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                                                                    Exhibit 10.3

                          TOTAL NETWORK SOLUTIONS, INC.
                   AMENDED AND RESTATED 1998 STOCK OPTION PLAN

                                   ARTICLE ONE

                               GENERAL PROVISIONS

                  I.  PURPOSE OF THE PLAN

                  This Amended and Restated 1998 Stock Option Plan is intended
to promote the interests of Total Network Solutions, Inc., a New York
corporation, by providing eligible persons with the opportunity to acquire a
proprietary interest, or otherwise increase their proprietary interest, in the
Corporation as an incentive for them to remain in the service of the
Corporation.

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

                  II. STRUCTURE OF THE PLAN

                  The Plan shall consist of an Option Grant Program under which
eligible persons may, at the discretion of the Plan Administrator, be granted
options to purchase shares of Common Stock.

                  III.   ADMINISTRATION OF THE PLAN

                  A. The Plan shall be administered by the Board. However, any
or all administrative functions otherwise exercisable by the Board may be
delegated to the Committee. Members of the Committee shall serve for such period
of time as the Board may determine and may be removed by the Board at any time.
The Board may also at any time terminate the functions of the Committee and
reassume all powers and authority previously delegated to the Committee. No
member of the Board or the Committee shall be liable for any act done in good
faith with respect to this Plan or any Incentive Option or Non-Statutory Option
Agreement. All expenses of administering this Plan shall be borne by the
Corporation.

                  B. The Plan Administrator shall have full power and authority
to establish such rules and regulations as it may deem appropriate for proper
administration of the Plan and to make such determinations under, and issue such
interpretations of, the Plan and any outstanding options issuances thereunder as
it may deem necessary or advisable. Decisions of the Plan Administrator shall be
final and binding on all parties who have an interest in the Plan or any option
issuance thereunder.


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                  IV. ELIGIBILITY

                  A. The persons eligible to participate in the Plan are as
                  follows:

                  (i) Employees of the Corporation or an Affiliate (including a
                  corporation that becomes an Affiliate after the adoption of
                  the Plan). However, only Employees of the Corporation (or any
                  Parent or Subsidiary) are eligible to receive Incentive
                  Options.

                  (ii) Non-employee members of the Board or the board of
                  directors of any Parent or Subsidiary.

                  (iii) Consultants (and other independent advisors) who provide
                  services to the Corporation (or any Affiliate, Parent or
                  Subsidiary).

                  B. The Plan Administrator shall have full authority to
determine, with respect to the option grants under the Option Grant Program,
which eligible persons are to receive option grants, the time or times when such
option grants are to be made, the number of shares to be covered by each such
grant, the status of the granted option as either an Incentive Option or a
Non-Statutory Option, the time or times at which each option is to become
exercisable, the vesting schedule (if any) applicable to the option shares and
the maximum term for which the option is to remain outstanding.

                         V.  STOCK SUBJECT TO THE PLAN

                  A. The stock issuable under the Plan shall be shares of
authorized but unissued or reacquired Common Stock. The maximum number of shares
of Common Stock which may be issued over the term of the Plan shall not exceed
2,769,234 shares, provided that upon the occurrence of the Second Closing (as
defined in the Purchase Agreement), the maximum number of shares of Common Stock
permitted to be issued over the term of the Plan shall be automatically
increased to 7,101,000 without further action of the Board or the stockholders
of the Corporation.

                  B. The maximum number of shares of Common Stock with respect
to which Incentive Options or Non-Statutory Options may be granted to any one
Participant during any one calendar year shall be 1,000,000 shares.

                  C. Shares of Common Stock subject to outstanding options shall
be available for subsequent issuance under the Plan to the extent (i) the
options expire or terminate for any reason prior to exercise in full or (ii) the
options are canceled in accordance with the cancellation-regrant provisions of
Article Two. Unvested shares issued under the Plan and subsequently repurchased
by the Corporation, at the option exercise price paid per share, pursuant to the


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Corporation's repurchase rights under the Plan shall be added back to the number
of shares of Common Stock reserved for issuance under the Plan and shall
accordingly be available for issuance through one or more subsequent option
grants under the Plan.

