QueryObject Systems Corporation

                             2000 STOCK OPTION PLAN



         1.       Purpose of the Plan.

                  This 2000 Stock  Option  Plan (the  "Plan") is  intended as an
incentive to the officers,  directors,  consultants  and advisors to QueryObject
Systems  Corporation,  a Delaware corporation (the "Company") and any Subsidiary
of the  Company,  within  the  meaning of  Section  424(f) of the United  States
Internal  Revenue Code of 1986, as amended (the "Code"),  in order to strengthen
their  desire to remain in the  employ of the  Company  and to  stimulate  their
efforts on behalf of the  Company,  to retain and attract  persons of  training,
experience and ability,  to attract new employees,  directors,  consultants  and
advisors  whose  services are  considered  valuable,  to encourage  the sense of
proprietorship  and to  stimulate  the active  interest  of such  persons in the
development and financial success of the Company and its Subsidiaries.

                  It is further  intended that certain options granted  pursuant
to the Plan shall  constitute  incentive  stock  options  within the  meaning of
Section 422 of the Code (the  "Incentive  Options")  while certain other options
granted  pursuant  to  the  Plan  shall  be  nonqualified   stock  options  (the
"Nonqualified   Options").   Incentive  Options  and  Nonqualified  Options  are
hereinafter referred to collectively as "Options."

                  The Company  intends  that the Plan meet the  requirements  of
Rule 16b-3  ("Rule 16b- 3")  promulgated  under the  Securities  Exchange Act of
1934,  as  amended  (the  "Exchange  Act")  and  that  transactions  of the type
specified in  subparagraphs  (c) to (f)  inclusive of Rule 16b-3 by officers and
directors of the Company  pursuant to the Plan will be exempt from the operation
of Section 16(b) of the Exchange Act.  Further,  the Plan is intended to satisfy
the performance-based  compensation exception to the limitation on the Company's
tax deductions  imposed by Section 162(m) of the Code. In all cases,  the terms,
provisions,  conditions  and  limitations  of the Plan  shall be  construed  and
interpreted consistent with the Company's intent as stated in this Section 1.


         2.       Administration of the Plan.

                  The Board of  Directors  of the Company  (the  "Board")  shall
appoint and maintain as administrator of the Plan a Committee (the  "Committee")
consisting of two or more  directors who are  "Non-Employee  Directors" (as such
term is defined in Rule 16b-3) and "Outside  Directors" (as such term is defined
in Section 162(m) of the Code),  which shall serve at the pleasure of the Board.
The  Committee,  subject to  Sections 3 and 5 hereof,  shall have full power and
authority  to  designate  recipients  of  Options,  to  determine  the terms and
conditions of respective  Option agreements (which need not be identical) and to
interpret the provisions and supervise the administration of the Plan.


<PAGE>

The Committee shall have the authority,  without limitation,  to designate which
Options  granted  under the Plan shall be  Incentive  Options and which shall be
Nonqualified  Options. To the extent any Option does not qualify as an Incentive
Option, it shall constitute a separate Nonqualified Option.

                  Subject to the  provisions of the Plan,  the  Committee  shall
interpret the Plan and all Options granted under the Plan, shall make such rules
as it deems necessary for the proper  administration of the Plan, shall make all
other  determinations  necessary or advisable for the administration of the Plan
and  shall  correct  any  defects  or  supply  any  omission  or  reconcile  any
inconsistency in the Plan or in any Options granted under the Plan in the manner
and to the extent that the  Committee  deems  desirable to carry into effect the
Plan or any Options.  The act or  determination  of a majority of the  Committee
shall be the act or  determination  of the Committee and any decision reduced to
writing  and  signed  by all of the  members  of the  Committee  shall  be fully
effective as if it had been made by a majority at a meeting  duly held.  Subject
to the  provisions of the Plan,  any action taken or  determination  made by the
Committee  pursuant  to  this  and the  other  Sections  of the  Plan  shall  be
conclusive on all parties.

