<PAGE>   1
                                                                       Ex - 10.4





                               EPRISE CORPORATION

                             1997 Stock Option Plan

                     As adopted August 20, 1997, and amended
                       November 1, 1997, August 13, 1998,
             May 12, 1999, September 15, 1999 and December 1, 1999


<PAGE>   2



                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
<S>                                                                                                              <C>
1.  Purpose; Restrictions........................................................................................  1
2.  Effective Date...............................................................................................  1
3.  Stock Covered by the Plan....................................................................................  1
4.  Administration...............................................................................................  2
5.  Eligible Recipients..........................................................................................  2
6.  Duration of the Plan.........................................................................................  3
7.  Terms and Conditions of Options..............................................................................  3
8.  Restrictions on Incentive Options............................................................................  6
9.  Suspension of Rights Prior to a Dissolution, Reorganization, Etc.............................................  6
10. Adjustment in Shares.........................................................................................  6
11. Investment Representations; Transfer Restrictions............................................................  6
12. Change in Control............................................................................................  7
13. Company's Right of First Refusal.............................................................................  9
14. No Exercise of Option if Employment Terminated for Misconduct................................................ 10
15. Company's Right of Repurchase................................................................................ 11
16. Lock-up Agreement............................................................................................ 12
17. Definitions.................................................................................................. 13
18. Termination or Amendment of Plan............................................................................. 13
</TABLE>


<PAGE>   3




                                         As adopted 8/20/97 and amended 11/1/97,
                                         08/13/98, 05/12/99, 9/15/99 and 12/1/99



                               EPRISE CORPORATION

                             1997 STOCK OPTION PLAN

     1.   Purpose; Restrictions. The purpose of this Eprise Corporation 1997
Stock Option Plan (the "Plan") is to advance the interests of Eprise
Corporation, a Delaware corporation (the "Company"), by strengthening the
ability of the Company to attract, retain and motivate key employees,
consultants and other individual contributors of or to the Company or any
present or future parent or subsidiary of the Company (the "Company Group") by
providing them with an opportunity to purchase stock of the Company and thereby
permitting them to share in the Company's success. It is intended that this
purpose will be effected by granting (i) incentive stock options ("Incentive
Options"), which are intended to qualify under the provisions of Section 422 of
the Code (as hereinafter defined), and (ii) non-statutory stock options
("Nonqualified Options"), which are not intended to meet the requirements of
Section 422 of the Code and which are intended to be taxed upon exercise under
Section 83 of the Code. (Both Incentive Options and Nonqualified Options shall
be collectively referred to as "Options".)

          Notwithstanding the foregoing, no Incentive Options shall be granted
under this Plan unless this Plan shall have been approved by the stockholders of
the Company within twelve (12) months before or after the Effective Date (as
hereinafter defined).

     2.   Effective Date. This Plan was adopted on August 20, 1997, which is
also the Effective Date of the Plan.

     3.   Stock Covered by the Plan. Subject to adjustment as provided in
Sections 9 and 10 below, the initial maximum number of shares that may be made
subject to Options under this Plan through the end of the Company's fiscal year
ending December 31, 1999 ("Shares") shall not exceed in the aggregate Seven
Million One Hundred Thirty-Four Thousand Six Hundred Fourteen (7,134,614) shares
of the common stock, $.001 par value, of the Company ("Common Stock"), subject
to the proviso in the following sentence. Any Shares subject to an Option which
for any reason expires or is terminated unexercised as to such Shares and any
Shares reacquired by the Company pursuant to forfeiture or a repurchase right
hereunder may again be the subject of an Option under the Plan; provided, that
Shares subject to an option under the Company's 1994 Stock Option Plan (the
"1994 Plan") which would have become available for subsequent option grants
under the 1994 Plan upon expiration, termination, forfeiture or repurchase in
the manner described in the first part of this sentence, shall instead become
available for grants under this Plan (thereby increasing the initial maximum
number of Shares that may be made subject to Options hereunder through the end
of the Company's fiscal year ending December 31, 1999 to a number greater than
7,134,614). In addition, effective January 1, 2000 and each January 1


<PAGE>   4


thereafter during the next two succeeding years, the number of Shares that may
be made subject to Options under this Plan shall be increased automatically to
an amount equal to 5% of the total number of issued and outstanding shares of
Common Stock (including shares held in treasury) as of the close of business on
December 31 of the preceding year. Notwithstanding the foregoing, the maximum
cumulative number of shares of Common Stock that may be made subject to
Incentive Options under this Plan shall be [ ]. The Shares purchased pursuant to
the exercise of Options under this Plan may, in whole or in part, be either
authorized but unissued Shares or issued Shares reacquired by the Company.