                  D. 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/or class of securities
issuable under the Plan and (ii) the number and/or class of securities and the
exercise price per share in effect under each outstanding option in order to
prevent the dilution or enlargement of benefits thereunder. The adjustments
determined by the Plan Administrator shall be final, binding and conclusive. In
no event shall any such adjustments be made in connection with the conversion of
one or more outstanding shares of the Corporation's preferred stock into shares
of Common Stock.

                                   ARTICLE TWO

                              OPTION GRANT PROGRAM

         I. OPTION TERMS

         Each option shall be evidenced by one or more documents in the form
approved by the Plan Administrator; PROVIDED, however, that each such document
shall comply with the terms specified below. Each document evidencing an
Incentive Option shall, in addition, be subject to the provisions of the Plan
applicable to such options.

         A. EXERCISE PRICE.

         1. The exercise price per share shall be fixed by the Plan
Administrator and may be less than, equal to or greater than the Fair Market
Value per share of Common Stock on the option grant date.

         2. The exercise price shall become immediately due upon exercise of the
option and shall, subject to the provisions of Section I of Article Three and
the documents evidencing the option, be payable in cash or check made payable to
the Corporation. Payment of the exercise price for the purchased shares must be
made on the Exercise Date.

         B. EXERCISE AND TERM OF OPTIONS.

         1. Each option shall vest and shall be exercisable at such time or
times, during such period and for such number of shares as shall be determined
by the Plan Administrator and set forth in the documents evidencing the option.
However, no option shall have a term in excess of


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ten (10) years measured from the option grant date. Subject to Section I.E of
this Article Two, an option will be exercisable only to the extent that it is
vested on the Exercise Date.

         2. The option holder must provide written notice to the Secretary of
the Corporation of the exercise of options granted under the Plan and the number
of options so exercised. An option granted under this Plan may be exercised with
respect to any number of whole shares less than the full number for which the
option could be exercised. An option may not be exercised with respect to
fractional shares of Common Stock. A partial exercise of an option shall not
affect the right to exercise the option from time to time in accordance with
this Plan and the applicable Agreement with respect to the remaining shares
subject to the option.

         C. EFFECT OF TERMINATION OF SERVICE.

         1. The following provisions shall govern the exercise of any options
held by the Optionee at the time of cessation of Service or death:

                  (i) Any option outstanding at the time of the Optionee's
                  cessation of Service for any reason shall remain exercisable
                  for such period of time thereafter as shall be determined by
                  the Plan Administrator and set forth in the documents
                  evidencing the option, but no such option shall be exercisable
                  after the expiration of the option term. However, if the
                  option would then expire during the Pooling Period and the
                  Common Stock received upon the exercise of the option would be
                  subject to the Pooling Period transfer restrictions, then the
                  right to exercise the Option will expire ten (10) calendar
                  days after the end of the Pooling Period. "Pooling Period"
                  means the period in which property is subject to restrictions
                  on transfer in compliance with the "Pooling of Interests
                  Accounting" rules set forth in the Securities and Exchange
                  Commission Accounting Series Releases 130 and 135.

                  (ii) Any option exercisable in whole or in part by the
                  Optionee at the time of death may be exercised subsequently by
                  the personal representative of the Optionee's estate or by the
                  person or persons to whom the option is transferred pursuant
                  to the Optionee's will or in accordance with the laws of
                  descent and distribution.

                  (iii) During the applicable post-Service exercise period, the
                  option may not be exercised in the aggregate for more than the
                  number of vested shares for which the option is exercisable on
                  the date of the Optionee's cessation of Service. Upon the
                  expiration of the applicable exercise period or (if earlier)
                  upon the expiration of the option term, the option shall
                  terminate and cease to be outstanding for any vested shares
                  for which the option has not been exercised. However, the
                  option shall, immediately upon the Optionee's cessation of
                  Service, terminate and cease


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                  to be outstanding to the extent the option is not otherwise at
                  that time exercisable for vested shares.

                  (iv) Should the Optionee's Service be terminated for
                  Misconduct, then all outstanding options held by the Optionee
                  shall terminate and be forfeited by the Optionee immediately
                  and cease to be outstanding.

                  (v) In the event of an involuntary Termination following a
                  Corporate Transaction, the provisions of Section III of this
                  Article Two shall govern the period for which the outstanding
                  options are to remain exercisable following the Optionee's
                  cessation of Service and shall supersede any provisions to the
                  contrary in this section.

