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                                                                    EXHIBIT 10.1

                                 MAIL.COM, INC.
                             2000 STOCK OPTION PLAN

1. PURPOSE.

     The purpose of the Mail.com, Inc. 2000 Stock Option Plan (the "Plan") is to
provide for the grant of stock options as an incentive to selected directors,
officers, employees and consultants of Mail.com, Inc. (the "Company") and any
Subsidiary of the Company, to acquire a proprietary interest in the Company, to
continue as directors, officers, employees and consultants and to increase their
efforts on behalf of the Company.

2. DEFINITIONS.

     As used in the Plan, the following terms shall have the meanings set forth
below:

          (a) "Board " shall mean the Board of Directors of the Company.

          (b) "Code" shall mean the Internal Revenue Code of 1986, as amended
     from time to time, and any regulations promulgated thereunder.

          (c) "Committee" shall mean the committee described in Section 3.

          (d) "Company" shall mean Mail.com, Inc., a Delaware corporation, and
     any successor corporation.

          (e) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
     amended.

          (f) "Fair Market Value" means, as of any date, the value of Stock or
     other property determined as follows:

             (i)   If the Stock is listed on any established stock exchange or a
        national market system, including without limitation the Nasdaq National
        Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market, its
        Fair Market Value shall be the closing sales price for such Stock (or
        the closing bid, if no sales were reported) as quoted on such exchange
        or system for the last market trading day prior to the time of
        determination, as reported in The Wall Street Journal or such other
        source as the Committee deems reliable;

             (ii)  If the Stock is regularly quoted by a recognized securities
        dealer but selling prices are not reported, its Fair Market Value shall
        be the mean between the high bid and low asked prices for the Stock for
        the last market trading day prior to the time of determination; or

             (iii) In the absence of an established market for the Stock, or if
        Fair Market Value is in reference to property other than Stock, the Fair
        Market Value thereof shall be determined in good faith by the Committee.

          (g) "Grantee" shall mean an officer, director, employee or consultant
     of the Company to whom an Option has been granted under the terms of the
     Plan.

          (h) "Incentive Stock Option" shall mean an option granted under the
     Plan that is intended to meet the requirements of Section 422 of the Code
     or any successor provision.

          (i) "Nonemployee Director" shall mean a director of the Company who is
     a "nonemployee director" within the meaning of Rule 16b-3.

          (j) "Non-Qualified Stock Option" shall mean an option granted under
     the Plan that is not intended to be an Incentive Stock Option.

          (k) "Option" shall mean an Incentive Stock Option or a Non-Qualified
     Stock Option.


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          (l) "Option Agreement" shall mean a written agreement between the
     Company and a Grantee as described in Section 6.

          (m) "Outside Director" shall mean a director of the Company who is an
     "outside director" within the meaning of Section 162(m) of the Code.

          (n) "Plan" shall mean this Mail.com, Inc. 2000 Stock Option Plan, as
     amended from time to time.

          (o) "Rule 16b-3" shall mean Rule 16b-3 promulgated by the Securities
     and Exchange Commission under the Securities Exchange Act of 1934, as
     amended, or any successor rule or regulation.

          (p) "Stock" shall mean shares of Class A Common Stock, $.01 par value,
     of the Company or such other securities or property as may become subject
     to Options pursuant to an adjustment made under Section 8.

          (q) "Subsidiary" shall mean any corporation (other than the Company)
     in an unbroken chain of corporations beginning with the Company if each of
     the corporations other than the last corporation in the unbroken chain owns
     more than 50% of the total combined voting power of all classes of stock in
     one of the other corporations in such chain.

3. ADMINISTRATION.

     (a) The Plan shall be administered by a committee (the "Committee")
designated by the Board. The Committee shall consist of at least two directors
and may consist of the entire Board; provided, however, that (i) if the
Committee consists of less than the entire Board, each member shall be a
Nonemployee Director and (ii) to the extent necessary for an Option intended to
qualify as performance-based compensation under Section 162(m) of the Code to so
qualify, each member of the Committee shall be an Outside Director.

