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                                                                    EXHIBIT 10.9

                                 WEBRIDGE, INC.

                            2000 STOCK INCENTIVE PLAN

     1.   PURPOSE. The purpose of this Stock Incentive Plan (the "Plan") is to
enable Webridge, Inc. (the "Company") to attract and retain the services of (1)
selected employees, officers and directors of the Company or any affiliate of
the Company and (2) selected nonemployee agents, consultants, advisers and
independent contractors of the Company or any affiliate of the Company.

     2.   SHARES SUBJECT TO THE PLAN. Subject to adjustment as provided below
and in Section 11, the shares to be offered under the Plan shall consist of
Common Stock of the Company, and the total number of shares of Common Stock that
may be issued under the Plan shall be 200,000 shares, which shall be increased
automatically on the first day of the second month of each fiscal year beginning
on February 1, 2001, by the lesser of 3,000,000 shares of Common Stock or (b)
5.0% of the adjusted average shares of the Common Stock outstanding used to
calculate fully diluted earnings per share as reported in the Company's annual
financial statements for the preceding fiscal year. If an option or performance
unit granted under the Plan expires, terminates or is canceled, the unissued
shares subject to that option or performance unit shall again be available under
the Plan. If shares sold or awarded as a bonus under the Plan are forfeited to
or repurchased by the Company, the number of shares forfeited or repurchased
shall again be available under the Plan.

     3.   EFFECTIVE DATE AND DURATION OF PLAN.

          (a)   EFFECTIVE DATE. The Plan shall become effective as of the first
day the Company's Common Stock is publicly traded on the Nasdaq National Market.
No option or performance unit granted under the Plan shall become exercisable,
however, until the Plan is approved by the affirmative vote of the holders of a
majority of the shares of Common Stock represented at a stockholders meeting at
which a quorum is present or by means of consent resolutions, and any awards
under the Plan before approval shall be conditioned on and subject to that
approval. Subject to this limitation, options and performance units may be
granted and shares may be awarded as bonuses or sold under the Plan at any time
after the effective date and before termination of the Plan.

          (b)   DURATION. The Plan shall continue in effect until all shares
available for issuance under the Plan have been issued and all restrictions on
the shares have lapsed. The Board of Directors may suspend or terminate the Plan
at any time except with respect to options, performance units and shares subject
to restrictions then outstanding under the Plan. Termination shall not affect
any outstanding options, any right of the Company to repurchase shares or the
forfeitability of shares issued under the Plan.


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     4.   ADMINISTRATION.

          (a)   BOARD OF DIRECTORS. The Plan shall be administered by the
Board of Directors of the Company, which shall determine and designate the
individuals to whom awards shall be made, the amount of the awards and the other
terms and conditions of the awards. Subject to the provisions of the Plan, the
Board of Directors may adopt and amend rules and regulations relating to
administration of the Plan, advance the lapse of any waiting period, accelerate
any exercise date, waive or modify any restriction applicable to shares (except
those restrictions imposed by law) and make all other determinations in the
judgment of the Board of Directors necessary or desirable for the administration
of the Plan. The interpretation and construction of the provisions of the Plan
and related agreements by the Board of Directors shall be final and conclusive.
The Board of Directors may correct any defect or supply any omission or
reconcile any inconsistency in the Plan or in any related agreement in the
manner and to the extent it deems expedient to carry the Plan into effect, and
it shall be the sole and final judge of such expediency.

          (b)   COMMITTEE. The Board of Directors may delegate to any committee
of the Board of Directors (the "Committee") any or all authority for
administration of the Plan. If authority is delegated to the Committee, all
references to the Board of Directors in the Plan shall mean and relate to the
Committee, except (i) as otherwise provided by the Board of Directors, (ii) that
only the Board of Directors may amend or terminate the Plan as provided in
Sections 3 and 12 and (iii) that if the Committee includes officers of the
Company, the Committee shall not be permitted to grant options to persons who
are officers of the Company.

