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                                                                    Exhibit 10.5

                          MARKETFIRST SOFTWARE, INC.

                       2000 EMPLOYEE STOCK PURCHASE PLAN

     1.   PURPOSE OF THE PLAN

          This Employee Stock Purchase Plan is intended to promote the interests
of MarketFirst Software, Inc., a Delaware corporation, by providing eligible
employees with the opportunity to acquire a proprietary interest in the
Corporation through participation in a payroll-deduction based employee stock
purchase plan designed to qualify under Section 423 of the Code.

          Capitalized terms herein shall have the meanings assigned to such
terms in the attached Appendix.

     2.   ADMINISTRATION OF THE PLAN

          The Plan Administrator shall have full authority to interpret and
construe any provision of the Plan and to adopt such rules and regulations for
administering the Plan as it may deem necessary in order to comply with the
requirements of Code Section 423.  Decisions of the Plan Administrator shall be
final and binding on all parties having an interest in the Plan.

     3.   STOCK SUBJECT TO PLAN

          A.   The stock purchasable under the Plan shall be shares of
authorized but unissued or reacquired Common Stock, including shares of Common
Stock purchased on the open market.  The number of shares of Common Stock
initially reserved for issuance over the term of the Plan shall be limited to
Eight Hundred Thousand (800,000) shares.

          B.   The number of shares of Common Stock available for issuance under
the Plan shall automatically increase on the first trading day of January each
calendar year during the term of the Plan, beginning with calendar year 2001, by
an amount equal to one and one-half percent (1 1/2%) of the total number of
shares of Common Stock outstanding on the last trading day in December of the
immediately preceding calendar year, but in no event shall any such annual
increase exceed Eight Hundred Thousand (800,000) shares.

          C.   Should any change be made to the Common Stock by reason of any
stock split, stock dividend, recapitalization, combination of shares, exchange
of shares or other change affecting the outstanding Common Stock as a class
without the Corporation's receipt of consideration, appropriate adjustments
shall be made to (i) the maximum number and class of securities issuable under
the Plan, (ii) the maximum number and class of securities purchasable per
Participant on any one Purchase Date, (iii) the maximum number and class of
securities purchasable by all Participants in the aggregate on any one Purchase
Date, (iv) the maximum number and/or class of securities by which the share
reserve is to increase automatically each calendar year pursuant to the
provisions of Section 3.B above and (v) the number and class of
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securities and the price per share in effect under each outstanding purchase
right in order to prevent the dilution or enlargement of benefits thereunder.

     4.   OFFERING PERIODS

          A.   Shares of Common Stock shall be offered for purchase under the
Plan through a series of successive offering periods until such time as (i) the
maximum number of shares of Common Stock available for issuance under the Plan
shall have been purchased or (ii) the Plan shall have been sooner terminated.

          B.   Each offering period shall be of such duration (not to exceed
twenty-four (24) months) as determined by the Plan Administrator prior to the
start date of such offering period.  However, the initial offering period shall
commence at the Effective Time and terminate on the last business day in May
2002.  The next offering period shall commence on the first business day in June
2002, and subsequent offering periods shall commence as designated by the Plan
Administrator.

          C.   Each offering period shall be comprised of a series of one or
more successive Purchase Intervals.  Purchase Intervals shall run from the first
business day in March to the last business day in May each year, from the first
business day in June each year to the last business day in August each year,
from the first business day in September each year to the last business day in
November each year, and from the first business day of December each year to the
last business day of February in the following year.  However, the first
Purchase Interval in effect under the initial offering period shall commence at
the Effective Time and terminate on the last business day in August 2000.

          D.   Should the Fair Market Value per share of Common Stock on any
Purchase Date within an offering period be less than the Fair Market Value per
share of Common Stock on the start date of that offering period, then the
offering period shall automatically terminate immediately after the purchase of
shares of Common Stock on such Purchase Date, and a new offering period shall
commence on the next business day following such Purchase Date.  The new
offering period shall have a duration of twenty (24) months, unless a shorter
duration is established by the Plan Administrator within five (5) business days
following the start date of that offering period.

     5.   ELIGIBILITY

          A.   Each individual who is an Eligible Employee on the start date of
any offering period under the Plan may enter that offering period on such start
date or on any subsequent Quarterly Entry Date within that offering period,
provided he or she remains an Eligible Employee.