     (b) The Committee shall have plenary authority in its discretion, subject
only to the express provisions of the Plan and, in reference to the Incentive
Stock Options, to Code Section 422:

          (i)   to select the Grantees, the number of shares of Stock subject to
     each Option and terms of the Option granted to each Grantee (including
     without limitation the period during which such Option can be exercised and
     any restrictions on exercise), provided that, in making its determination,
     the Committee shall consider the position and responsibilities of the
     individual, the nature and value to the Company of his or her services and
     accomplishments, the individual's present and potential contribution to the
     success of the Company and any other factors that the Committee may deem
     relevant;

          (ii)  to determine the dates of the Option grants;

          (iii) to prescribe the form of the Option Agreements;

          (iv)  to adopt, amend and rescind rules and regulations for the
     administration of the Plan and for its own acts and proceedings;

          (v)   to decide all questions and settle all controversies and
     disputes of general applicability that may arise in connection with the
     Plan; and

          (vi)  to modify or amend any outstanding Option as provided in Section
     7(h).

All decisions, determinations and interpretations with respect to the foregoing
matters shall be made by the Committee and shall be final and binding upon all
persons.

     (c) DELEGATION.  The Committee may delegate authority to an officer of the
Company to grant Options to Grantees who are not subject to the short-swing
profit rules of Section 16 of the Exchange Act and are not "covered employees"
whose compensation is subject to the deduction limit of Section 162(m) of the
Code, at the discretion of such appointed officer, provided, however, that the
appointed officer shall have no authority to grant Options in units greater than
80,000 without approval of the Committee.

     (d) EXCULPATION.  No member of the Board or Committee shall be personally
liable for monetary damages for any action taken or any failure to take any
action in connection with the administration of the


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Plan or the granting of Options under it unless such action or failure to take
action constitutes self-dealing, willful misconduct or recklessness; provided,
however, that the provisions of this subsection shall not apply to the
responsibility or liability of a director pursuant to any criminal statute or to
the liability of a director for the payment of taxes pursuant to local, state or
federal law.

     (e) INDEMNIFICATION.  Each member of the Board or Committee shall be
entitled without further act on his part or her part to indemnity from the
Company to the fullest extent provided by applicable law and the Company's
Certificate of Incorporation or Bylaws in connection with or arising out of any
action, suit or proceeding with respect to the administration of the Plan or the
granting of Options under it in which he or she may be involved by reason of
being or having been a member of the Board or Committee at the time of the
action, suit or proceeding.

4. EFFECTIVENESS AND TERMINATION OF THE PLAN.

     The Plan shall become effective as of May 18, 2000, provided that the Plan
is approved by the stockholders of the Company within one year of its adoption.
Any Option outstanding at the time of termination of the Plan shall remain in
effect in accordance with its terms and conditions and those of the Plan. The
Plan shall terminate on the earliest of:

          (a) May 18, 2010; or

          (b) the date when all shares of Stock reserved for issuance under
     Section 5 of the Plan shall have been acquired through exercise of Options
     granted under the Plan; or

          (c) such earlier date as the Board may determine.

5. THE STOCK.

     The aggregate number of shares of Stock issuable under the Plan shall be
two million five hundred thousand shares (2,500,000) or the number and kinds of
shares of capital stock or other securities substituted for the Stock as
provided in Section 8. The aggregate number of shares of Stock issuable under
the Plan may be set aside out of the authorized but unissued shares of Stock not
reserved for any other purpose, or out of shares of Stock held in or acquired
for the treasury of the Company. All shares of Stock subject to an Option that
terminates unexercised for any reason may thereafter be subjected to a new
Option under the Plan.

6. OPTION AGREEMENT.

     Each Grantee shall enter into an Option Agreement with the Company setting
forth the terms and conditions of the Option issued to the Grantee, consistent
with the Plan. The form of Option Agreement may be established at any time or
from time to time by the Committee. No Grantee shall have rights in any Option
unless and until an Option Agreement is entered into with the Company.

7. TERMS AND CONDITIONS OF OPTIONS.

     Options may be granted by the Committee at any time and from time to time
prior to the termination of the Plan. Except as hereinafter provided, Options
granted under the Plan shall be subject to the following terms and conditions:

          (a) GRANTEES.  The Grantees shall be those employees of the Company or
     its Subsidiaries (including officers and directors), and those consultants
     to the Company or its Subsidiaries, selected by the Committee. No Incentive
     Stock Options shall be granted to (i) any person owning Stock or other
     capital stock in the Company possessing more than 10% of the total combined
     voting power of all classes of capital stock of the Company, unless such
     Incentive Stock Option meets the requirements of 7(b) and 7(e); or (ii) any
     director who is not an officer. The maximum number of shares of Stock which
     may be issued pursuant to Options granted to a Grantee within a calendar
     year is 1,000,000.