     5.   TYPES OF AWARDS; ELIGIBILITY, LIMITATIONS. The Board of Directors may,
from time to time, take the following action, separately or in combination,
under the Plan: (i) grant Incentive Stock Options, as defined in Section 422 of
the Internal Revenue Code of 1986, as amended (the "Code"), as provided in
Sections 6(a) and 6(b); (ii) grant options other than Incentive Stock Options
("Non-Statutory Stock Options") as provided in Sections 6(a) and 6(c); (iii)
award stock bonuses as provided in Section 7; (iv) sell shares subject to
restrictions as provided in Section 8; (v) grant cash bonus rights as provided
in Section 9; and (vi) grant performance units as provided in Section 10. Awards
may be made to employees, including employees who are officers or directors, and
to other individuals described in Section 1 selected by the Board of Directors;
provided, however, that only employees of the Company or any affiliate of the
Company are eligible to receive Incentive Stock Options under the Plan. The
Board of Directors shall select the individuals to whom awards shall be made and
shall specify the action taken with respect to each individual to whom an award
is made. At the discretion of the Board of Directors, an individual may be given
an election to surrender an award in exchange for the grant of a new award.
Subject to adjustment as provided in Section 11, no employee may be granted
options for more than an aggregate of 500,000 shares of Common Stock in
connection with the hiring of the employee or 200,000 shares of Common Stock in
any calendar year otherwise; provided


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that, to the extent the annual limitation is not fully used in any year for an
employee, any shares not used may be added to the number of shares for which
options may be granted to that employee in any future year.

     6.   OPTION GRANTS.

          (a)   GENERAL RULES RELATING TO OPTIONS.

                (i) TERMS OF GRANT. The Board of Directors may grant
     options under the Plan. With respect to each option grant, the Board of
     Directors shall determine the number of shares subject to the option, the
     exercise price, the period of the option, the time or times at which the
     option may be exercised and whether the option is an Incentive Stock Option
     (subject to the provisions of Section 6(b)) or a Non-Statutory Stock
     Option. At the time of the grant of an option or at any time thereafter,
     the Board of Directors may provide that an optionee who exercised an option
     with Common Stock of the Company shall automatically receive a new option
     to purchase additional shares equal to the number of shares surrendered and
     may specify the terms and conditions of such new options.

                (ii) EXERCISE OF OPTIONS. Except as provided in Section 6(a)(iv)
     or as determined by the Board of Directors, no option granted under the
     Plan may be exercised unless at the time of exercise the optionee is
     employed by or in the service of the Company and shall have been so
     employed or provided such service continuously since the date the option
     was granted. Absence on leave or on account of illness or disability under
     rules established by the Board of Directors shall not be deemed an
     interruption of employment or service for this purpose. Unless otherwise
     determined by the Board of Directors, vesting of options shall not continue
     during an absence on leave (including an extended illness) or on account of
     disability. Except as provided in Sections 6(a)(iv) and 12, options granted
     under the Plan may be exercised from time to time over the period stated in
     each option in amounts and at times prescribed by the Board of Directors,
     provided that options may not be exercised for fractional shares. Unless
     otherwise determined by the Board of Directors, if an optionee does not
     exercise an option in any one year for the full number of shares to which
     the optionee is entitled in that year, the optionee's rights shall be
     cumulative and the optionee may purchase those shares in any subsequent
     year during the term of the option.

                (iii) NONTRANSFERABILITY. Each Incentive Stock Option and,
     unless otherwise determined by the Board of Directors, each other option
     granted under the Plan by its terms shall be nonassignable and
     nontransferable by the optionee, either voluntarily or by operation of law,
     except by will or by the laws of descent and distribution of the state or
     country of the optionee's domicile at the time of death.

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                (iv) TERMINATION OF EMPLOYMENT OR SERVICE.

                     (A) GENERAL RULE. Unless otherwise determined by the Board
          of Directors if an optionee's employment or service with the Company
          terminates for any reason other than because of physical disability or
          death as provided in Sections 6(a)(iv)(B) and (C), his or her option
          may be exercised at any time before the expiration date of the option
          or the expiration of 30 days after the date of termination, whichever
          is the shorter period, but only if and to the extent the optionee was
          entitled to exercise the option at the date of termination.