          B.   Each individual who first becomes an Eligible Employee after the
start date of an offering period may enter that offering period on any
subsequent Quarterly Entry Date within that offering period on which he or she
is an Eligible Employee.

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          C.   The date an individual enters an offering period shall be
designated his or her Entry Date for purposes of that offering period.

          D.   To participate in the Plan for a particular offering period, the
Eligible Employee must complete the enrollment forms prescribed by the Plan
Administrator (including a stock purchase agreement and a payroll deduction
authorization) and file such forms with the Plan Administrator (or its
designate) on or before his or her scheduled Entry Date.

     6.   PAYROLL DEDUCTIONS

          A.   The payroll deduction authorized by the Participant for purposes
of acquiring shares of Common Stock during an offering period may be any
multiple of one percent (1%) of the Base Salary paid to the Participant during
each Purchase Interval within that offering period, up to a maximum of fifteen
percent (15%).  The deduction rate so authorized shall continue in effect
throughout the offering period, except to the extent such rate is changed in
accordance with the following guidelines:

          B.   The Participant may, at any time during the offering period,
reduce his or her rate of payroll deduction to become effective as soon as
possible after filing the appropriate form with the Plan Administrator.  The
Participant may not, however, effect more than one (1) such reduction per
Purchase Interval.

          C.   The Participant may, prior to the commencement of any new
Purchase Interval within the offering period, increase the rate of his or her
payroll deduction by filing the appropriate form with the Plan Administrator.
The new rate (which may not exceed the fifteen percent (15%) maximum) shall
become effective on the start date of the first Purchase Interval following the
filing of such form.

          D.   Payroll deductions shall begin on the first pay day
administratively feasible following the Participant's Entry Date into the
offering period and shall (unless sooner terminated by the Participant) continue
through the pay day ending with or immediately prior to the last day of that
offering period.  The amounts so collected shall be credited to the
Participant's book account under the Plan, but no interest shall be paid on the
balance from time to time outstanding in such account.  The amounts collected
from the Participant shall not be required to be held in any segregated account
or trust fund and may be commingled with the general assets of the Corporation
and used for general corporate purposes.

          E.   Payroll deductions shall automatically cease upon the termination
of the Participant's purchase right in accordance with the provisions of the
Plan.

          F.   The Participant's acquisition of Common Stock under the Plan on
any Purchase Date shall neither limit nor require the Participant's acquisition
of Common Stock on any subsequent Purchase Date, whether within the same or a
different offering period.

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     7.   PURCHASE RIGHTS

          A.   Grant of Purchase Right.  A Participant shall be granted a
               -----------------------
separate purchase right for each offering period in which he or she
participates.  The purchase right shall be granted on the Participant's Entry
Date into the offering period and shall provide the Participant with the right
to purchase shares of Common Stock, in a series of successive installments over
the remainder of such offering period, upon the terms set forth below.  The
Participant shall execute a stock purchase agreement embodying such terms and
such other provisions (not inconsistent with the Plan) as the Plan Administrator
may deem advisable.

          Under no circumstances shall purchase rights be granted under the Plan
to any Eligible Employee if such individual would, immediately after the grant,
own (within the meaning of Code Section 424(d)) or hold outstanding options or
other rights to purchase, stock possessing five percent (5%) or more of the
total combined voting power or value of all classes of stock of the Corporation
or any Corporate Affiliate.

          B.   Exercise of the Purchase Right.  Each purchase right shall be
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automatically exercised in installments on each successive Purchase Date within
the offering period, and shares of Common Stock shall accordingly be purchased
on behalf of each Participant on each such Purchase Date.  The purchase shall be
effected by applying the Participant's payroll deductions for the Purchase
Interval ending on such Purchase Date to the purchase of whole shares of Common
Stock at the purchase price in effect for the Participant for that Purchase
Date.

          C.   Purchase Price.  The purchase price per share at which Common
               --------------
Stock will be purchased on the Participant's behalf on each Purchase Date within
the offering period shall be equal to eighty-five percent (85%) of the lower of
                                                                       -----
(i) the Fair Market Value per share of Common Stock on the Participant's Entry
Date into that offering period or (ii) the Fair Market Value per share of Common
Stock on that Purchase Date.

