<PAGE>

                                                                   Exhibit 10.39


                                INTERLIANT, INC.
                             1998 STOCK OPTION PLAN
                    AMENDED AND RESTATED AS OF MARCH 23, 2000

                                    ARTICLE I

                                     PURPOSE
                                     -------

  This Interliant, Inc. 1998 Stock Option Plan is intended to advance the
interests of the Company and its stockholders and subsidiaries by attracting,
retaining and motivating the performance of selected officers, employees and
consultants of the Company of high caliber and potential upon whose judgment,
initiative and effort the Company is largely dependent for the successful
conduct of its business, and to encourage and enable such persons to acquire and
retain a proprietary interest in the Company by ownership of its stock.

                                   ARTICLE II

                                   DEFINITIONS
                                   -----------

          (a)  "Board" means the Board of Directors of the Company.

          (b)  "Code" means the Internal Revenue Code of 1986, as amended.

          (c)  "Common Stock" means the Company's Common Stock, par value $.01
per share.

          (d)  "Committee" means the Compensation Committee of the Board or any
other committee of the Board appointed by the Board to administer the Plan from
time to time.  The full Board shall also have the authority to exercise the
powers and duties of the Committee under the Plan.

          (e)  "Company" means Interliant, Inc., a Delaware corporation.

          (f)  "Date of Grant" means the date on which an Option becomes
effective in accordance with Section 6.1 hereof.

          (g)  "Eligible Person" means any person who is an officer, director,
employee or consultant of the Company or any Subsidiary.

          (h)  "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

          (i)  "Fair Market Value" of the Common Stock as of any date means the
average of the closing prices of the sales of Common Stock on all securities
exchanges on which the Common Stock is listed or, if on any day the Common Stock
is not so listed, the sales price of the Common Stock as reported on the Nasdaq
National Market as of 4:00
<PAGE>

P.M. New York Time, on such day or, if the Common Stock is not reported on the
Nasdaq National Market, the average of the representative bid and asked prices
quoted over a period of 21 trading days consisting of the day as of which Fair
Market Value is being determined and the 20 consecutive trading days prior to
such day. If at any time the Common Stock is not listed on any securities
exchange or quoted on the Nasdaq National Market, Fair Market Value will be
determined in good faith by the Committee in whatever manner it considers
appropriate. Fair Market Value will be determined without regard to any
restriction on transferability of the Common Stock other than any such
restriction which by its terms will never lapse.

          (j)  "Incentive Stock Option" means a stock option granted under the
Plan that is intended to meet the requirements of Section 422 of the Code and
the regulations promulgated thereunder.

          (k)  "Nonqualified Stock Option" means a stock option granted under
the Plan that is not an Incentive Stock Option.

          (l)  "Option" means an Incentive Stock Option or a Nonqualified Stock
Option granted under the Plan.

          (m)  "Optionee" means an Eligible Person to whom an Option has been
granted, which Option has not expired, under the Plan.

          (n)  "Option Price" means the price at which each share of Common
Stock subject to an Option may be purchased, determined in accordance with
Section 6.2 hereof.

          (o)  "Plan" means this Interliant, Inc. 1998 Stock Option Plan.

          (p)  "Stock Option Agreement" means an agreement between the Company
and an Optionee under which the Optionee may purchase Common Stock under the
Plan.

          (q)  "Subsidiary" means a subsidiary corporation of the Company,
within the meaning of Section 424(f) of the Code.

          (r)  "Ten-Percent Owner" means an Optionee who, at the time an
Incentive Stock Option is granted, owns stock possessing more than ten percent
of the total combined voting power of all classes of stock of the Company, its
parent, if any, or any Subsidiary, within the meaning of Sections 422(b)(6) and
424(d) of the Code.

                                       2
<PAGE>

                                   ARTICLE III

                                   ELIGIBILITY
                                   -----------

          All Eligible Persons are eligible to receive a grant of an Option
under the Plan.  The Committee shall, in its sole discretion, determine and
designate from time to time those Eligible Persons who are to be granted an
Option.