     4.   Administration. This Plan shall be administered by the Compensation
Committee of the Board of Directors (the "Committee") as follows:

     (a)  So long as the Company is not subject to the Exchange Act (as
hereinafter defined), the Committee shall consist of one or more persons
appointed by, and serving at the pleasure of, the Board of Directors.

     (b)  If the Company becomes subject to the Exchange Act, the Committee
thereafter shall consist of not less than three (3) members of the Board, who
shall be appointed by and shall serve at the pleasure of the Board; provided
that each of such members of the Committee shall be a person who in the opinion
of counsel to the Company is (i) a "non-employee director" as such term is used
in Rule 16b-3 promulgated under the Exchange Act and (ii) an "outside director"
as such term is used in regulation Section 1.162.27(e)(3) under Section 162(m)
of the Code.

     (c)  The Committee shall have the authority, subject to the express
provisions of the Plan, to construe the Plan and the respective Options and
related agreements, to prescribe, amend and rescind rules and regulations
relating to the Plan, to determine the terms and provisions of the respective
Options and related agreements, and to make all other determinations in the
judgment of the Committee necessary or desirable for the administration of the
Plan. The Committee may correct any defect or supply any omission or reconcile
any inconsistency in the Plan or in any Option or related agreement in the
manner and to the extent it shall deem expedient to carry the Plan into effect,
and it shall be the sole and final judge of such expediency. No member of the
Committee shall be liable for any action or determination made in good faith.

     5.   Eligible Recipients. Subject to the restrictions of Section 1 above,
Options may be granted to such key employees, consultants or other individual
contributors of or to the Company Group, including without limitation members of
the Board, as are selected by the Committee (a "Participant"); provided, that
only Employees (as defined below) of the Company Group shall be eligible for
grants of Incentive Options.

     6.   Duration of the Plan. This Plan shall terminate ten (10) years from
the Effective Date hereof, unless terminated earlier pursuant to Section 13
below, and no Options may be granted thereafter.

     7.   Terms and Conditions of Options. Options granted under this Plan shall
be evidenced by grant forms in such form and containing such terms and
conditions as the


                                       2
<PAGE>   5


Committee shall determine; provided, however, that such grant forms shall
evidence among their terms and conditions the following:

          (a)  Price. The purchase price per Share payable upon the exercise of
each Option granted hereunder shall be determined by the Committee at the time
the Option is granted. Subject to Section 7(j)(i), if applicable, the purchase
price per Share payable upon the exercise of each Incentive Option granted
hereunder shall not be less than one hundred percent (100%) of the fair market
value per Share of the Common Stock on the day the Incentive Option is granted.
Fair market value shall be determined in accordance with procedures to be
established in good faith by the Committee. The purchase price per Share payable
upon the exercise of each Nonqualified Option granted hereunder shall be
determined by the Board at the time of the grant. No Share shall be issued for
less than its par value, if any.

          (b)  Number of Shares. Each grant form shall specify the number of
Shares to which it pertains.

          (c)  Exercise of Options. Each Option shall be exercisable for the
full amount or for any part thereof and at such intervals or in such
installments as the Committee may determine at the time it grants such Option;
provided, however, that no Option shall be exercisable with respect to any
Shares later than ten (10) years after the date of the grant of such Option (or
five (5) years in the case of Incentive Options to which Section 7(j)(ii)
applies). An Option shall be exercisable only by delivery of a written notice to
the Company's President, or any other officer of the Company designated by the
Committee to accept such notices on its behalf, specifying the number of Shares
for which the Option is exercised and accompanied by either (i) payment or (ii)
if permitted by the Committee, irrevocable instructions to a broker to promptly
deliver to the Company full payment in accordance with Section 7(d)(ii) below of
the amount necessary to pay the aggregate exercise price. With respect to an
Incentive Option, the permission of the Committee referred to in clause (ii) of
the preceding sentence must be granted at the time the Incentive Option is
granted.