          D.   Number of Purchasable Shares.  The number of shares of Common
               ----------------------------
Stock purchasable by a Participant on each Purchase Date during the offering
period shall be the number of whole shares obtained by dividing the amount
collected from the Participant through payroll deductions during the Purchase
Interval ending with that Purchase Date by the purchase price in effect for the
Participant for that Purchase Date.  However, the maximum number of shares of
Common Stock purchasable per Participant on any one Purchase Date shall not
exceed Five Thousand (5,000) shares, subject to periodic adjustments in the
event of certain changes in the Corporation's capitalization. In addition, the
maximum number of shares of Common Stock purchasable in the aggregate by all
Participants on any one Purchase Date shall not exceed Eight Hundred Thousand
(800,000) shares, subject to periodic adjustments in the event of certain
changes in the Corporation's capitalization.  However, the Plan Administrator
shall have the discretionary authority, exercisable prior to the start of any
offering period under the Plan, to increase or decrease the limitations to be in
effect for the number of shares purchasable per Participant and in the aggregate
by all Participants on each Purchase Date during that offering period.

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          E.   Excess Payroll Deductions.  Any payroll deductions not applied to
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the  purchase of shares of Common Stock on any Purchase Date because they are
not sufficient to purchase a whole share of Common Stock shall be held for the
purchase of Common Stock on the next Purchase Date.  However, any payroll
deductions not applied to the purchase of Common Stock by reason of the
limitation on the maximum number of shares purchasable per Participant or in the
aggregate on the Purchase Date shall be promptly refunded.

          F.   Termination of Purchase Right.  The following provisions shall
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govern the termination of outstanding purchase rights:

               (i)    Participant may, at any time prior to the next scheduled
     Purchase Date in the offering period, terminate his or her outstanding
     purchase right by filing the appropriate form with the Plan Administrator
     (or its designate), and no further payroll deductions shall be collected
     from the Participant with respect to the terminated purchase right. Any
     payroll deductions collected during the Purchase Interval in which such
     termination occurs shall, at the Participant's election, be immediately
     refunded or held for the purchase of shares on the next Purchase Date. If
     no such election is made at the time such purchase right is terminated,
     then the payroll deductions collected with respect to the terminated right
     shall be refunded as soon as possible.

               (ii)   The termination of such purchase right shall be
     irrevocable, and the Participant may not subsequently rejoin the offering
     period for which the terminated purchase right was granted. In order to
     resume participation in any subsequent offering period, such individual
     must re-enroll in the Plan (by making a timely filing of the prescribed
     enrollment forms) on or before his or her scheduled Entry Date into that
     offering period.

               (iii)  Should the Participant cease to remain an Eligible
     Employee for any reason (including death, disability or change in status)
     while his or her purchase right remains outstanding, then that purchase
     right shall immediately terminate, and all of the Participant's payroll
     deductions for the Purchase Interval in which the purchase right so
     terminates shall be immediately refunded. However, should the Participant
     cease to remain in active service by reason of an approved unpaid leave of
     absence, then the Participant shall have the right, exercisable up until
     the last business day of the Purchase Interval in which such leave
     commences, to (a) withdraw all the payroll deductions collected to date on
     his or her behalf for that Purchase Interval or (b) have such funds held
     for the purchase of shares on his or her behalf on the next scheduled
     Purchase Date. In no event, however, shall any further payroll deductions
     be collected on the Participant's behalf during such leave. Upon the
     Participant's return to active service (x) within ninety (90) days
     following the commencement of such leave or (y) prior to the expiration of
     any longer period for which such Participant's right to reemployment with
     the Corporation is guaranteed by statute or contract, his or her payroll
     deductions under the Plan shall automatically resume at the rate in effect
     at the time the leave began, unless the Participant withdraws from the Plan
     prior to his or her return. An individual who returns to active employment
     following a leave of absence which exceeds in duration the applicable (x)
     or (y) time period will be treated as a new Employee for purposes of

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     subsequent participation in the Plan and must accordingly re-enroll in the
     Plan (by making a timely filing of the prescribed enrollment forms) on or
     before his or her scheduled Entry Date into the offering period.