                  2. The Plan Administrator shall have the discretion,
exercisable either at the time an option is granted or at any time while the
option remains outstanding, to:

                  (i) Extend the period of time for which the option is to
                  remain exercisable following the Optionee's cessation of
                  Service from the period otherwise in effect for that option to
                  such greater period of time as the Plan Administrator shall
                  deem appropriate, but in no event beyond the expiration of the
                  option term, and/or

                  (ii) Permit the option to be exercised, during the applicable
                  post-Service exercise period, not only with respect to the
                  number of vested shares of Common Stock for which such option
                  is exercisable at the time of the Optionee's cessation of
                  Service but also with respect to one or more additional
                  installments in which the Optionee would have vested under the
                  option had the Optionee continued in Service. In the absence
                  of any such specification by the Plan Administrator, options
                  granted under the Plan shall nevertheless automatically
                  accelerate upon a Termination of the Optionee's Service to the
                  extent provided in any written employment agreement between
                  the Corporation and the Optionee.

                  D. STOCKHOLDER RIGHTS. The holder of an option shall have no
stockholder rights with respect to the shares subject to the option until such
person shall have exercised the option, paid the exercise price and become a
holder of record of the purchased shares.

                  E. REPURCHASE RIGHTS. The Plan Administrator shall have the
discretion to grant options which are exercisable for unvested shares of Common
Stock. Should the Optionee cease Service while holding such unvested shares, the
Corporation shall have the right to repurchase, at the exercise price paid per
share, any or all of those unvested shares. The terms upon which such repurchase
right shall be exercisable (including the period and procedure for exercise and
the appropriate vesting schedule for the purchased shares (which, unless
otherwise specified shall be the vesting schedule applicable to the options upon
exercise of which such shares were


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purchased)) shall be established by the Plan Administrator and set forth in the
document evidencing such repurchase right.

                  F. FIRST REFUSAL RIGHTS. Until such time as the Common Stock
is first registered under Section 12(g) of the 1934 Act, the Corporation shall
have the right of first refusal with respect to any proposed disposition for
value by the Optionee (or any successor in interest) of any shares of Common
Stock issued under the Option Grant Program, subject and subordinate to any such
rights granted to third parties pursuant to the Purchase Agreement, any
agreements executed pursuant to the Purchase Agreement or any other agreement to
which the Corporation is a party and which has been approved by the
Corporation's Board of Directors. Such right of first refusal shall be
exercisable in accordance with the terms established by the Plan Administrator
and set forth in the document evidencing such right.

                  G. LIMITED TRANSFERABILITY OF OPTIONS. During the lifetime of
the Optionee, the option shall be exercisable only by the Optionee and shall not
be assignable or transferable other than by will or by the laws of descent and
distribution following the Optionee's death.

                  II. INCENTIVE OPTIONS

                  The terms specified below shall be applicable to all options
that are specifically designated as Incentive Options. Except as modified by the
provisions of this Section II, all the provisions of Articles One, Two and Four
shall be applicable to Incentive Options.

                  A. ELIGIBILITY. Incentive Options may only be granted to
Employees.

                  B. EXERCISE PRICE. The exercise price per share shall not be
less than one hundred percent (100%) of the Fair Market Value per share of
Common Stock on the option grant date.

                  C. 10% STOCKHOLDER. If any Employee to whom an Incentive
Option is granted is a 10% Stockholder, then the exercise price per share shall
not be less than one hundred ten percent (110%) of the Fair Market Value per
share of Common Stock on the option grant date and the option term shall not
exceed five (5) years measured from the option grant date.

                  D. STOCK CERTIFICATE LEGENDS. The Corporation may require that
certificates evidencing shares of Common Stock purchased upon the exercise of
Incentive Stock Options issued under the Plan be endorsed with a legend in
substantially the following form:

                           The shares evidenced by this certificate may not be
                           sold or transferred prior to ________, 19__ in the
                           absence the absence of a written statement from the
                           Corporation to the effect that the Corporation is
                           aware of the facts of such sale or transfer.