                  In the event that for any reason  the  Committee  is unable to
act or if the  Committee  at the time of any grant,  award or other  acquisition
under the Plan of Options or Stock as  hereinafter  defined  does not consist of
two or more Non-Employee Directors, or if there shall be no such Committee, then
the Plan  shall be  administered  by the  Board,  and  references  herein to the
Committee  (except  in the  proviso  to this  sentence)  shall be  deemed  to be
references to the Board, and any such grant,  award or other  acquisition may be
approved or ratified in any other manner  contemplated  by  subparagraph  (d) of
Rule 16b-3;  provided,  however,  that options  granted to the  Company's  Chief
Executive Officer or to any of the Company's other four most highly  compensated
officers that are intended to qualify as  performance-based  compensation  under
Section 162(m) of the Code may only be granted by the Committee.

         3.       Designation of Optionees.

                  (a) The  persons  eligible  for  participation  in the Plan as
recipients of Options (the "Optionees")  shall include  employees,  officers and
directors of, and  consultants  and advisors to, the Company or any  Subsidiary;
provided that Incentive  Options may only be granted to employees of the Company
and the Subsidiaries.  In selecting Optionees,  and in determining the number of
shares to be covered by each Option  granted to  Optionees,  the  Committee  may
consider  the  office  or  position  held  by the  Optionee  or  the  Optionee's
relationship to the Company,  the Optionee's  degree of  responsibility  for and
contribution  to the growth and  success of the Company or any  Subsidiary,  the
Optionee's length of service,  age, promotions,  potential and any other factors
that the  Committee may consider  relevant.  An Optionee who has been granted an
Option  hereunder  may be  granted  an  additional  Option  or  Options,  if the
Committee shall so determine.

                  (b)  Subject  to the  availability  of shares of Common  Stock
under the Plan,  on the date of the first Board of Directors  meeting  following
the election of directors, commencing on the


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<PAGE>

date of the first Board of Directors  meeting  following the 2000 Annual Meeting
of  Stockholders,  options to purchase  [3,500] shares of Common Stock,  or such
other  number of shares of Common  Stock as declared by the  Committee  shall be
granted to each member of the Board of  Directors  who is not an employee of the
Company or any subsidiary.

         4.       Stock Reserved for the Plan.

                  Subject to adjustment as provided in Section 7 hereof, a total
of 725,000 shares of the Company's Common Stock,  $.001 par value per share (the
"Stock"),  shall be subject to the Plan.  The maximum  number of shares of Stock
that may be subject to options  granted under the Plan to any  individual in any
calendar year shall not exceed  100,000,  and the method of counting such shares
shall conform to any requirements  applicable to performance-based  compensation
under Section  162(m) of the Code. The shares of Stock subject to the Plan shall
consist of unissued shares or previously issued shares held by any Subsidiary of
the Company,  and such amount of shares of Stock shall be and is hereby reserved
for such  purpose.  Any of such shares of Stock that may remain  unsold and that
are not  subject to  outstanding  Options at the  termination  of the Plan shall
cease to be reserved for the purposes of the Plan, but until  termination of the
Plan the Company  shall at all times  reserve a  sufficient  number of shares of
Stock to meet the  requirements  of the Plan.  Should  any  Option  expire or be
canceled  prior to its  exercise in full or should the number of shares of Stock
to be  delivered  upon the  exercise  in full of an  Option be  reduced  for any
reason, the shares of Stock theretofore subject to such Option may be subject to
future Options under the Plan, except where such reissuance is inconsistent with
the provisions of Section 162(m) of the Code.

         5.       Terms and Conditions of Options.

                  Options  granted  under  the  Plan  shall  be  subject  to the
following conditions and shall contain such additional terms and conditions, not
inconsistent with the terms of the Plan, as the Committee shall deem desirable:

                  (a) Option  Price.  The purchase  price of each share of Stock
purchasable  under an Incentive  Option shall be  determined by the Committee at
the time of grant,  but shall not be less than 100% of the Fair Market Value (as
defined  below)  of such  share of Stock on the  date  the  Option  is  granted;
provided,  however,  that with  respect  to an  Optionee  who,  at the time such
Incentive  Option is granted,  owns (within the meaning of Section 424(d) of the
Code) more than 10% of the total  combined  voting power of all classes of stock
of the Company or of any Subsidiary, the purchase price per share of Stock shall
be at least  110% of the Fair  Market  Value  per  share of Stock on the date of
grant.  The  purchase  price  of  each  share  of  Stock   purchasable  under  a
Nonqualified  Option shall not be less than 85% of the Fair Market Value of such
share of Stock on the date the Option is granted; provided,  however, that if an
option  granted  to  the  Company's  Chief  Executive  Officer  or to any of the
Company's other four most highly compensated  officers is intended to qualify as
performance-based  compensation  under Section  162(m) of the Code, the exercise
price of such Option  shall not be less than 100% of the Fair  Market  Value (as
such term is  defined  below) of such  share of Stock on the date the  Option is
granted. The exercise price for each Option shall


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<PAGE>

be subject to  adjustment  as provided in Section 7 below.  "Fair Market  Value"
means the closing  price on the day before the grants of publicly  traded shares
of Stock on the  principal  securities  exchange  on which  shares  of Stock are
listed (if the shares of Stock are so listed), or on the NASDAQ Stock Market (if
the shares of Stock are regularly quoted on the NASDAQ Stock Market), or, if not
so listed or regularly quoted, the mean between the closing bid and asked prices
of publicly traded shares of Stock in the  over-the-counter  market, or, if such
bid and asked  prices  shall not be  available,  as reported  by any  nationally
recognized  quotation  service selected by the Company,  or as determined by the
Committee in a manner  consistent  with the provisions of the Code.  Anything in
this  Section  5(a) to the  contrary  notwithstanding,  in no  event  shall  the
purchase  price of a share of Stock be less  than the  minimum  price  permitted
under the rules and  policies of any national  securities  exchange on which the
shares of Stock are listed.

                  (b) Option Term. The term of each Option shall be fixed by the
Committee, but no Option shall be exercisable more than ten years after the date
such  Option is granted  and in the case of an  Incentive  Option  granted to an
Optionee  who, at the time such  Incentive  Option is granted,  owns (within the
meaning  of  Section  424(d)  of the Code)  more than 10% of the total  combined
voting  power of all  classes of stock of the Company or of any  Subsidiary,  no
such Incentive  Option shall be exercisable  more than five years after the date
such Incentive Option is granted.

                  (c)  Exercisability.  Subject to Section 5(j) hereof,  Options
shall be  exercisable  at such  time or times  and  subject  to such  terms  and
conditions as shall be determined by the Committee at the time of grant.  Unless
otherwise  determined by the Committee at grant,  all options granted under this
plan and then outstanding shall  immediately vest and become  exercisable upon a
Change of  Control.  A "Change of Control"  shall  mean:  (i) the sale of all or
substantially  all of the  assets of the  Company  in one or a series of related
transactions  to any person or entity or group of persons or entities  acting in
concert or (ii) the merger or  consolidation of the Company with or into another
corporation  with the effect that the then existing  stockholders of the company
hold  less  than  50% of the  combined  voting  power  of the  then  outstanding
securities  of the  surviving  corporation  of such  merger  or the  corporation
resulting  from such  consolidation  or (iii) the  acquisition  by any person or
entity or group of persons or entities acting in concert of beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the Securities  Exchange Act
of 1934,  as  amended)  of 50% or more of the  outstanding  shares of the voting
stock of the Company or (iv) the adoption of a plan relating to the  liquidation
or dissolution of the Company.

                  (d) Method of Exercise. Options to the extent then exercisable
may be  exercised in whole or in part at any time during the option  period,  by
giving written notice to the Company specifying the number of shares of Stock to
be purchased,  accompanied by payment in full of the purchase price, in cash, or
by check or such other  instrument  as may be acceptable  to the  Committee.  As
determined by the Committee, in its sole discretion,  at or after grant, payment
in full or in part may be made at the  election of the  Optionee (i) in the form
of Stock owned by the  Optionee  (based on the Fair Market Value of the Stock on
the trading day before the Option is exercised)  which is not the subject of any
pledge or security interest, (ii) in the form of shares of Stock withheld by the
Company  from the shares of Stock  otherwise to be received  with such  withheld
shares of Stock