          (b) PRICE.  The exercise price of an Option shall be no less than the
     Fair Market Value of the Stock, without regard to any restriction, at the
     time the Option is granted. If a Grantee owns more than


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     10% of the total combined voting power of all classes of stock of the
     Company or any Subsidiary, the exercise price of any Incentive Stock Option
     granted to such individual shall be 110% of the Fair Market Value of the
     Stock.

          (c) PAYMENT FOR STOCK.  The exercise price of an Option shall be paid
     in full at the time of the exercise (i) in cash, or (ii) by certified check
     payable to the Company, or (iii) by other mode of payment (e.g., stock) as
     the Committee may approve.

          (d) LIMITATION.  Notwithstanding any provision of the Plan to the
     contrary, an Option shall not be treated as an Incentive Stock Option to
     the extent the aggregate fair market value (determined as of the time the
     Incentive Stock Option is granted) of Stock for which Incentive Stock
     Options are exercisable for the first time by a Grantee during any calendar
     year exceeds $100,000.

          (e) DURATION AND EXERCISE OF OPTIONS.  Options may be exercised for
     terms of up to but not exceeding ten years from the date of grant. Subject
     to the foregoing, Options shall be exercisable at the times and in the
     amounts (up to the full amount thereof) determined by the Committee at the
     time of grant. If an Option granted under the Plan is exercisable in
     installments the Committee shall determine what events, if any, will make
     it subject to acceleration. The term of an Incentive Stock Option granted
     to an employee who owns more than 10% of the combined voting power of all
     classes of stock of the Company shall not exceed 5 years.

          (f) TERMINATION OF SERVICES.  Upon the termination of a Grantee's
     services for the Company or its Subsidiaries for any reason, Options held
     by the Grantee may only be exercised to the extent and during the period,
     if any, set forth in the Option Agreement.

          (g) TRANSFERABILITY OF OPTION.  No Option shall be transferable except
     by will or the laws of descent and distribution. An Option shall be
     exercisable during the Grantee's lifetime only by the Grantee.

          (h) MODIFICATION, EXTENSION AND RENEWAL OF OPTIONS.  Subject to the
     terms and conditions and within the limitations of the Plan, the Committee
     may modify, extend or renew outstanding Options granted under the Plan, or
     accept the surrender of outstanding options (to the extent not theretofore
     exercised) and authorize the granting of new Options in substitution
     thereof. Notwithstanding the foregoing, however, no modification of an
     Option shall, without the consent of the Grantee, alter or impair any
     rights or obligations under any Option theretofore granted under the Plan
     or adversely affect the status of an Incentive Stock Option.

          (i) OTHER TERMS AND CONDITIONS.  Option Agreements may contain any
     other provision not inconsistent with the Plan that the Committee deems
     appropriate.

8. ADJUSTMENT FOR CHANGES IN THE STOCK.

     (a) In the event the shares of Stock, as presently constituted, shall be
changed into or exchanged for a different number or kind of shares or other
securities of the Company (whether by reason of merger, consolidation,
recapitalization, reclassification, split, reverse split, combination of shares
or otherwise), then there shall be substituted for or added to each share of
Stock theretofore or thereafter subject to an Option the number and kind of
shares of capital stock or other securities into, which each outstanding share
of Stock shall be changed, or for which each such share shall be exchanged, or
to which each such share shall be entitled, as the case may be. The price and
other terms of outstanding Options shall also be appropriately amended to
reflect the foregoing events. In the event there shall be any other change in
the number or kind of outstanding shares of the Stock, or of any capital stock
or other securities into which the Stock shall have been changed or for which it
shall have been exchanged, if the Committee shall, in its sole discretion,
determine that the change equitably requires an adjustment in any Option
theretofore granted or which may be granted under the Plan, then adjustments
shall be made in accordance with its determination.