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                  The blank contained in this legend shall be filled in with the
date that is the later of (i) one year and one day after the date of exercise of
such Incentive Option or (ii) two years and one day after the date of the grant
of such Incentive Option. Upon delivery to the Corporation, at its principal
executive office, of a written statement to the effect that such shares have
been sold or transferred prior to such date, the Corporation does hereby agree
to promptly deliver to the transfer agent for such shares a written statement to
the effect that the Corporation is aware of the fact of such sale or transfer.

                  E. DISPOSITION OF STOCK. An Optionee shall notify the
Corporation of any sale or other disposition of Common Stock acquired pursuant
to an Incentive Option if such sale or disposition occurs (i) within two years
of the grant of an Incentive Option or (ii) within one year of the issuance of
the Common Stock to the Optionee. Such notice shall be in writing and directed
to the Secretary of the Corporation.

                  III.   CORPORATE TRANSACTION

                  A. The existence of outstanding options issued under this Plan
shall not affect the right or power of the Corporation or its stockholders to
make or authorize any or all adjustments, recapitalizations, reorganizations or
other changes in the Corporation's capital structure or its business, or any
merger or consolidation of the Corporation, or any issuance of bonds, debentures
preferred or prior preference stock ahead of or affecting the Common Stock or
the rights thereof, or the dissolution or liquidation of the Corporation, or any
sale or transfer of all or any part of its assets or business, or any other
corporate act or proceeding, whether of a similar character or otherwise.

                  B. In the event of any Corporate Transaction, each outstanding
option shall automatically accelerate so that each such option shall,
immediately prior to the effective date of the Corporate Transaction, become
fully exercisable for all of the shares of Common Stock at the time subject to
such option and may be exercised for any or all of those shares as fully vested
shares of Common Stock. However, an outstanding option shall not so accelerate
if and to the extent: (i) such option is, in connection with the Corporate
Transaction, either to be assumed by the successor corporation (or parent
thereof) or to be replaced with a comparable option to purchase shares of the
capital stock of the successor corporation (or parent thereof), (ii) such option
is to be replaced with a cash incentive program of the successor corporation
which preserves the spread existing on the unvested option shares at the time of
the Corporate Transaction and provides for subsequent payout in accordance with
the same vesting schedule applicable to such option or (iii) the acceleration of
such option is subject to other limitations imposed by the Plan Administrator at
the time of the option grant. The determination of option comparability under
clause (i) above shall be made by the Plan Administrator, and its determination
shall be final, binding and conclusive.


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                  C. All outstanding repurchase rights shall also terminate
automatically, and the shares of Common Stock subject to those terminated rights
shall immediately vest in full, in the event of any Corporate Transaction,
except to the extent: (i) those repurchase rights are to be assigned to the
successor corporation (or parent thereof) in connection with such Corporate
Transaction or (ii) such accelerated vesting is precluded by other limitations
imposed by the Plan Administrator at the time the repurchase right is issued.

                  D. Immediately following the consummation of the Corporate
Transaction, all outstanding options shall terminate and cease to be
outstanding, except to the extent assumed by the successor corporation (or
parent thereof).

                  E. Each option which is assumed in connection with a Corporate
Transaction shall be appropriately adjusted, immediately after such Corporate
Transaction, to apply to the number and class of securities which would have
been issuable to the Optionee in consummation of such Corporate Transaction had
the option been exercised immediately prior to such Corporate Transaction.
Appropriate adjustments shall also be made to (i) the number and class of
securities available for issuance under the Plan following the consummation of
such Corporate Transaction and (ii) the exercise price payable per share under
each outstanding option, provided the aggregate exercise price payable for such
securities shall remain the same.

                  F. The Plan Administrator shall have the discretion,
exercisable either at the time the option is granted or at any time while the
option remains outstanding, to provide for the automatic acceleration, in whole
or in part, of one or more outstanding options (and the automatic termination,
in whole or in part, of one or more outstanding repurchase rights, with the
immediate vesting of the shares of Common Stock subject to those terminated
rights) upon the occurrence of (i) a Corporate Transaction, whether or not those
options are to be assumed or replaced (or those repurchase rights are to be
assigned) in the Corporate Transaction or (ii) a change of control transaction
(as defined by the Plan Adminstrator and set forth in the documents establishing
the terms of such options) that is not a Corporate Transaction.

