its Annual
Report (Form 10-K),  for the year ended September 30, 1997, and our report dated
October 23, 1997, except for paragraphs 2 and 3 of Note 1 and Note 8 as to which
the  date is June  23,  1998,  with  respect  to the  supplemental  consolidated
financial statements of go2net. Inc. included in its Current Report on Form 8-K,
filed with the Securities and Exchange Commission on September 18, 1998.

                                                ERNST & YOUNG LLP

Seattle, Washington
September 18, 1998

                                     - 26 -