                     (B) TERMINATION BECAUSE OF TOTAL DISABILITY. Unless
          otherwise determined by the Board of Directors, if an optionee's
          employment or service with the Company terminates because of total
          disability, his or her option may be exercised at any time before the
          expiration date of the option or the expiration of 12 months after the
          date of termination, whichever is the shorter period, but only if and
          to the extent the optionee was entitled to exercise the option at the
          date of termination. The term "total disability" means a medically
          determinable mental or physical impairment that is expected to result
          in death or has lasted or is expected to last for a continuous period
          of 12 months or more and that causes the optionee to be unable, in the
          opinion of the Company and two independent physicians, to perform his
          or her duties as an employee, director, officer or consultant of the
          Company and to be engaged in any substantial gainful activity. Total
          disability shall be deemed to have occurred on the first day after the
          two independent physicians have furnished their opinion of total
          disability to the Company and the Company has reached an opinion of
          total disability.

                     (C) TERMINATION BECAUSE OF DEATH. Unless otherwise
          determined by the Board of Directors, if an optionee dies while
          employed by or providing service to the Company, his or her option may
          be exercised at any time before the expiration date of the option or
          the expiration of 12 months after the date of death, whichever is the
          shorter period, but only if and to the extent the optionee was
          entitled to exercise the option at the date of death and only by the
          person or persons to whom the optionee's rights under the option shall
          pass by the optionee's will or by the laws of descent and distribution
          of the state or country of domicile at the time of death.

                     (D) AMENDMENT OF EXERCISE PERIOD APPLICABLE TO TERMINATION.
          The Board of Directors, at the time of grant or, with respect to an
          option that is not an Incentive Stock Option, at any time thereafter,
          may extend the 30-day and 12-month exercise periods any length of time
          not longer than the original expiration date of the option, and may
          increase the


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          portion of an option that is exercisable, subject to terms and
          conditions determined by the Board of Directors.

                     (E) FAILURE TO EXERCISE OPTION. To the extent that the
          option of any deceased optionee or any optionee whose employment or
          service terminates is not exercised within the applicable period, all
          further rights to purchase shares pursuant to the option shall cease
          and terminate.

                (v)  PURCHASE OF SHARES. Unless the Board of Directors
     determines otherwise, shares may be acquired pursuant to an option granted
     under the Plan only upon the Company's receipt of written notice from the
     optionee of the optionee's intention to exercise, specifying the number of
     shares for which the optionee desires to exercise the option and the date
     on which the optionee desires to complete the transaction, and, if required
     to comply with the Securities Act of 1933, containing a representation that
     it is the optionee's intention to acquire the shares for investment and not
     with a view to distribution. Unless the Board of Directors determines
     otherwise, on or before the date specified for completion of the purchase
     of shares pursuant to an option exercise, the optionee must pay the Company
     the full purchase price of those shares in cash (including, with the
     consent of the Board of Directors, cash that may be the proceeds of a loan
     from the Company (provided that, with respect to an Incentive Stock Option,
     the loan is approved at the time of option grant)) or, with the consent of
     the Board of Directors, in whole or in part, in Common Stock of the Company
     valued at fair market value, restricted stock, performance units or other
     contingent awards denominated in either stock or cash, promissory notes and
     other forms of consideration. The fair market value of Common Stock
     provided in payment of the purchase price shall be the closing or last sale
     price of the Common Stock last reported before the time the option is
     exercised, if the Common Stock is publicly traded, or another value of the
     Common Stock as specified by the Board of Directors. No shares shall be
     issued until full payment for the shares has been made. With the consent of
     the Board of Directors (which, in the case of an Incentive Stock Option,
     shall be given only at the time of grant), an optionee may request the
     Company to apply automatically the shares to be received upon the exercise
     of a portion of a stock option (even though stock certificates have not yet
     been issued) to satisfy the purchase price for additional portions of the
     option. Each optionee who has exercised an option shall, immediately upon
     notification of the amount due, if any, pay to the Company in cash amounts
     necessary to satisfy any applicable federal, state and local tax
     withholding requirements. If additional withholding is or becomes required
     beyond any amount deposited before delivery of the certificates, the
     optionee shall pay such amount to the Company on demand. If the optionee
     fails to pay the amount demanded, the Company may withhold that amount from
     other amounts payable by the Company to the optionee, including salary,
     subject to applicable law. With the consent of the Board of Directors an
     optionee may satisfy this obligation, in whole or in part, by having the
     Company withhold from the shares to be issued upon exercise that