                  G. The Plan Administrator shall also have full power and
authority to grant options under the Plan which will automatically accelerate in
whole or in part should the Optionee's Service subsequently terminate by reason
of an involuntary Termination within a designated period (not to exceed eighteen
(18) months) following the effective date of any Corporate Transaction in which
those options are assumed or replaced or the effective date of a change of
control transaction and do not otherwise accelerate. Any options so accelerated
shall remain exercisable for fully-vested shares until the earlier of (i) the
expiration of the option term or (ii) the expiration of a period determined by
the Plan Administrator (not to exceed one (1) year measured from the effective
date of the involuntary Termination).

                  IV. CANCELLATION AND REGRANT OF OPTIONS


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                  The Plan Administrator shall have the authority to effect, at
any time and from time to time, with the consent of the affected option holders,
the cancellation of any or all outstanding options under the Option Grant
Program and to grant in substitution new options covering the same or different
number of shares of Common Stock but with an exercise price per share based on
the Fair Market Value per share of Common Stock on the new grant date.

                                  ARTICLE THREE

                                  MISCELLANEOUS

                  I.  FINANCING

                  A. The Plan Administrator may permit any Optionee or
Participant to pay the option exercise price for shares issued under the Plan by
delivering a promissory note payable in one or more installments. The terms of
any such promissory note (including the interest rate and the terms of
repayment) shall be established by the Plan Administrator in its sole
discretion. Promissory notes may be authorized with or without security or
collateral. In all events, the maximum credit available to the Optionee or
Participant may not exceed the SUM of (i) the aggregate option exercise price or
purchase price payable for the purchased shares plus (ii) any Federal, state and
local income and employment tax liability incurred by the Optionee or the
Participant in connection with the option exercise.

                  B. The Plan Administrator may, in its discretion, determine
that one or more such promissory notes shall be subject to forgiveness by the
Corporation in whole or in part upon such terms as the Plan Administrator may
deem appropriate.

                  C. The Optionee or Participant may pay the option exercise
price for shares issued under the Plan, as well as any federal, state and local
income and employment tax liability arising in connection with such exercise, by
surrendering or electing to have withheld by the Corporation shares of capital
stock of the Corporation previously acquired by the Optionee or Participant,
except that the Plan Administrator may restrict the Optionee's or Participant's
right to so surrender or elect to the extent that such restrictions are
determined by the Plan Administrator in its sole discretion to be necessary in
order to avoid adverse accounting consequences to the Corporation. The Plan
Administrator may also permit any Optionee or Participant to pay the option
exercise price for shares issued under the Plan by other means, including, on
and after the date of the initial public offering of the Corporation's Common
Stock, through a sale and remittance procedure established by the Corporation.

                  II. EFFECTIVE DATE AND TERM OF THE PLAN

                  A. The Plan shall become effective when adopted by the Board,
but no option granted under the Plan may be exercised, and no shares shall be
issued under the Plan, until the


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Plan is approved by the Corporation's stockholders. If such stockholder approval
is not obtained within twelve (12) months after the date of the Board's adoption
of the Plan, then all options previously granted under the Plan shall terminate
and cease to be outstanding, and no further options shall be granted and no
shares shall be issued under the Plan. Subject to such limitation, the Plan
Administrator may grant options and issue shares under the Plan at any time
after the effective date of the Plan and before the date fixed herein for
termination of the Plan.

                  B. The Plan shall terminate upon the EARLIEST of (i) the
expiration of the ten (10)-year period measured from the date the Plan is
adopted by the Board, (ii) the date on which all shares available for issuance
under the Plan shall have been issued pursuant to the exercise of options or the
issuance of shares (whether vested or unvested) under the Plan or (iii) the
termination of all outstanding options in connection with a Corporate
Transaction. Upon such Plan termination, all options outstanding under the Plan
shall continue to have full force and effect in accordance with the provisions
of the documents evidencing such options.

                  III.   AMENDMENT OF THE PLAN

                  A. The Board shall have complete and exclusive power and
authority to amend or modify the Plan in any or all respects. However, no such
amendment or modification shall adversely affect any rights and obligations with
respect to options at the time outstanding under the Plan, unless the Optionee
consents to such amendment or modification. In addition, the Board shall not,
without the approval of the Corporation's stockholders, (i) increase the maximum
number of shares issuable under the Plan, except for permissible adjustments in
the event of certain changes in the Corporation's capitalization, (ii)
materially modify the eligibility requirements for Plan participation or (iii)
materially increase the benefits accruing to Plan participants.