          G.   Change in Control.  Each outstanding purchase right shall
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automatically be exercised, immediately prior to the effective date of any
Change in Control, by applying the payroll deductions of each Participant for
the Purchase Interval in which such Change in Control occurs to the purchase of
whole shares of Common Stock at a purchase price per share equal to eighty-five
percent (85%) of the lower of (i) the Fair Market Value per share of Common
                     -----
Stock on the Participant's Entry Date into the offering period in which such
Change in Control occurs or (ii) the Fair Market Value per share of Common Stock
immediately prior to the effective date of such Change in Control.  However, the
applicable limitation on the number of shares of Common Stock purchasable per
Participant shall continue to apply to any such purchase, but not the limitation
applicable to the maximum number of shares of Common Stock purchasable in the
aggregate by all participants.

          The Corporation shall use its best efforts to provide at least ten
(10)-days prior written notice of the occurrence of any Change in Control, and
Participants shall, following the receipt of such notice, have the right to
terminate their outstanding purchase rights prior to the effective date of the
Change in Control.

          H.   Proration of Purchase Rights.  Should the total number of shares
               ----------------------------
of Common Stock to be purchased pursuant to outstanding purchase rights on any
particular date exceed the number of shares then available for issuance under
the Plan, the Plan Administrator shall make a pro-rata allocation of the
available shares on a uniform and nondiscriminatory basis, and the payroll
deductions of each Participant, to the extent in excess of the aggregate
purchase price payable for the Common Stock pro-rated to such individual, shall
be refunded.

          I.   Assignability.  The purchase right shall be exercisable only by
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the Participant and shall not be assignable or transferable by the Participant.

          J.   Stockholder Rights.  A Participant shall have no stockholder
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rights with respect to the shares subject to his or her outstanding purchase
right until the shares are purchased on the Participant's behalf in accordance
with the provisions of the Plan and the Participant has become a holder of
record of the purchased shares.

     8.   ACCRUAL LIMITATIONS

          A.   No Participant shall be entitled to accrue rights to acquire
Common Stock pursuant to any purchase right outstanding under this Plan if and
to the extent such accrual, when aggregated with (i) rights to purchase Common
Stock accrued under any other purchase right granted under this Plan and (ii)
similar rights accrued under other employee stock purchase plans (within the
meaning of Code Section 423) of the Corporation or any Corporate Affiliate,
would otherwise permit such Participant to purchase more than Twenty-Five
Thousand Dollars ($25,000.00) worth of stock of the Corporation or any Corporate
Affiliate (determined on the

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basis of the Fair Market Value per share on the date or dates such rights are
granted) for each calendar year such rights are at any time outstanding.

          B.   For purposes of applying such accrual limitations to the purchase
rights granted under the Plan, the following provisions shall be in effect:

               (i)    The right to acquire Common Stock under each outstanding
     purchase right shall accrue in a series of installments on each successive
     Purchase Date during the offering period on which such right remains
     outstanding.

               (ii)   No right to acquire Common Stock under any outstanding
     purchase right shall accrue to the extent the Participant has already
     accrued in the same calendar year the right to acquire Common Stock under
     one or more other purchase rights at a rate equal to Twenty-Five Thousand
     Dollars ($25,000.00) worth of Common Stock (determined on the basis of the
     Fair Market Value per share on the date or dates of grant) for each
     calendar year such rights were at any time outstanding.

               (iii)  If by reason of such accrual limitations, any purchase
     right of a Participant does not accrue for a particular Purchase Interval,
     then the payroll deductions which the Participant made during that Purchase
     Interval with respect to such purchase right shall be promptly refunded.

               (iv)   In the event there is any conflict between the provisions
     of this Article and one or more provisions of the Plan or any instrument
     issued thereunder, the provisions of this Article shall be controlling.

     9.   EFFECTIVE DATE AND TERM OF THE PLAN

          A.   The Plan was adopted by the Board on April 13, 2000 and shall
become effective at the Effective Time, provided no purchase rights granted
                                        --------
under the Plan shall be exercised, and no shares of Common Stock shall be issued
hereunder, until (i) the Plan shall have been approved by the stockholders of
the Corporation and (ii) the Corporation shall have complied with all applicable
requirements of the 1933 Act (including the registration of the shares of Common
Stock issuable under the Plan on a Form S-8 registration statement filed with
the Securities and Exchange Commission), all applicable listing requirements of
any stock exchange (or the Nasdaq National Market, if applicable) on which the
Common Stock is listed for trading and all other applicable requirements
established by law or regulation.  In the event such stockholder approval is not
obtained, or such compliance is not effected, within twelve (12) months after
the date on which the Plan is adopted by the Board, the Plan shall terminate and
have no further force or effect, and all sums collected from Participants during
the initial offering period hereunder shall be refunded.