     (b) Fractional shares resulting from any adjustment in Options pursuant to
this Section 8 may be settled in cash or otherwise as the Committee shall
determine. Notice of any adjustment shall be given by the


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Company to each holder of an Option that shall have been so adjusted, and the
adjustment (whether or not notice is given) shall be effective and binding for
all purposes of the Plan.

     (c) Notwithstanding Section 8(a), the Committee shall have the power, in
the event of the disposition of all or substantially all of the assets of the
Company, or the dissolution of the Company, or the merger or consolidation of
the Company, or the making of a tender offer to purchase all or a substantial
portion of outstanding Stock of the Company, to amend all outstanding Options
(upon such conditions as it shall deem fit) to (i) permit the exercise of
Options prior to the effective date of the transaction and to terminate all
unexercised Options as of that date, or (ii) require the forfeiture of all
Options, provided the Company pays to each Grantee the excess of the Fair Market
Value of the Stock subject to the Option over the exercise price of the Option,
or (iii) make any other provisions that the Committee deems equitable.

9. AMENDMENT OF THE PLAN.

     The Board may amend the Plan and may correct any defect or supply any
omission or reconcile any inconsistency in the Plan or in any Option in the
manner and to the extent deemed desirable to carry out the Plan without action
on the part of the stockholders of the Company; provided, however, that, except
as provided in Section 8 and this Section 9, unless the stockholders of the
Company shall have first approved thereof (i) the total number of shares of
Stock subject to the Plan shall not be increased, (ii) no Option shall be
exercisable more than ten years after the date it is granted, (iii) the
expiration date of the Plan shall not be extended and (iv) no amendment shall
permit the exercise price of any Option to be less than the Fair Market Value of
the Stock at the time of grant, increase the number of shares of Stock to be
received on exercise of an Option, materially increase the benefits accruing to
a Grantee under an Option or modify the eligibility requirements for
participation in the Plan.

10. INTERPRETATION AND CONSTRUCTION.

     The interpretation and construction of any provision of the Plan by the
Committee shall be final, binding and conclusive for all purposes.

11. APPLICATION OF FUNDS.

     The proceeds received by the Company from the sale of Stock pursuant to
this Plan will be used for general corporate purposes.

12. NO OBLIGATION TO EXERCISE OPTION.

     The granting of an Option shall impose no obligation upon the Grantee to
exercise an Option.

13. PLAN NOT A CONTRACT OF EMPLOYMENT.

     Neither the Plan nor any Option Agreement is a contract of employment, and
the terms of employment of any Grantee shall not be affected in any way by the
Plan or related instruments except as specifically provided therein. The
establishment of the Plan shall not be construed as conferring any legal rights
upon any Grantee for a continuance of employment; nor shall it interfere with
the right of the Company (or its Subsidiary, if applicable) to discharge the
Grantee.

14. EXPENSE OF THE PLAN.

     All of the expenses of administering the Plan shall be paid by the Company.

15. COMPLIANCE WITH APPLICABLE LAW.

     Notwithstanding anything herein to the contrary, the Company shall not be
obligated to cause to be issued or delivered any certificates for shares of
Stock issuable upon exercise of an Option unless and until the Company is
advised by its counsel that the issuance and delivery of the certificates is in
compliance with all applicable laws, regulations of government authorities and
requirements of any exchange upon which shares of


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Stock are traded. The Company shall in no event be obligated to register any
securities pursuant to the Securities Act of 1933 (as now in effect or as
hereafter amended) or to take any other action in order to cause the issuance
and delivery of certificates to comply with any of those laws, regulations or
requirements. The Committee may require, as a condition of the issuance and
delivery of certificates and in order to ensure compliance with those laws,
regulations and requirements, that the Grantee make such covenants, agreements
and representations as the Committee, in its sole discretion, deems necessary or
desirable. Each Option shall be subject to the further requirement that if at
any time the Committee shall determine in its discretion that the listing or
qualification of the shares of Stock subject to the Option, under any securities
exchange requirements or under any applicable law, or the consent or approval of
any regulatory body, is necessary in connection with the granting of the Option
or the issuance of Stock thereunder, the Option may not be exercised in whole or
in part unless the listing, qualification, consent or approval shall have been
effected or obtained free of any conditions not acceptable to the Committee.

16. GOVERNING LAW.

     Except to the extent preempted by federal law, this Plan shall be construed
and enforced in accordance with, and governed by, the laws of the State of
Delaware.


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