                  B. Options to purchase shares of Common Stock may be granted
under the Plan that are in each instance in excess of the number of shares then
available for issuance under the Plan, provided any excess shares actually
issued under the Plan are held in escrow until there is obtained stockholder
approval of an amendment sufficiently increasing the number of shares of Common
Stock available for issuance under the Plan or increasing the maximum number of
shares of Common Stock with respect to which any one Participant may be granted
options in any one calendar year. If such stockholder approval is not obtained
within twelve (12) months after the date the first such excess grants are made,
then (i) any unexercised options granted on the basis of such excess shares
shall terminate and cease to be Outstanding and (ii) the Corporation shall
promptly refund to the Optionees the exercise price paid for any excess shares
issued under the Plan and held in escrow, together with interest (at the
applicable Short-Term Federal Rate) for the period the shares were held in
escrow, and such shares shall thereupon be automatically canceled and cease to
be outstanding.

                  IV. USE OF PROCEEDS


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                  Any cash proceeds received by the Corporation from the sale of
shares of Common Stock under the Plan shall be used for general corporate
purposes.

                  A.  WITHHOLDING

                  The Corporation's obligation to deliver shares of Common Stock
upon the exercise of any options issued under the Plan shall be subject to the
satisfaction of all applicable Federal, state and local income and employment
tax withholding requirements.

                  V.  REGULATORY APPROVALS

                  The implementation of the Plan, the granting of any option
under the Plan and the issuance of shares of Common Stock upon the exercise of
any option shall be subject to the Corporation's procurement of all approvals
and permits required by regulatory authorities having jurisdiction over the Plan
and the options granted under it. The Corporation shall have the right to rely
on an opinion of its counsel as to such compliance.

                  VI. NO EMPLOYMENT OR SERVICE RIGHTS

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


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                                    APPENDIX

                  The following definitions shall be in effect under the Plan:

         A. AFFILIATE shall mean (i) any entity that directly or indirectly, is
controlled by, or controls or is under common control with the Corporation, and
(ii) any entity in which the Corporation has a significant equity interest, in
either case determined by the Committee

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

         C. CODE shall mean the Internal Revenue Code of 1986, as amended.

         D. COMMITTEE shall mean a committee of two (2) or more Board members
meeting the requirements of Rule 16b-3 under the Securities Exchange Act of 1934
and Treasury Regulation 162.1-27(e)(iii) appointed by the Board to exercise one
or more administrative functions under the Plan.

         E. COMMON STOCK shall mean the Corporation's common stock.

         F. CONSULTANT means any person performing consulting or advisory
services for the Corporation (or any Affiliate, Parent or Subsidiary), with or
without compensation, to whom the Committee chooses to grant a Non-Statutory
Option in accordance with the Plan.

         G. CORPORATE TRANSACTION shall mean either of the following stockholder
approved transactions to which the Corporation is a party:

                  (a) a merger or consolidation in which (i) the Corporation is
                  not the surviving corporation or (ii) securities possessing
                  more than fifty percent (50%) of the total combined voting
                  power of the Corporation's outstanding securities are issued
                  or transferred to persons holding securities of the
                  non-surviving corporation (whether or not such persons are
                  also securityholders of the Corporation), or

                  (b) the sale, transfer or other disposition of all or
                  substantially all of the Corporation's assets in complete
                  liquidation or dissolution of the Corporation.

         H. CORPORATION shall mean Total Network Solutions, Inc., a New York
corporation, and any corporate successor to all or substantially all of the
assets or voting stock of Total Network Solutions, Inc. which shall by
appropriate action adopt the Plan.

         I. EMPLOYEE shall mean an individual who is in the employ of the
Corporation (or any Affiliate, Parent or Subsidiary), subject to the control and
direction of the employer entity as to both the work to be performed and the
manner and method of performance.