          (d)  Payment. Payment shall be made in full (i) at the time the Option
is exercised or (ii) promptly after the Participant forwards the irrevocable
instructions referred to in Section 7(c)(ii) above to the appropriate broker, if
exercise of an Option is made pursuant to Section 7(c)(ii) above. Payment shall
be made either (I) in cash, (II) by check, (III) if permitted by the Committee
(with respect to an Incentive Option, such permission to have been granted at
the time the Incentive Option is granted), by delivery and assignment to the
Company of shares of Company stock having a fair market value (as determined by
the Committee) equal to the exercise price, (IV) if permitted by the Committee,
as stated in the grant form evidencing the Option, and to the extent permitted
by any applicable law, by the Participant's recourse promissory note, which note
must be due and payable not more than five (5) years after the date the Option
is exercised, or (V) by a combination of one or more of the foregoing methods.
If shares of Company stock are to be used to pay the exercise price of an
Incentive Option, the Company prior to such payment must be furnished with
evidence satisfactory to it that the acquisition of such shares and their
transfer in payment of the exercise price satisfy the requirements of Section
422 of the Code and other applicable laws.


                                       3
<PAGE>   6


          (e)  Withholding Taxes; Delivery of Shares. The Company's obligation
to deliver Shares upon exercise of an Option shall be subject to the
Participant's satisfaction of all applicable federal, state and local income and
employment tax withholding obligations. Without limiting the generality of the
foregoing, the Company shall have the right to deduct from payments of any kind
otherwise due to the Participant any federal, state or local taxes of any kind
required by law to be withheld with respect to any Shares issued upon exercise
of Options. The Participant may elect to satisfy such obligation(s), in whole or
in part, by (i) delivering to the Company a check for the amount required to be
withheld or (ii) if the Committee in its sole discretion approves in any
specific or general case, having the Company withhold Shares or delivering to
the Company already owned shares of Common Stock having a value equal to the
amount required to be withheld, as determined by the Committee.

          (f)  Non-Transferability. No Option shall be transferable by the
Participant otherwise than by will or the laws of descent or distribution, and
each Option shall be exercisable during the Participant's lifetime only by the
Participant.

          (g)  Termination of Options. Except to the extent the Committee
provides specifically in a grant form or Option agreement for a lesser period
(or a greater period, in the case of Nonqualified Options only), each Option
shall terminate and may no longer be exercised if the Participant ceases for any
reason to render continuous Service (as hereinafter defined), in accordance with
the following provisions:

               (i) if the Participant ceases to render Service for any reason
          other than death or Disability (as hereinafter defined), the
          Participant may, at any time within a period of three (3) months after
          the date of such cessation of Service, exercise the Option to the
          extent that the Option was exercisable on the date of such cessation;

               (ii) if the Participant ceases to render Service because of
          Disability, the Participant may, at any time within a period of one
          (1) year after the date of such cessation of Service, exercise the
          Option to the extent that the Option was exercisable on the date of
          such cessation; and

               (iii) if the Participant ceases to render Service because of
          death, the Option, to the extent that the Participant was entitled to
          exercise it on the date of death, may be exercised within a period of
          one (1) year after the Participant's death by the person or persons to
          whom the Participant's rights under the Option pass by will or by the
          laws of descent or distribution;

provided, however, that no Option may be exercised to any extent by anyone after
the date of its expiration; and provided, further, that Options may be exercised
at any time only as to Shares which at such time are available for acquisition
pursuant to the terms of the applicable grant form or agreement.


                                       4
<PAGE>   7


          (h)  Rights as Stockholder. A Participant shall have no rights as a
stockholder with respect to any Shares covered by an Option until the date of
issuance of a stock certificate in the Participant's name for such Shares.

          (i)  Repurchase of Shares by the Company. Any Shares acquired upon
exercise of an Option may in the discretion of the Committee be subject to
repurchase by or forfeiture to the Company if and to the extent and at the
repurchase price, if any, specifically set forth in the option grant form or
agreement pursuant to which the Shares were acquired. Certificates representing
Shares subject to such repurchase or forfeiture may be subject to such escrow
and stock legending provisions as may be set forth in the option grant form or
agreement pursuant to which the Shares were acquired.

          (j)  10% Stockholder. If any Participant to whom an Incentive Option
is granted pursuant to the provisions of the Plan is on the date of grant the
owner of stock (as determined under Section 424(d) of the Code) possessing more
than 10% of the total combined voting power or value of all classes of stock of
the Company, its parent, if any, or subsidiaries, then the following special
provisions shall be applicable:

               (i) The exercise price per Share subject to such Option shall not
          be less than 110% of the fair market value of each Share on the date
          of grant; and

               (ii) The Option shall not have a term in excess of five (5) years
          from the date of grant.