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     number of shares that would satisfy the withholding amount due or by
     delivering to the Company Common Stock to satisfy the withholding amount.
     The Board of Directors may permit an optionee to pay the exercise price
     upon the exercise of an option by authorizing a third party to sell shares
     (or a sufficient portion of the shares) acquired upon exercise of the
     option and remit to the Company a sufficient portion of the sale proceeds
     to pay the entire exercise price and any tax withholding resulting from the
     exercise. Upon the exercise of an option, the number of shares reserved for
     issuance under the Plan shall be reduced by the number of shares issued
     upon exercise of the option (less the number of any shares surrendered in
     payment for the exercise price or withheld to satisfy withholding
     requirements).

          (b)   INCENTIVE STOCK OPTIONS.  Incentive Stock Options shall be
subject to the following additional terms and conditions:

                (i)  LIMITATION ON AMOUNT OF GRANTS. If the aggregate fair
     market value of stock (determined as of the date the option is granted) for
     which Incentive Stock Options granted under this Plan (and any other stock
     incentive plan of the Company or its parent or subsidiary corporations) are
     exercisable for the first time by an employee during any calendar year
     exceeds $100,000, the portion of the option or options not exceeding
     $100,000 will be treated as an Incentive Stock Option and the portion of
     the option exceeding $100,000 will be treated as a Non-Statutory Stock
     Option. The preceding sentence will be applied by taking options into
     account in the order in which they were granted. The Company may designate
     stock that is treated as acquired pursuant to exercise of an option that is
     in part an Incentive Stock Option and in part a Non-Statutory Stock Option
     as Incentive Stock Option stock by issuing a separate certificate for that
     stock and identifying the certificate as Incentive Stock Option stock in
     its stock records. In the absence of such a designation, each share of
     stock issued pursuant to exercise of the option will be treated in part as
     Incentive Stock Option stock and in part as Non-Statutory Stock Option
     stock.

                (ii) DURATION OF OPTIONS. Subject to Sections 6(a)(ii),
     6(a)(iv) and 11, Incentive Stock Options granted under the Plan shall
     continue in effect for the period fixed by the Board of Directors, except
     that no Incentive Stock Option shall be exercisable after the expiration of
     10 years from the date it is granted.

                (iii) OPTION PRICE. The option price per share shall be
     determined by the Board of Directors at the time of grant. Except as
     provided in Section 6(b)(ii), the option price shall not be less than 100
     percent of the fair market value of the Common Stock covered by the
     Incentive Stock Option at the date the option is granted. The fair market
     value shall be the closing or last sale price of the Common Stock last
     reported before the time the option is granted, if the stock is publicly
     traded, or another value of the Common Stock as specified by the Board of
     Directors.

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                (iv) LIMITATION ON TIME OF GRANT. No Incentive Stock
     Option shall be granted on or after the 10th anniversary of the effective
     date of the Plan.

          (c)   NON-STATUTORY STOCK OPTIONS. Non-Statutory Stock Options shall
be subject to the following terms and conditions, in addition to those set forth
in Section 6(a) above:

                (i)  OPTION PRICE.  The option price for Non-Statutory
     Stock Options shall be determined by the Board of Directors at the time of
     grant and may be any amount determined by the Board of Directors.

                (ii) DURATION OF OPTIONS. Non-Statutory Stock Options granted
     under the Plan shall continue in effect for the period fixed by the Board
     of Directors.