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<PAGE>

having a Fair Market Value on the date of exercise  equal to the exercise  price
of the Option,  or (iii) by a  combination  of the  forgoing,  provided that the
combined value of all cash and cash equivalents and the Fair Market Value of any
shares  surrendered  to the Company is at least equal to such exercise price and
except  with  respect to (ii)  above,  such  method of payment  will not cause a
disqualifying  disposition  of  all or a  portion  of the  Stock  received  upon
exercise of an Incentive  Option.  An Optionee shall have the right to dividends
and other rights of a stockholder with respect to shares of Stock purchased upon
exercise of an Option at such time as the Optionee has given  written  notice of
exercise  and has paid in full  for such  shares  and  (ii) has  satisfied  such
conditions that may be imposed by the Company with respect to the withholding of
taxes.

                  (e)   Non-transferability   of   Options.   Options   are  not
transferable  and may be exercised solely by the Optionee during his lifetime or
after his death by the person or persons  entitled thereto under his will or the
laws of descent and  distribution.  The Committee,  in its sole discretion,  may
permit a transfer of a Nonqualified Option to (i) a trust for the benefit of the
Optionee or (ii) a member of the Optionee's immediate family (or a trust for his
or her benefit).  Any attempt to transfer,  assign,  pledge or otherwise dispose
of, or to subject  to  execution,  attachment  or  similar  process,  any Option
contrary to the provisions  hereof shall be void and  ineffective and shall give
no right to the purported transferee.

                  (f) Termination by Death.  Unless otherwise  determined by the
Committee at grant, if any Optionee's  employment with or service to the Company
or any  Subsidiary  terminates by reason of death,  the Option may thereafter be
exercised,  to the extent then exercisable (or on such accelerated  basis as the
Committee shall determine at or after grant), by the legal representative of the
estate or by the legatee of the Optionee  under the will of the Optionee,  for a
period of one year after the date of such death or until the  expiration  of the
stated  term of such  Option as  provided  under the Plan,  whichever  period is
shorter.

                  (g)  Termination  by Reason of  Disability.  Unless  otherwise
determined  by the  Committee at grant,  if any  Optionee's  employment  with or
service  to the  Company  or any  Subsidiary  terminates  by reason of total and
permanent  disability,  any  Option  held by such  Optionee  may  thereafter  be
exercised,  to the extent it was  exercisable at the time of termination  due to
Disability (or on such accelerated  basis as the Committee shall determine at or
after  grant),  but may not be  exercised  after 30 days  after the date of such
termination  of  employment  or service or the  expiration of the stated term of
such  Option,  whichever  period is shorter;  provided,  however,  that,  if the
Optionee dies within such 30-day  period,  any  unexercised  Option held by such
Optionee  shall  thereafter  be  exercisable  to  the  extent  to  which  it was
exercisable at the time of death for a period of one year after the date of such
death or for the stated term of such Option, whichever period is shorter.

                  (h)  Termination  by Reason of  Retirement.  Unless  otherwise
determined  by the  Committee at grant,  if any  Optionee's  employment  with or
service to the Company or any Subsidiary terminates by reason of Normal or Early
Retirement (as such terms are defined  below),  any Option held by such Optionee
may thereafter be exercised to the extent it was exercisable at the time of such


                                       -5-

<PAGE>

Retirement (or on such accelerated  basis as the Committee shall determine at or
after  grant),  but may not be  exercised  after 30 days  after the date of such
termination  of  employment  or service or the  expiration of the stated term of
such  Option,  whichever  period is shorter;  provided,  however,  that,  if the
Optionee dies within such 30-day  period,  any  unexercised  Option held by such
Optionee  shall  thereafter  be  exercisable,  to the  extent  to  which  it was
exercisable  at the time of death,  for a period  of one year  after the date of
such death or for the stated term of such Option, whichever period is shorter.

                  For purposes of this paragraph (h) "Normal  Retirement"  shall
mean retirement from active  employment with the Company or any Subsidiary on or
after  the  normal  retirement  date  specified  in the  applicable  Company  or
Subsidiary  pension  plan  or if no  such  pension  plan,  age  65,  and  "Early
Retirement" shall mean retirement from active employment with the Company or any
Subsidiary pursuant to the early retirement provisions of the applicable Company
or Subsidiary pension plan or if no such pension plan, age 55.