                                   ARTICLE IV

                                 ADMINISTRATION
                                 --------------

          4.1   Committee Members.  The Plan shall be administered by a
                -----------------
Committee comprised of no fewer than two persons selected by the Board, or by
the full Board.  Solely to the extent deemed necessary or advisable by the
Board, each Committee member shall meet the definition of a "nonemployee
director" for purposes of such Rule 16b-3 under the Exchange Act and of an
"outside director" under Section 162(m) of the Code.

          4.2   Committee Authority.  Subject to the express provisions of the
                -------------------
Plan, the Committee shall have the authority, in its discretion, to determine
the Eligible Persons to whom an Option shall be granted, the time or times at
which an Option shall be granted, the number of shares of Common Stock subject
to each Option, the Option Price of the shares subject to each Option and the
time or times when each Option shall become exercisable and the duration of the
exercise period.  Subject to the express provisions of the Plan, the Committee
shall also have discretionary authority to interpret the Plan, to prescribe,
amend and rescind rules and regulations relating to it, to determine the details
and provisions of each Stock Option Agreement, and to make all the
determinations necessary or advisable in the administration of the Plan.  All
such actions and determinations by the Committee shall be conclusively binding
for all purposes and upon all persons.  No Committee member shall be liable for
any action or determination made in good faith with respect to the Plan, any
Option or any Stock Option Agreement entered into hereunder.

          4.3   Delegation of Authority. The Committee shall have the right from
                -----------------------
time to time, to delegate to one or more officers of the Company the authority
of the Committee to grant and determine the terms and conditions of Options
awarded under the Plan, subject to such limitations as the Committee shall
determine; provided, however, that no such authority may be delegated with
respect to Options awarded to any member of the Board or any Optionee who the
Committee determines may be subject to Rule 16b-3 under the Exchange Act or
section 162(m) of the Code.

          4.4  Grants to Non-Employee Directors.  Awards of Options to non-
               ---------------------------------
employee directors under the Plan shall be approved by the Board.  With respect
to awards to such directors, powers and authorities vested in the Committee
under the Plan shall be exercised by the Board, and all provisions of the Plan
relating to the Committee shall be

                                       3
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interpreted in a manner consistent with the foregoing by treating any such
reference as a reference to the Board for such purpose.

                                    ARTICLE V

                         SHARES OF STOCK SUBJECT TO PLAN
                         -------------------------------

          5.1   Number of Shares.  Subject to adjustment pursuant to the
                ----------------
provisions of Section 5.2 hereof, the maximum number of shares of Common Stock
which may be issued and sold hereunder shall be 8,500,000 shares.  Shares of
Common Stock issued and sold under the Plan may be either authorized but
unissued shares or shares held in the Company's treasury.  Shares of Common
Stock covered by an Option that shall have been exercised shall not again be
available for an Option grant. If an Option shall terminate for any reason
(including, without limitation, the cancellation of an Option pursuant to
Section 6.6 hereof) without being wholly exercised, the number of shares to
which such Option termination relates shall again be available for grant
hereunder.

          5.2   Antidilution.  In the event of a reorganization,
                ------------
recapitalization, stock split, stock dividend, combination of shares, merger or
consolidation, or the sale, conveyance, or other transfer by the Company of all
or substantially all of its property, or any other change in the corporate
structure or shares of the Company, pursuant to any of which events the then
outstanding shares of Common Stock are split up or combined, or are changed
into, become exchangeable at the holder's election for, or entitle the holder
thereof to, cash, other shares of stock, or any of the consideration, or in the
case of any other transaction described in Section 424(a) of the Code, the
Committee may (i) change the number and kind of shares (including by
substitution of shares of another corporation) subject to the Options and/or the
Option Price of such shares in the manner that it shall deem to be equitable and
appropriate or (ii) provide for an appropriate and proportionate cash settlement
or distribution.  In no event may any such change be made to an Incentive Stock
Option which would constitute a "modification" within the meaning of Section
424(h)(3) of the Code without the written consent of the Optionee adversely
affected thereby.