     7.   STOCK BONUSES. The Board of Directors may award shares under the Plan
as stock bonuses. Shares awarded as a bonus shall be subject to the terms,
conditions and restrictions determined by the Board of Directors. The
restrictions may include restrictions concerning transferability and forfeiture
of the shares awarded, together with any other restrictions determined by the
Board of Directors. The Board of Directors may require the recipient to sign an
agreement as a condition of the award, but may not require the recipient to pay
any monetary consideration other than amounts necessary to satisfy tax
withholding requirements. The agreement may contain any terms, conditions,
restrictions, representations and warranties required by the Board of Directors.
The certificates representing the shares awarded shall bear any legends required
by the Board of Directors. The Company may require any recipient of a stock
bonus to pay to the Company in cash upon demand amounts necessary to satisfy any
applicable federal, state or local tax withholding requirements. If the
recipient fails to pay the amount demanded, the Company may withhold that amount
from other amounts payable by the Company to the recipient, including salary,
subject to applicable law. With the consent of the Board of Directors, a
recipient may deliver Common Stock to the Company to satisfy this withholding
obligation. Upon the issuance of a stock bonus, the number of shares reserved
for issuance under the Plan shall be reduced by the number of shares issued.

     8.   RESTRICTED STOCK. The Board of Directors may issue shares under the
Plan for any consideration (including promissory notes and services) determined
by the Board of Directors. Shares issued under the Plan shall be subject to the
terms, conditions and restrictions determined by the Board of Directors. The
restrictions may include restrictions concerning transferability, repurchase by
the Company and forfeiture of the shares issued, together with any other
restrictions determined by the Board of Directors. All Common Stock issued
pursuant to this Section 8 shall be subject to a purchase agreement, which shall
be executed by the Company and the prospective recipient of the shares before
the delivery of certificates representing the shares to the recipient. The
purchase agreement may contain any terms, conditions, restrictions,
representations and warranties required by the Board of Directors. The
certificates representing the shares shall bear any legends required by the


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Board of Directors. The Company may require any purchaser of restricted stock to
pay to the Company in cash upon demand amounts necessary to satisfy any
applicable federal, state or local tax withholding requirements. If the
purchaser fails to pay the amount demanded, the Company may withhold that amount
from other amounts payable by the Company to the purchaser, including salary,
subject to applicable law. With the consent of the Board of Directors, a
purchaser may deliver Common Stock to the Company to satisfy this withholding
obligation. Upon the issuance of restricted stock, the number of shares reserved
for issuance under the Plan shall be reduced by the number of shares issued.

     9.   CASH BONUS RIGHTS.

          (a)   GRANT. The Board of Directors may grant cash bonus rights
under the Plan in connection with (i) options granted or previously granted,
(ii) stock bonuses awarded or previously awarded and (iii) shares sold or
previously sold under the Plan. Cash bonus rights will be subject to any rules,
terms and conditions the Board of Directors determines. Unless otherwise
determined by the Board of Directors, each cash bonus right granted under the
Plan by its terms shall be nonassignable and nontransferable by the holder,
either voluntarily or by operation of law, except by will or by the laws of
descent and distribution of the state or country of the holder's domicile at the
time of death. The payment of a cash bonus shall not reduce the number of shares
of Common Stock reserved for issuance under the Plan.

          (b)   CASH BONUS RIGHTS IN CONNECTION WITH OPTIONS. A cash bonus
right granted in connection with an option will entitle an optionee to a cash
bonus when the related option is exercised in whole or in part if, in the sole
discretion of the Board of Directors, the bonus right will result in a tax
deduction that the Company has sufficient taxable income to use. If an optionee
purchases shares upon exercise of an option, the amount of the bonus, if any,
shall be determined by multiplying the excess of the total fair market value of
the shares to be acquired upon exercise over the total option price for the
shares by the applicable bonus percentage. The bonus percentage applicable to a
bonus right, including a previously granted bonus right, may be changed from
time to time at the sole discretion of the Board of Directors but shall in no
event exceed 75 percent.