          (k)  Confidentiality Agreements. Each Participant shall execute, prior
to or contemporaneously with the grant of any Option hereunder, the Company's
then standard form of agreement, if any, relating to nondisclosure of
confidential information, assignment of inventions and related matters.

          (l)  Aggregate Limitation. The maximum number of Shares with respect
to which any Options may be granted under the Plan to any individual during each
successive twelve-month period commencing on the Effective Date of the Plan
shall not exceed the total number of Shares reserved for the Plan pursuant to
Section 3 above.

          (m)  Right to Terminate. Nothing contained in the Plan or in any
Option granted hereunder shall restrict the right of any member of the Company
Group to terminate the employment of any Participant or other Service by the
Participant at any time and for any reason, with or without notice.

     8.   Restrictions on Incentive Options. Incentive Options granted under
this Plan shall be specifically designated as such and shall be subject to the
additional restriction that the aggregate fair market value, determined as of
the date the Incentive Option is granted, of the Shares with respect to which
Incentive Options are exercisable for the first time by a Participant during any
calendar year shall not exceed $100,000. If an Incentive Option which exceeds
the $100,000 limitation of this Section 8 is granted, the portion of such Option
which is exercisable


                                       5
<PAGE>   8


for Shares in excess of the $100,000 limitation shall be treated as a
Nonqualified Option pursuant to Section 422(d) of the Code. In the event that
such Participant is eligible to participate in any other stock incentive plans
of the Company, its parent, if any, or a subsidiary which are also intended to
comply with the provisions of Section 422 of the Code, such annual limitation
shall apply to the aggregate number of shares for which options may be granted
under all such plans.

     9.   Suspension of Rights Prior to a Dissolution, Reorganization, Etc.
Prior to any dissolution, liquidation, merger, consolidation or reorganization
of the Company as to which the Company will not be the surviving corporation, or
the sale or exchange of substantially all of the Common Stock or the sale of
substantially all of the assets of the Company (the "Event"), the Board or the
Committee may decide to terminate each outstanding Option. If the Board or the
Committee so decides, each Option shall terminate as of the effective date of
the Event, but the Board or the Committee shall suspend the exercise of all
outstanding Options a reasonable time prior to the Event, giving each person
affected thereby not less than fourteen days written notice of the date of
suspension, prior to which date such person may purchase in whole or in part the
Shares otherwise available to him as of the date of purchase. For purposes of
this section, the Shares available to any person as of the date of purchase
shall include all Shares issuable under any Accelerated Options of such person,
as defined in Section 12 hereof. If the Event is not consummated, the suspension
shall be removed and all Options shall continue in full force and effect,
subject to their terms.

     10.  Adjustment in Shares. Appropriate adjustment shall be made by the
Committee in the maximum number of Shares subject to the Plan and in the number,
kind, and exercise price of Shares covered by outstanding Options granted
hereunder to give effect to any stock dividends, stock splits, stock
combinations, recapitalizations and other similar changes in the capital
structure of the Company after the Effective Date of the Plan. In the event of a
change of the Common Stock resulting from a merger or similar reorganization as
to which the Company is the surviving corporation, the number and kind of Shares
which thereafter may be purchased pursuant to an Option under the Plan and the
number and kind of Shares then subject to Options granted hereunder and the
price per Share thereof shall be appropriately adjusted in such manner as the
Committee may deem equitable to prevent dilution or enlargement of the rights
available or granted hereunder.

     11.  Investment Representations; Transfer Restrictions. The Company may
require Participants, as a condition of purchasing Shares pursuant to the
exercise of an Option, to give written assurances in substance and form
satisfactory to the Company to the effect that such person is acquiring the
Shares for the Participant's own account for investment and not with any present
intention of selling or otherwise distributing the same, and to such other
effects as the Company deems necessary or appropriate (including without
limitation confirmation that the Participant is aware of any applicable
restrictions on transfer of the Shares, as specified in the by-laws of the
Company or otherwise) in order to comply with federal and applicable state
securities laws.


