1997 STOCK OPTION PLAN
(a) The purposes of the Plan are: (i) to provide a means by which selected employees, Directors and Consultants
of the Company and its Affiliates, may be given an opportunity to benefit from increases in value of the stock of
the Company through the granting of Incentive Stock Options and Nonstatutory Stock Options, as defined
below, and (ii) to seek to retain the services of persons who are now Employees, Directors or Consultants of the
Company or its Affiliates, to secure and retain the services of new Employees, Directors and Consultants, and to
provide incentives for such persons to exert maximum efforts for the success of the Company and its Affiliates.
(b) The Company intends that the Options issued under the Plan shall, in the discretion of the Board or any
Committee to which responsibility for administration of the Plan has been delegated pursuant to Section 3(c), be
either Incentive Stock Options or Nonstatutory Stock Options. All Options shall be separately designated
"Incentive Stock Options" or "Nonstatutory Stock Options" at the time of grant, and shall be in such form as
issued pursuant to
(a) "Affiliate" means any parent corporation or subsidiary corporation, whether now or hereafter existing, as those
terms are defined in Sections 424(e) and (f) respectively, of the Code.
(b) "Board" means the Board of Directors of the Company.
(c) "Code" means the Internal Revenue Code of 1986, as amended.
(d) "Committee" means a Committee appointed by the Board in accordance with Section 3(c) of the Plan.
(e) "Company" means VillageEDOCS a California corporation.
(f) "Consultant" means any person, including an advisor, engaged by the Company or an Affiliate to render
consulting or advisory services and who is compensated for such services, provided that the term "Consultant"
shall not include Directors who are paid only a director's fee by the Company or who are not compensate