                  (i) Other  Termination.  Unless  otherwise  determined  by the
Committee at grant, if any Optionee's  employment with or service to the Company
or any  Subsidiary  terminates  for any reason other than death,  Disability  or
Normal or Early Retirement,  the Option shall thereupon  terminate,  except that
the portion of any Option that was  exercisable on the date of such  termination
of  employment  or service may be exercised  for the lesser of 30 days after the
date of  termination  or the  balance of such  Option's  term if the  Optionee's
employment  or service with the Company or any  Subsidiary  is terminated by the
Company  or such  Subsidiary  without  cause  (the  determination  as to whether
termination  was for  cause to be made by the  Committee).  The  transfer  of an
Optionee  from the  employ of or  service  to the  Company  to the  employ of or
service  to a  Subsidiary  or Parent  corporation  (within  the  meaning of Code
Section 424(e)), or from one Subsidiary to another or to the Company,  shall not
be deemed to constitute a  termination  of employment or service for purposes of
the Plan.

                  (j) Limit on Value of Incentive  Option.  The  aggregate  Fair
Market  Value,  determined as of the date the  Incentive  Option is granted,  of
Stock for which  Incentive  Options  are  exercisable  for the first time by any
Optionee  during any calendar year under the Plan (and/or any other stock option
plans of the Company or any Subsidiary) shall not exceed $100,000.

                  (k)  Transfer of  Incentive  Option  Shares.  The stock option
agreement evidencing any Incentive Options granted under this Plan shall provide
that if the Optionee makes a  disposition,  within the meaning of Section 424(c)
of the Code and regulations  promulgated  thereunder,  of any share or shares of
Stock issued to him upon exercise of an Incentive  Option granted under the Plan
within the two-year period  commencing on the day after the date of the grant of
such Incentive  Option or within a one-year  period  commencing on the day after
the date of transfer of the share or shares to him  pursuant to the  exercise of
such Incentive Option, he shall,  within 10 days after such disposition,  notify
the Company thereof and immediately  deliver to the Company any amount of United
States federal, state and local income tax withholding required by law.



                                       -6-

<PAGE>

         6.       Term of Plan.

                  No Option  shall be granted  pursuant  to the Plan on or after
April 19, 2010, but Options theretofore granted may extend beyond that date.

         7.       Capital Change of the Company.

                  In the  event of any  merger,  reorganization,  consolidation,
recapitalization,  stock  dividend,  or  other  change  in  corporate  structure
affecting  the Stock,  the  Committee  shall make an  appropriate  and equitable
adjustment in the number and kind of shares reserved for issuance under the Plan
and in the number  and option  price of shares  subject to  outstanding  Options
granted  under  the Plan,  to the end that  after  such  event  each  Optionee's
proportionate  interest shall be maintained as immediately before the occurrence
of such event.

         8.       Purchase for Investment.

                  Unless the  Options  and shares  covered by the Plan have been
registered under the Securities Act of 1933, as amended (the "Securities  Act"),
or the Company has determined that such registration is unnecessary, each person
exercising  an Option  under the Plan may be  required  by the Company to give a
representation  in writing that he is  acquiring  the shares for his own account
for  investment  and not with a view to,  or for sale in  connection  with,  the
distribution of any part thereof.

         9.       Taxes.

                  The  Company  may  make  such   provisions   as  it  may  deem
appropriate,  consistent  with  applicable  law, in connection  with any Options
granted under the Plan with respect to the withholding of any taxes or any other
tax matters.

         10.      Effective Date of Plan.

                  The  Plan  shall be  effective  on April  19,  2000,  provided
however  that the  Plan  shall  subsequently  be  approved  by  majority  of the
Company's stockholders not later than April 19, 2001.