                                       6
<PAGE>   9


     12.  Change in Control

     Notwithstanding anything to the contrary in the Plan or in any Option grant
(but subject to the provisions of this Section 12), upon the occurrence of a
Change in Control (as defined below) of the Company, the right to purchase
shares under each option granted under the Plan that is then vested or that will
become vested on the next scheduled vesting date, as set forth in the applicable
Option grant, shall vest and become exercisable immediately on the date of
occurrence of a Change in Control (any such options, the "Accelerated Options").
Notwithstanding the foregoing, the Board of Directors may, by vote of a majority
of the entire Board (such majority to include the two directors appointed by the
Investors, as such term is defined in the Stock Purchase Agreement dated
December 18, 1997 by and among the Company, Prism Venture Partners I, L.P.,
Tredegar Investments, Inc., The Still River Fund and Gustin Partners, L.P., for
so long as such agreement remains in effect), provide for acceleration rights
upon a Change in Control in addition to those provided in this Section 12. For
the purpose of this Plan a "Change in Control" shall mean:

     (a)  The acquisition by any individual, entity or group (within the meaning
of Sections 13(d)(3) or 14(d)(2) of the Exchange Act) (a "Person") of beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act)
of 35 percent or more of either (i) the then outstanding shares of Common Stock
or (ii) the combined voting power of the then outstanding voting securities of
the Company entitled to vote generally in the election of the directors (the
"Outstanding Company Voting Securities"); provided, however, that the following
acquisitions shall not constitute a Change in Control: (A) any acquisition
directly from the Company; (B) any acquisition by the Company or by any
corporation controlled by the Company; (C) any acquisition by any employee
benefit plan (or related trust) sponsored or maintained by the Company or any
corporation controlled by the Company; or (D) any acquisition by any corporation
pursuant to a consolidation or merger, if, following such consolidation or
merger, the conditions described in clauses (i), (ii) and (iii) of paragraph (c)
of this Section 12 are satisfied; or

     (b)  Individuals who, as of the Effective Date, constitute the Board (the
"Incumbent Board") ceasing for any reason to constitute at least two-thirds of
the Board over any period of 24 consecutive months or less; provided, however,
that any individual becoming a director subsequent to the Effective Date whose
election, or nomination for election by the Company's stockholders, was approved
by a vote or resolution of at least a majority of the directors then comprising
the Incumbent Board shall be considered as though such individual were a member
of the Incumbent Board, but excluding, for this purpose, any such individual
whose initial assumption of office occurs as a result of either an actual or
threatened election contest (as such terms are used in Rule 14a-11 of Regulation
14A promulgated under the Exchange Act) or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other than the
Board; or

     (c)  Adoption by the Board of a resolution approving an agreement of
consolidation of the Company with or merger of the Company into another
corporation or business entity in each case unless, following such consolidation
or merger, (i) more than 60 percent of, respectively, the


                                       7
<PAGE>   10


then outstanding shares of common stock of the corporation resulting from such
consolidation or merger and/or the combined voting power of the then outstanding
voting securities of such corporation or business entity entitled to vote
generally in the election of directors (or other persons having the general
power to direct the affairs of such entity) is then beneficially owned, directly
or indirectly, by all or substantially all of the individuals and entities who
were the beneficial owners, respectively, of the Common Stock and Outstanding
Company Voting Securities immediately prior to such consolidation or merger in
substantially the same proportions as their ownership, immediately prior to such
consolidation or merger, of the Common Stock and/or Outstanding Company Voting
Securities, as the case may be, (ii) no Person (excluding the Company; any
employee benefit plan (or related trust) of the Company or such corporation or
other business entity resulting from such consolidation or merger; and any
Person beneficially owning, immediately prior to such consolidation or merger,
directly or indirectly, 35 percent or more of the Common Stock and/or
Outstanding Company Voting Securities, as the case may be) beneficially owns,
directly or indirectly, 35 percent or more of, respectively, the then
outstanding shares of common stock of the corporation resulting from such
consolidation or merger or the combined voting power of the then outstanding
voting securities of such corporation or business entity entitled to vote
generally in the election of its directors (or other persons having the general
power to direct the affairs of such entity) and (iii) at least two-thirds of the
members of the board of directors (or other group of persons having the general
power to direct the affairs of the corporation or other business entity)
resulting from such consolidation or merger were members of the Incumbent Board
at the time of the execution of the initial agreement providing for such
consolidation or merger; provided that any right which shall vest by reason of
the action of the Board pursuant to this paragraph (c) shall be divested, with
respect to any such right not already exercised, upon (A) the rejection of such
agreement of consolidation or merger by the stockholders of the Company or (B)
its abandonment by either party thereto in accordance with its terms; or