                                       4
<PAGE>

                                   ARTICLE VI

                                     OPTIONS
                                     -------

          6.1   Grant of Option.  An Option may be granted to any Eligible
                ---------------
Person selected by the Committee.  The grant of an Option shall first be
effective upon the date it is approved by the Committee, except to the extent
the Committee shall specify a later date upon which the grant of an Option shall
first be effective.  Each Option shall be designated, at the discretion of the
Committee, as an Incentive Stock Option or a Nonqualified Stock Option, provided
that Incentive Stock Options may only be granted to Eligible Persons who are
considered employees of the Company or any Subsidiary for purposes of Section
422 of the Code.  The Company and the Optionee shall execute a Stock Option
Agreement which shall set forth such terms and conditions of the Option as may
be determined by the Committee to be consistent with the Plan, and which may
include additional provisions and restrictions that are not inconsistent with
the Plan.

          6.2   Option Price.  The Option Price shall be determined by the
                ------------
Committee; provided, however, that, in the case of an Incentive Stock Option,
           --------  -------
the Option Price shall not be less than 100 percent of the Fair Market Value of
a share of Common Stock on the trading date immediately preceding the Date of
Grant.

          6.3   Vesting; Term of Option. Unless otherwise specified by the
                -----------------------
Committee in the Stock Option Agreement for an Optionee, an Option shall vest
and become exercisable in cumulative annual installments, each of which shall
relate to one-fourth of the number of shares of Common Stock originally covered
thereby (as may be adjusted in accordance with Section 5.2 hereof), on the
first, second, third and fourth anniversaries of the Date of Grant,
respectively, provided that the Optionee remains an Eligible Person on each such
anniversary.  Notwithstanding the foregoing, the Committee, in its sole
discretion, may accelerate the exercisability of any Option at any time, and an
Option may become vested and exercisable in accordance with the provisions of
Articles VIII and IX hereof.  Subject to Article VIII hereof, the period during
which a vested Option may be exercised shall be ten years from the Date of
Grant, unless a shorter exercise period is specified by the Committee in the
Stock Option Agreement for an Optionee.

          6.4   Option Exercise; Withholding.  An Option may be exercised in
                ----------------------------
whole or in part at any time, with respect to whole shares only, within the
period permitted for the exercise thereof, and shall be exercised by written
notice of intent to exercise the Option with respect to a specified number of
shares delivered to the Company at its principal office, and payment in full to
the Company at said office of the amount of the Option Price for the number of
shares of the Common Stock with respect to which the Option is then being
exercised.  Payment of the Option Price shall be made (i) in cash or by cash
equivalent, (ii) at the discretion of the Committee, in Common Stock owned by
the Optionee for more than six months on the date of exercise, valued at the
Fair Market Value of such shares on the trading date immediately preceding the
date of exercise, (iii) at the

                                       5
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discretion of the Committee, by delivery of a notice that the optionee has
placed a market sell order (or similar instructions) with a broker with respect
to shares of Common Stock then issuable upon exercise of the option and that the
broker has been directed to pay sufficient portion of the net proceeds of the
sale to the Company in satisfaction of the Option Price (conditioned upon the
payment of such net proceeds), or (iv) at the discretion of the Committee, by a
combination of the methods described above. In addition to and at the time of
payment of the Option Price, the Optionee shall pay to the Company, in a manner
consistent with the foregoing, the full amount of all federal and state
withholding and other employment taxes applicable to the taxable income of such
Optionee resulting from such exercise.

          6.5   Limited Transferability of Option.  All Options shall be
                ---------------------------------
nontransferable except upon the Optionee's death, by the Optionee's will or the
laws of descent and distribution.  No transfer of an Option by the Optionee by
will or by laws of descent and distribution shall be effective to bind the
Company unless the Company shall have been furnished with written notice thereof
and an authenticated copy of the will and/or such other evidence as the
Committee may deem necessary to establish the validity of the transfer.  During
the lifetime of an Optionee, the Option shall be exercisable only by him, except
that, in the case of an Optionee who is legally incapacitated, the Option shall
be exercisable by his guardian or legal representative.