         11.      Amendment and Termination.

                  The Board may amend,  suspend,  or terminate the Plan,  except
that no  amendment  shall be made that would  impair the rights of any  Optionee
under any Option theretofore granted without the Optionee's consent,  and except
that no amendment shall be made which,  without the approval of the stockholders
of the Company would:

                  (a)  materially  increase  the  number of  shares  that may be
issued under the Plan, except as is provided in Section 7;



                                       -7-

<PAGE>

                  (b) materially increase the benefits accruing to the Optionees
under the Plan;

                  (c) materially  modify the  requirements as to eligibility for
participation in the Plan;

                  (d) decrease the exercise price of an Incentive Option to less
than  100% of the  Fair  Market  Value  per  share of Stock on the date of grant
thereof or the exercise price of a  Nonqualified  Option to less than 85% of the
Fair Market Value per share of Stock on the date of grant thereof; or

                  (e) extend the term of any Option  beyond that provided for in
Section 5(b).

                  The  Committee  may amend the terms of any Option  theretofore
granted, prospectively or retroactively,  but no such amendment shall impair the
rights of any Optionee  without the Optionee's  consent.  The Committee may also
substitute new Options for previously granted Options, including options granted
under other plans  applicable to the participant and previously  granted Options
having  higher  option  prices,  upon  such  terms  as the  Committee  may  deem
appropriate.

         12.      Government Regulations.

                  The Plan, and the grant and exercise of Options hereunder, and
the  obligation  of the Company to sell and deliver  shares under such  Options,
shall be subject to all  applicable  laws,  rules and  regulations,  and to such
approvals  by any  governmental  agencies,  national  securities  exchanges  and
interdealer quotation systems as may be required.

         13.      General Provisions.

                  (a)  Certificates.   All  certificates  for  shares  of  Stock
delivered under the Plan shall be subject to such stop transfer orders and other
restrictions  as the Committee may deem advisable  under the rules,  regulations
and other  requirements  of the  Securities  and Exchange  Commission,  or other
securities  commission  having  jurisdiction,  any  applicable  Federal or state
securities  law, any stock exchange or interdealer  quotation  system upon which
the  Stock is then  listed  or traded  and the  Committee  may cause a legend or
legends to be placed on any such  certificates to make appropriate  reference to
such restrictions.

                  (b)  Employment  Matters.  The  adoption of the Plan shall not
confer upon any Optionee of the Company or any Subsidiary any right to continued
employment or, in the case of an Optionee who is a director,  continued  service
as a director,  with the Company or a Subsidiary,  as the case may be, nor shall
it  interfere  in any way with the right of the  Company  or any  Subsidiary  to
terminate  the  employment  of any of its  employees,  the service of any of its
directors or the retention of any of its consultants or advisors at any time.



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<PAGE>

                  (c)  Limitation  of  Liability.  No member of the Board or the
Committee,  or any officer or  employee  of the Company  acting on behalf of the
Board or the Committee, shall be personally liable for any action, determination
or interpretation  taken or made in good faith with respect to the Plan, and all
members of the Board or the  Committee  and ,each and any officer or employee of
the Company  acting on their behalf  shall,  to the extent  permitted by law, be
fully  indemnified  and  protected by the Company in respect of any such action,
determination or interpretation.

                  (d) Registration of Stock. Notwithstanding any other provision
in the Plan, no Option may be exercised  unless and until the Stock to be issued
upon the  exercise  thereof has been  registered  under the  Securities  Act and
applicable  state  securities  laws,  or are,  in the  opinion of counsel to the
Company,  exempt from such registration in the United States.  The Company shall
not be under any  obligation  to  register  under  applicable  federal  or state
securities  laws any Stock to be issued upon the  exercise of an Option  granted
hereunder in order to permit the exercise of an Option and the issuance and sale
of the Stock  subject  to such  Option,  although  the  Company  may in its sole
discretion  register such Stock at such time as the Company shall determine.  If
the Company  chooses to comply with such an  exemption  from  registration,  the
Stock issued  under the Plan may, at the  direction  of the  Committee,  bear an
appropriate  restrictive  legend restricting the transfer or pledge of the Stock
represented  thereby,  and the Committee may also give appropriate stop transfer
instructions with respect to such Stock to the Company's transfer agent.


                                     /s/ QueryObject Systems Corporation
                                     -----------------------------------
                                     QueryObject Systems Corporation
                                     April 19, 2000



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