     (d)  Adoption by the requisite majority of the whole Board, or by the
holders of such majority of stock of the Company as is required by law or by the
Certificate of Incorporation or By-Laws of the Company as then in effect, of a
resolution or consent authorizing (i) the dissolution of the Company or (ii) the
sale or other disposition of all or substantially all of the assets of the
Company, other than to a corporation or other business entity with respect to
which, following such sale or other disposition, (A) more than 60 percent of,
respectively, the then outstanding shares of common stock of such corporation
and/or the combined voting power of the outstanding voting securities of such
corporation or other business entity entitled to vote generally in the election
of directors (or other persons having the general power to direct the affairs of
such entity) is then beneficially owned, directly or indirectly, by all or
substantially all of the individuals and entities who were the beneficial
owners, respectively, of the Common Stock and Outstanding Company Voting
Securities immediately prior to such sale or other disposition in substantially
the same proportions as their ownership, immediately prior to such sale or other
disposition, of the Common Stock and/or Outstanding Company Voting securities,
as the case may be, (B) no Person (excluding the Company; any employee benefit
plan (or related trust) of the Company or such corporation or other business
entity; and any Person beneficially owning, immediately prior to such sale or
other disposition, directly or indirectly, 35 percent or more of the Common
Stock and/or Outstanding Company Voting Securities, as the


                                       8
<PAGE>   11


case may be) beneficially owns, directly or indirectly, 35 percent or more of,
respectively, the then outstanding shares of common stock of such corporation
and/or the combined voting power of the then outstanding voting securities of
such corporation or other business entity entitled to vote generally in the
election of directors (or other persons having the general power to direct the
affairs of such entity) and (C) at least two-thirds of the members of the board
of directors (or other group of persons having the general power to direct the
affairs of such corporation or other entity) were members of the Incumbent Board
at the time of the execution of the initial agreement or action of the Board
providing for such sale or other disposition of assets of the Company; provided
that any right which shall vest by reason of the action of the Board or the
stockholders pursuant to this paragraph (d) shall be divested, with respect to
any such right not already exercised, upon the abandonment by the Company of
such dissolution, or such sale or other disposition of assets, as the case may
be.

     A Change in Control shall not occur upon the mere reincorporation of the
Company in another state.

     13.  Company's Right of First Refusal.

          (a)  Exercise of Right. If the Employee desires to sell all or any
part of the shares acquired under an Option (including any securities received
in respect thereof pursuant to any stock dividend, stock split,
reclassification, reorganization, recapitalization and the like), and an offeror
(the "Offeror") has made an offer therefor, which offer the Employee desires to
accept, the Employee shall: (i) obtain in writing an irrevocable and
unconditional bona fide offer (the "Bona Fide Offer") for the purchase thereof
from the Offeror; and (ii) give written notice (the "Option Notice") to the
Company setting forth his or her desire to sell such shares, which Option Notice
shall be accompanied by a photocopy of the original executed Bona Fide Offer and
shall set forth at least the name and address of the Offeror and the price and
terms of the Bona Fide Offer. Upon receipt of the Option Notice, the Company
shall have an assignable option to purchase any or all of such shares (the
"Option Shares") specified in the Option Notice, such option to be exercisable
by giving, within 30 days after receipt of the Option Notice, a written
counter-notice to the Employee. If the Company elects to purchase any or all of
such Option Shares, it shall be obligated to purchase, and the Employee shall be
obligated to sell to the Company, such Option Shares at the price and terms
indicated in the Bona Fide Offer within 60 days from the date of receipt by the
Company of the Option Notice.

          (b)  Sale of Option Shares to Offeror. The Employee may sell, pursuant
to the terms of the Bona Fide Offer, any or all of such Option Shares not
purchased or agreed to be purchased by the Company for 60 days after the
expiration of the 30-day period during which the Company may give the aforesaid
counter-notice; provided, however, that the Employee shall not sell such Option
Shares to the Offeror if the Offeror is a competitor of the Company and the
Company gives written notice to the Employee, within 30 days of its receipt of
the Option Notice, stating that the Employee shall not sell his Option Shares to
the Offeror; and provided, further, that prior to the sale of such Option Shares
to the Offeror, the Offeror shall execute an agreement with the Company pursuant
to which the Offeror agrees to be subject to the restrictions set forth in this
Section 13. If any or all of such Option Shares are not sold pursuant


                                       9
<PAGE>   12


to a Bona Fide Offer within the time permitted above, the unsold Option Shares
shall remain subject to the terms of this Section 13.