          (c)   CASH BONUS RIGHTS IN CONNECTION WITH STOCK BONUS. A cash
bonus right granted in connection with a stock bonus will entitle the recipient
to a cash bonus payable when the stock bonus is awarded or restrictions, if any,
to which the stock is subject lapse. If bonus stock awarded is subject to
restrictions and is repurchased by the Company or forfeited by the holder, the
cash bonus right granted in connection with the stock bonus shall terminate and
may not be exercised. The amount and timing of payment of a cash bonus shall be
determined by the Board of Directors.

          (d)   CASH BONUS RIGHTS IN CONNECTION WITH STOCK PURCHASES. A cash
bonus right granted in connection with the purchase of stock pursuant to Section
8 will entitle the recipient to a cash bonus when the shares are purchased or
restrictions, if any, to which the

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stock is subject lapse. Any cash bonus right granted in connection with shares
purchased pursuant to Section 8 shall terminate and may not be exercised if the
shares are repurchased by the Company or forfeited by the holder pursuant to
applicable restrictions. The amount of any cash bonus to be awarded and timing
of payment of a cash bonus shall be determined by the Board of Directors.

          (e)   TAXES. The Company shall withhold from any cash bonus paid
pursuant to this Section 9 the amount necessary to satisfy any applicable
federal, state and local withholding requirements.

     10.  PERFORMANCE UNITS. The Board of Directors may grant performance units
consisting of monetary units which may be earned in whole or in part if the
Company achieves goals established by the Board of Directors over a designated
period of time, but not in any event more than 10 years. The goals established
by the Board of Directors may include earnings per share, return on
stockholders' equity, return on invested capital or any other goal the Board of
Directors establishes. If the minimum performance goal established by the Board
of Directors is not achieved at the conclusion of a period, no payment shall be
made to the participants. If the maximum corporate goal is achieved, 100 percent
of the monetary value of the performance units shall be paid to or vested in the
participants. Partial achievement of the maximum goal may result in a payment or
vesting corresponding to the degree of achievement as determined by the Board of
Directors. Payment of an award earned may be in cash or in Common Stock or a
combination of both, and may be made when earned, or vested and deferred, as the
Board of Directors determines. Deferred awards may earn interest on the terms
and at a rate determined by the Board of Directors. Unless otherwise determined
by the Board of Directors, each performance unit granted under the Plan by its
terms shall be nonassignable and nontransferable by the holder, either
voluntarily or by operation of law, except by will or by the laws of descent and
distribution of the state or country of the holder's domicile at the time of
death. Each participant who has been awarded a performance unit shall, upon
notification of the amount due, pay to the Company in cash amounts necessary to
satisfy any applicable federal, state and local tax withholding requirements. If
the participant fails to pay the amount demanded, the Company may withhold that
amount from other amounts payable by the Company to the participant, including
salary, subject to applicable law. With the consent of the Board of Directors, a
participant may satisfy this obligation, in whole or in part, by having the
Company withhold from any shares to be issued that number of shares that would
satisfy the withholding amount due or by delivering Common Stock to the Company
to satisfy the withholding amount. The payment of a performance unit in cash
shall not reduce the number of shares of Common Stock reserved for issuance
under the Plan. The number of shares reserved for issuance under the Plan shall
be reduced by the number of shares issued upon payment of an award.

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     11.  CHANGES IN CAPITAL STRUCTURE.

          (a)   STOCK SPLITS; STOCK DIVIDENDS. If the outstanding Common
Stock of the Company is hereafter increased or decreased or changed into or
exchanged for a different number or kind of shares or other securities of the
Company by reason of any stock split, combination of shares, dividend payable in
shares, recapitalization or reclassification, appropriate adjustment shall be
made by the Board of Directors in the number and kind of shares available for
grants under the Plan. In addition, the Board of Directors shall make
appropriate adjustment in the number and kind of shares as to which outstanding
options, or portions thereof then unexercised, shall be exercisable, so that the
optionee's proportionate interest before and after the occurrence of the event
is maintained. Notwithstanding the foregoing, the Board of Directors shall have
no obligation to effect any adjustment that would or might result in the
issuance of fractional shares, and any fractional shares resulting from any
adjustment may be disregarded or provided for in any manner determined by the
Board of Directors. Any such adjustments made by the Board of Directors shall be
conclusive.