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<PAGE>

         J. EXERCISE DATE shall mean the date on which the Corporation shall
have received written notice of the option exercise.

         K. FAIR MARKET VALUE per share of Common Stock on any relevant date
shall be determined in accordance with the following provisions:

                  (a) 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 or any successor system.

                  (b) 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.

                  (c) 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.

                  (d) If the Common Stock is at the time neither listed on any
         Stock Exchange nor traded on the NASDAQ National Market, then the Fair
         Market Value shall be determined by the Plan Administrator after taking
         into account such factors as the Plan Administrator shall deem
         appropriate.

         L. INCENTIVE OPTION shall mean an option which satisfies the
requirements of Code Section 422.

         M. INVOLUNTARY TERMINATION shall mean the termination of the Service of
any individual which occurs by reason of:

         (a) such individual's involuntary dismissal or discharge by the
Corporation for reasons other than Misconduct, or

         (b) such individual's voluntary resignation following (A) a change in
his or her position with the Corporation which materially reduces his or her
level of responsibility or (B) a reduction in his or her level of compensation
(including base salary, fringe benefits and participation in
corporate-performance based bonus or incentive programs) by more than fifteen


                                       13
<PAGE>

percent (15%), provided and only if such change or reduction is effected by the
Corporation without the individual's consent.

         N. MISCONDUCT shall deemed to include all of the acts and circumstances
constituting "Cause" within the meaning of the Form of Shareholders Agreement
annexed as Exhibit B to the Purchase Agreement.

         O. 1934 ACT shall mean the Securities Exchange Act of 1934, as amended.

         P. NON-STATUTORY OPTION shall mean an option not intended to satisfy
the requirements of Code Section 422.

         Q. OPTION GRANT PROGRAM shall mean the option grant program in effect
under the Plan.

         R. OPTIONEE shall mean any person to whom an option is granted under
the Option Grant Program.

         S. PARENT shall mean any corporation (other than the Corporation) in an
unbroken chain of corporations ending with the Corporation, provided each
corporation in the unbroken chain (other than the Corporation) owns, at the time
of the determination, stock possessing fifty percent (50%) or more of the total
combined voting power of all classes of stock in one of the other corporations
in such chain.

         T. PARTICIPANT shall mean any person who is issued shares of Common
Stock under the Stock Issuance Program.

         U. PURCHASE AGREEMENT shall mean the Series A Senior Redeemable
Preferred Stock and Common Stock Purchase Agreement dated as of August 7, 1998,
among the Corporation, Morgan Stanley Venture Investors III, L.P., Morgan
Stanley Venture Partners III, L.P., Morgan Stanley Venture Partners Entrepreneur
Fund, L.P. and Merritt Lutz.

         V. PERMANENT DISABILITY shall mean the inability of the Optionee or the
Participant to engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment expected to result in death
or to be of continuous duration of twelve (12) months or more.

         W. PLAN shall mean the Corporation's Amended and Restated 1998 Stock
Option Plan, as set forth in this document.

         X. PLAN ADMINISTRATOR shall mean either the Board or the Committee, to
the


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extent the Committee is at the time responsible for the administration of the
Plan.

         Y. SERVICE shall mean the provision of services to the Corporation (or
any Parent or Subsidiary) by a person in the capacity of an Employee, a
non-employee member of the board of directors or a consultant or independent
advisor, except to the extent otherwise specifically provided in the documents
evidencing the option.

         Z. STOCK EXCHANGE shall mean either the American Stock Exchange or the
New York Stock Exchange.

         AA. SUBSIDIARY shall mean any corporation (other than the Corporation)
in an unbroken chain of corporations beginning with the Corporation, provided
each corporation (other than the last corporation) in the unbroken chain owns,
at the time of the determination, stock possessing fifty percent (50%) or more
of the total combined voting power of all classes of stock in one of the other
corporations in such chain.

         BB. 10% STOCKHOLDER shall mean the owner of stock (as determined under
Code Section 424(d)) possessing more than ten percent (10%) of the total
combined voting power of all classes of stock of the Corporation (or any Parent
or Subsidiary).

         CC. TERMINATION means with respect to an individual the last to occur
of termination of an Employee's employment with the Corporation and its
Affiliates, the termination of a Director's membership on the Board and the
termination of a Consultant's consulting relationship with the Corporation and
its Affiliates.


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