          (c)  Adjustments for Changes in Capital Structure. If there shall be
any change in the Common Stock of the Company through merger, consolidation,
reorganization, recapitalization, stock dividend, split-up, combination or
exchange of shares, or the like, the restrictions contained in this Section 13
shall apply with equal force to additional and/or substitute securities, if any,
received by the Employee in exchange for, or by virtue of his or her ownership
of, Option Shares.

          (d)  Failure to Deliver Option Shares. In the event the Employee fails
or refuses to deliver on a timely basis duly endorsed certificates representing
Option Shares to be sold to the Company pursuant to this Section 13 the Company
shall have the right to deposit the purchase price for the Option Shares in a
special account with any bank or trust company in the Commonwealth of
Massachusetts, giving notice of such deposit to the Employee, whereupon such
Option Shares shall be deemed to have been purchased by the Company. All such
monies shall be held by the bank or trust company for the benefit of the
Employee. All monies deposited with the bank or trust company but remaining
unclaimed for two (2) years after the date of deposit shall be repaid by the
bank or trust company to the Company on demand, and the Employee shall
thereafter look only to the Company for payment. The Company may place a legend
on any stock certificate delivered to the Employee reflecting the restrictions
on transfer provided in this Section 13.

          (e)  Expiration of Company's Right of First Refusal. The refusal
rights of the Company forth above shall remain in effect until the earlier of
(i) the date which is ten years from the date of grant of this option or (ii)
such time, if ever, as a distribution to the public is made of shares of the
Company's Common Stock for an aggregate public offering price of at least
$5,000,000 or more pursuant to a registration statement filed under the
Securities Act of 1933, as amended, or a successor statute, at which time the
refusal rights of the Company set forth herein will automatically expire.

     14.  No Exercise of Option if Employment Terminated for Misconduct. If the
employment of the Employee is terminated for "Misconduct", an Option shall
terminate on the date of such termination of employment with respect to any
shares which have become exercisable during the period commencing on the date
which is six months prior to the date upon which such Misconduct is determined
by the Board of Directors to have commenced or occurred and shall thereupon not
be exercisable to the extent of such termination. "Misconduct" is conduct, as
determined by the Board of Directors, involving one or more of the following:
(i) the substantial and continuing failure of the Employee to render services to
the Company in accordance with his assigned duties; (ii) a determination by
two-thirds of the members of the Board of Directors that the Employee has
inadequately performed the duties of his employment; (iii) disloyalty, gross
negligence, dishonesty or breach of fiduciary duty to the Company; (iv) the
commission of an act of embezzlement, fraud, disloyalty, dishonesty or
deliberate disregard of the rules or policies of the Company which results in
loss, damage or injury to the Company, whether directly or indirectly; (v) the
unauthorized disclosure of any trade secret or confidential


                                       10
<PAGE>   13


information of the Company; or (vi) the commission of an act which constitutes
unfair competition with the Company or which induces any customer of the Company
to withdraw from or not enter into a contract with the Company. In making such
determination, the Board of Directors shall act fairly and in utmost good faith
and shall give the Employee an opportunity to appear and to be heard at a
hearing before the Board of Directors or any Committee and present evidence on
his or her behalf. For the purposes of this Section 14, termination of
employment shall be deemed to occur when the Employee receives notice that his
or her employment is terminated.

     15.  Company's Right of Repurchase.

          (a)  Rights of Repurchase. If any of the events specified in Section
15(b) below occur, then:

               (i)  with respect to shares acquired upon exercise of an Option
          prior to the occurrence of such event, within 60 days after the
          Company receives actual knowledge of the event, and

               (ii) with respect to shares acquired upon exercise of an Option
          after the occurrence of such event, within 60 days following the later
          of the date of such exercise or the date the Company receives actual
          knowledge of such event,

(in either case, the "Repurchase Period"), the Company shall have the right, but
not the obligation, to repurchase all, but not a portion of, the shares from the
Employee, or his or her legal representatives, as the case may be (the
"Repurchase Right"). The Repurchase Right shall be exercised by the Company by
giving the Employee, or his or her legal representative, written notice of its
intention to exercise the Repurchase Right on or before the last day of the
Repurchase Period, and, together with such notice, tendering to the Employee, or
his or her legal representative, an amount equal to the higher of the Option
price or the fair market value of the shares. The Company may, in exercising the
Repurchase Right, designate one or more nominees to purchase the shares either
within or without the Company. Upon timely exercise of the Repurchase Right in
the manner provided in this Section 15(a), Employee, or his or her legal
representative, shall deliver to the Company the stock certificate or
certificates representing the shares being repurchased, duly endorsed and free
and clear of any and all liens, charges and encumbrances.