          (b)   MERGERS, REORGANIZATIONS, ETC. In the event of a merger,
consolidation, plan of exchange, acquisition of property or stock, separation,
reorganization or liquidation to which the Company is a party or a sale of all
or substantially all of the Company's assets (each, a "Transaction"), the Board
of Directors shall, in its sole discretion and to the extent possible under the
structure of the Transaction, select one of the following alternatives for
treating outstanding options under the Plan:

                (i)  Outstanding options shall remain in effect in accordance
     with their terms.

                (ii) Outstanding options shall be converted into options to
     purchase stock in the corporation that is the surviving or acquiring
     corporation in the Transaction. The amount, type of securities subject
     thereto and exercise price of the converted options shall be determined by
     the Board of Directors of the Company, taking into account the relative
     values of the companies involved in the Transaction and the exchange rate,
     if any, used in determining shares of the surviving corporation to be
     issued to holders of shares of the Company. Unless otherwise determined by
     the Board of Directors, the converted options shall be vested only to the
     extent that the vesting requirements relating to options granted hereunder
     have been satisfied.

                (iii) The Board of Directors shall provide a period of up to 30
     days before the consummation of the Transaction during which outstanding
     options may be exercised to the extent then exercisable, and upon the
     expiration of that 30-day period, all unexercised options shall immediately
     terminate. The Board of Directors may, in its sole discretion, accelerate
     the exercisability of options so that they are exercisable in full during
     that 30-day period.

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          (c)   DISSOLUTION OF THE COMPANY.  In the event of the dissolution of
the Company, options shall be treated in accordance with Section 11(b)(iii).

          (d)   RIGHTS ISSUED BY ANOTHER CORPORATION. The Board of Directors
may also grant options, performance units, stock bonuses and cash bonuses and
issue restricted stock under the Plan with terms, conditions and provisions that
vary from those specified in this Plan, provided that any such awards are
granted in substitution for, or in connection with the assumption of, existing
options, stock bonuses, cash bonuses, restricted stock and performance units
granted, awarded or issued by another corporation and assumed or otherwise
agreed to be provided for by the Company pursuant to or by reason of a
Transaction.

     12.  AMENDMENT OF THE PLAN. The Board of Directors may at any time modify
or amend the Plan in any respect. Except as provided in Sections 6(a)(iv),
6(b)(iv), 9 and 10, however, no change in an award already granted shall be made
without the written consent of the holder of the award.

     13.  APPROVALS. The Company's obligations under the Plan are subject to the
approval of state and federal authorities or agencies with jurisdiction in the
matter. The Company will use its best efforts to take steps required by state or
federal law or applicable regulations, including rules and regulations of the
Securities and Exchange Commission and any stock exchange on which the Company's
shares may then be listed, in connection with the grants under the Plan. The
foregoing notwithstanding, the Company shall not be obligated to issue or
deliver Common Stock under the Plan if such issuance or delivery would violate
state or federal securities laws.

     14.  EMPLOYMENT AND SERVICE RIGHTS. Nothing in the Plan or any award
pursuant to the Plan shall (i) confer upon any employee any right to be
continued in the employment of the Company or interfere in any way with the
Company's right to terminate the employee's employment at any time, for any
reason, with or without cause, or to decrease the employee's compensation or
benefits, or (ii) confer upon any person engaged by the Company any right to be
retained or employed by the Company or to the continuation, extension, renewal
or modification of any compensation, contract or arrangement with or by the
Company.

     15.  RIGHTS AS A STOCKHOLDER. The recipient of any award under the Plan
shall have no rights as a stockholder with respect to any Common Stock until the
date of issue to the recipient of a stock certificate for those shares. Except
as otherwise expressly provided in the Plan, no adjustment shall be made for
dividends or other rights for which the record date occurs before the date such
stock certificate is issued.

Adopted: _______________, 2000

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