          B.   Unless sooner terminated by the Board, the Plan shall terminate
upon the earliest of (i) April 7, 2010, (ii) the date on which all shares
         --------
available for issuance under the Plan shall have been sold pursuant to purchase
rights exercised under the Plan or (iii) the date on which all purchase rights
are exercised in connection with a Change in Control.  No further

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purchase rights shall be granted or exercised, and no further payroll deductions
shall be collected, under the Plan following such termination.

     10.  AMENDMENT OF THE PLAN

          A.   The Board may alter, amend, suspend or terminate the Plan at any
time to become effective immediately following the close of any Purchase
Interval.  However, the Plan may be amended or terminated immediately upon Board
action, if and to the extent necessary to assure that the Corporation will not
recognize, for financial reporting purposes, any compensation expense in
connection with the shares of Common Stock offered for purchase under the Plan,
should the financial accounting rules applicable to the Plan at the Effective
Time be subsequently revised so as to require the Corporation's recognition of
compensation expense in the absence of such amendment or termination.

          B.   In no event may the Board effect any of the following amendments
or revisions to the Plan without the approval of the Corporation's stockholders:
(i) increase the number of shares of Common Stock issuable under the Plan,
except for permissible adjustments in the event of certain changes in the
Corporation's capitalization, (ii) alter the purchase price formula so as to
reduce the purchase price payable for the shares of Common Stock purchasable
under the Plan or (iii) modify the eligibility requirements for participation in
the Plan.

     11.  GENERAL PROVISIONS

          A.   All costs and expenses incurred in the administration of the Plan
shall be paid by the Corporation; however, each Plan Participant shall bear all
costs and expenses incurred by such individual in the sale or other disposition
of any shares purchased under the Plan.

          B.   Nothing in the Plan shall confer upon the Participant any right
to continue in the employ of the Corporation or any Corporate Affiliate for any
period of specific duration or interfere with or otherwise restrict in any way
the rights of the Corporation (or any Corporate Affiliate employing such person)
or of the Participant, which rights are hereby expressly reserved by each, to
terminate such person's employment  at any time for any reason, with or without
cause.

          C.   The provisions of the Plan shall be governed by the laws of the
State of California without resort to that State's conflict-of-laws rules.

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                                   Schedule A
                                   ----------

                         Corporations Participating in
                          Employee Stock Purchase Plan
                            As of the Effective Time
                            ------------------------

                           MarketFirst Software, Inc.
                                 FusionDM, Inc.



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                                    APPENDIX
                                    --------
          The following definitions shall be in effect under the Plan:

          A.   Base Salary shall mean the regular base salary paid to a
               -----------
Participant by one or more Participating Companies during such individual's
period of participation in one or more offering periods under the Plan.  Base
Salary shall be calculated before deduction of (A) any income or employment tax
withholdings or (B) any and all contributions made by the Participant to any
Code Section 401(k) salary deferral plan or Code Section 125 cafeteria benefit
program now or hereafter established by the Corporation or any Corporate
Affiliate.  Base Salary shall not include (i) any overtime payments, bonuses,
commissions, profit-sharing distributions and other incentive-type payments
received during the period of participation in the Plan and (ii)  any
contributions made on the Participant's behalf by the Corporation or any
Corporate Affiliate to any employee benefit or welfare plan now or hereafter
established (other than Code Section 401(k) or Code Section 125 contributions
deducted from Base Salary).

          B.   Board shall mean the Corporation's Board of Directors.
               -----

          C.   Change in Control shall mean a change in ownership of the
               -----------------
Corporation pursuant to any of the following transactions:

               (i)    a merger or consolidation in which securities possessing
more than fifty percent (50%) of the total combined voting power of the
Corporation's outstanding securities are transferred to a person or persons
different from the persons holding those securities immediately prior to such
transaction, or

               (ii)   the sale, transfer or other disposition of all or
substantially all of the assets of the Corporation in complete liquidation or
dissolution of the Corporation, or

               (iii)  the acquisition, directly or indirectly by an person or
related group of persons (other than the Corporation or a person that directly
or indirectly controls, is controlled by or is under common control with the
Corporation) of beneficial ownership (within the meaning of Rule 13d-3 of the
1934 Act) of securities possessing more than fifty percent (50%) of the total
combined voting power of the Corporation's outstanding securities pursuant to a
tender or exchange offer made directly to the Corporation's stockholders.