     If shares are not purchased under the Repurchase Right, the Employee and
his or her successor in interest, if any, will hold any such shares in his or
her possession subject to all of the provisions of this Plan.

          (b)  Company's Right to Exercise Repurchase Right. The Company shall
have the Repurchase Right in the event that any of the following events shall
occur:

               (i)  The termination of the Employee's employment with the
Company or any other member of the Company Group, voluntarily or involuntarily,
for any


                                       11
<PAGE>   14


reason whatsoever, including death or permanent disability, prior to the time
the Option shall be fully vested as provided in the applicable Option grant;

               (ii)  The receivership or bankruptcy of the Employee, any other
creditor's proceeding affecting the Employee's ownership of any shares acquired
upon exercise of this option or the taking of any of Employee's shares acquired
upon exercise of this option by legal process, such as a levy of execution;

               (iii) Distribution of shares held by the Employee to his or her
spouse as such spouse's joint or community interest pursuant to a decree of
dissolution, operation of law, divorce, property settlement agreement or for any
other reason, except as may be otherwise permitted by the Company; or

               (iv)  The termination of the Employee's employment by the Company
for Misconduct (as defined in Section 14 hereof).

          (c)  Determination of Fair Market Value. The fair market value of the
shares subject to the Repurchase Right shall be, for purposes of this Section
15, an amount per share determined on the basis of the price at which shares of
the Common Stock could reasonably be expected to be sold in an arms-length
transaction, for cash, other than on an installment basis, to a person not
employed by, controlled by, in control of or under common control with the
Company. Fair market value shall be determined by the Board of Directors, giving
due consideration to recent grants of incentive stock options for shares of
Common Stock, recent transactions involving shares of the Common Stock, if any,
earnings of the Company to the date of such determination, projected earnings of
the Company, the effect of the transfer restrictions to which the shares are
subject under law and this Agreement, the absence of a public market for the
Common Stock and such other matters as the Board of Directors deems pertinent.
The determination by the Board of Directors of the fair market value shall be
conclusive and binding. The fair market value of the shares shall be determined
as of the day on which the event occurs.

     16.  Lock-up Agreement. The Employee agrees that the Employee will not, for
such period following the effective date of the Company's initial distribution
of securities in an underwritten public offering to the general public pursuant
to a registration statement filed with the Securities and Exchange Commission as
the managing underwriter of such offering shall reasonably request, but in any
event not to exceed 120 days, directly or indirectly, sell, offer to sell or
otherwise dispose of the Company's securities other than any securities which
are included in such initial public offering.

     17.  Definitions.

          (a)  "Board" means the Board of Directors of the Company.

          (b)  "Code" means the Internal Revenue Code of 1986, as heretofore and
               hereafter amended, and the regulations promulgated thereunder.


                                       12
<PAGE>   15


          (c)  "Exchange Act" means the Securities Exchange Act of 1934, as
               heretofore and hereafter amended.

          (d)  "Service" means the performance of work for one or more members
               of the Company Group as an employee, director, consultant or
               other individual contributor.

          (e)  "Subsidiary" has the meaning set forth in Section 424(f) of the
               Code.

     18.  Termination or Amendment of Plan. The Board may by written action at
any time terminate the Plan or make such changes in or additions to the Plan as
it deems advisable without further action on the part of the stockholders of the
Company, provided:

          (a) that no such termination or amendment shall adversely affect or
impair any then outstanding Option or related agreement without the consent of
the Participant holding such Option or related agreement; and

          (b) that if the Plan itself shall have been approved by the
stockholders of the Company, no such amendment which (i) increases the maximum
number of Shares subject to this Plan (except to the extent provided in Section
3), (ii) materially increases the benefits accruing to Participants, or (iii)
materially modifies the requirements as to eligibility for participation in the
Plan may be made without obtaining, or being conditioned upon, stockholder
approval.

        With the consent of the Participant affected, the Committee may amend
outstanding Options or related agreements in a manner not inconsistent with the
Plan. The Committee shall have the right to amend or modify the terms and
provisions of the Plan and of any outstanding Incentive Options granted under
the Plan to the extent necessary to qualify any or all such Options for such
favorable federal income tax treatment (including deferral of taxation upon
exercise) as may be afforded incentive stock options under Section 422 of the
Code.


                                       13