          D.   Code shall mean the Internal Revenue Code of 1986, as amended.
               ----

          E.   Common Stock shall mean the Corporation's common stock.
               ------------

          F.   Corporate Affiliate shall mean any parent or subsidiary
               -------------------
corporation of the Corporation (as determined in accordance with Code Section
424), whether now existing or subsequently established.
<PAGE>

          G.   Corporation shall mean MarketFirst Software, Inc., a Delaware
               -----------
corporation, and any corporate successor to all or substantially all of the
assets or voting stock of MarketFirst Software, Inc. which shall by appropriate
action adopt the Plan.

          H.   Effective Time shall mean the time at which the Underwriting
               --------------
Agreement is executed and the Common Stock priced for the initial public
offering.  Any Corporate Affiliate which becomes a Participating Corporation
after such Effective Time shall designate a subsequent Effective Time with
respect to its employee-Participants.

          I.   Eligible Employee shall mean any person who (i) is employed by a
               -----------------
Participating Corporation on a basis under which he or she is regularly expected
to render more than twenty (20) hours of service per week for more than five (5)
months per calendar year for earnings considered wages under Code Section
3401(a), and (ii) has provided at least ninety (90) days of service to a
Participating Corporation.

          J.   Entry Date shall mean the date an Eligible Employee first
               ----------
commences participation in the offering period in effect under the Plan.  The
earliest Entry Date under the Plan shall be the Effective Time.

          K.   Fair Market Value per share of Common Stock on any relevant date
               -----------------
shall be determined in accordance with the following provisions:

               (i)    If the Common Stock is at the time traded on the Nasdaq
National Market, then the Fair Market Value shall be the closing selling price
per share of Common Stock on the date in question, as such price is reported by
the National Association of Securities Dealers on the Nasdaq National Market. If
there is no closing selling price for the Common Stock on the date in question,
then the Fair Market Value shall be the closing selling price on the last
preceding date for which such quotation exists.

               (ii)   If the Common Stock is at the time listed on any Stock
Exchange, then the Fair Market Value shall be the closing selling price per
share of Common Stock on the date in question on the Stock Exchange determined
by the Plan Administrator to be the primary market for the Common Stock, as such
price is officially quoted in the composite tape of transactions on such
exchange. If there is no closing selling price for the Common Stock on the date
in question, then the Fair Market Value shall be the closing selling price on
the last preceding date for which such quotation exists.

               (iii)  For purposes of the initial offering period which begins
at the Effective Time, the Fair Market Value shall be deemed to be equal to the
price per share at which the Common Stock is sold in the initial public offering
pursuant to the Underwriting Agreement.

          L.   1933 Act shall mean the Securities Act of 1933, as amended.
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<PAGE>

          M.   Participant shall mean any Eligible Employee of a Participating
               -----------
Corporation who is actively participating in the Plan.

          N.   Participating Corporation shall mean the Corporation and such
               -------------------------
Corporate Affiliate or Affiliates as may be authorized from time to time by the
Board to extend the benefits of the Plan to their Eligible Employees.  The
Participating Corporations in the Plan are listed in attached Schedule A.

          O.   Plan shall mean the Corporation's 2000 Employee Stock Purchase
               ----
Plan, as set forth in this document.

          P.   Plan Administrator shall mean the committee of two (2) or more
               ------------------
Board members appointed by the Board to administer the Plan.

          Q.   Purchase Date shall mean the last business day of each Purchase
               -------------
Interval.  The initial Purchase Date shall be August 31, 2000.

          R.   Purchase Interval shall mean each successive three (3)-month
               -----------------
period within the offering period at the end of which there shall be purchased
shares of Common Stock on behalf of each Participant.

          S.   Quarterly Entry Date shall mean the first business day in March,
               --------------------
June, September and December each year on which an Eligible Employee may first
enter an offering period.

          T.   Stock Exchange shall mean either the American Stock Exchange or
               --------------
the New York Stock Exchange.

          U.   Underwriting Agreement shall mean the agreement between the
               ----------------------
Corporation and the underwriter or underwriters managing the initial public
offering of the Common Stock.