          6.6   Cancellation, Substitution and Amendment of Options.  The
                ---------------------------------------------------
Committee shall have the authority to effect, at any time and from time to time,
with the consent of the affected Optionees, (i) the cancellation of any or all
outstanding Options and the grant in substitution therefor of new Options
covering the same or different numbers of shares of Common Stock and having an
Option Price which may be the same as or different than the Option Price of the
cancelled Options or (ii) the amendment of the terms of any and all outstanding
Options.

          6.7  Maximum Limit.  Notwithstanding anything elsewhere in the Plan to
               --------------
the contrary, the maximum number of shares of Common Stock that may be subject
to Options granted to any Optionee during any one calendar year shall be 500,000
shares, subject to adjustment as provided in Section 5.2 hereof.

                                   ARTICLE VII

                            ADDITIONAL RULES FOR ISOs
                            -------------------------

          7.1   Ten-Percent Owners.  Notwithstanding any other provisions of
                ------------------
this Plan to the contrary, in the case of an Incentive Stock Option granted to a
Ten-Percent Owner,  (i) the period during which any such Incentive Stock Option
may be exercised shall not be greater than five years from the Date of Grant and
(ii) the Option Price of such Incentive Stock Option shall not be less than 110
percent of the Fair Market Value of a share of Common Stock on the Date of
Grant.

                                       6
<PAGE>

          7.2   Annual Limits.  No Incentive Stock Option shall be granted to
                -------------
an Optionee as a result of which the aggregate fair market value (determined as
of the date of grant) of the stock with respect to which incentive stock options
are exercisable for the first time in any calendar year under the Plan, and any
other stock option plans of the Company, any Subsidiary or any parent
corporation, would exceed $100,000, determined in accordance with Section 422(d)
of the Code.  This limitation shall be applied by taking options into account in
the order in which granted.

          7.3   Disqualifying Dispositions.  If shares of Common Stock
                --------------------------
acquired by exercise of an Incentive Stock Option are disposed of within two
years following the Date of Grant or within one year following the transfer of
such shares to the Optionee upon exercise, the Optionee shall, within 10 days
after such disposition, notify the Company in writing of the date and terms of
such disposition and provide such other information regarding the disposition as
the Committee may reasonably require.

          7.4   Other Terms and Conditions.  Any Incentive Stock Option
                --------------------------
granted hereunder shall contain such additional terms and conditions, not
inconsistent with the terms of this Plan, as are deemed necessary or desirable
by the Committee, which terms, together with the terms of this Plan, shall be
intended and interpreted to cause such Incentive Stock Option to qualify as an
"incentive stock option" under Section 422 of the Code.


                                  ARTICLE VIII

                             TERMINATION OF SERVICE
                             ----------------------

          8.1   Death. Unless otherwise specified by the Committee in the
                -----
Stock Option Agreement for an Optionee, if an Optionee shall die at any time
after the Date of Grant and while he is an Eligible Person, the executor or
administrator of the estate of the decedent, or the person or persons to whom an
Option shall have been validly transferred in accordance with Section 6.5 hereof
pursuant to will or the laws of descent and distribution, shall have the right,
during the period ending one year after the date of the Optionee's death
(subject to Sections 6.3 and 7.1 hereof concerning the maximum term of an
Option), to exercise the Optionee's Option to the extent that it was exercisable
at the date of the Optionee's death and shall not have been previously
exercised.  The Committee may determine at or after grant to make any portion of
his Option that is not exercisable at the date of death immediately vested and
exercisable.

          8.2   Disability.  Unless otherwise specified by the Committee in
                ----------
the Stock Option Agreement for an Optionee, if an Optionee's employment or other
service with the Company or any Subsidiary shall be terminated as a result of
his permanent and total disability (within the meaning of Section 22(e)(3) of
the Code) at any time after the Date of Grant and while he is an Eligible
Person, the Optionee (or in the case of an Optionee who is legally
incapacitated, his guardian or legal representative) shall have the right,
during a period ending one year after the date of his disability (subject to
Sections 6.3 and 7.1 hereof

                                       7
<PAGE>

concerning the maximum term of an Option), to exercise an Option to the extent
that it was exercisable at the date of such termination of employment or other
service and shall not have been exercised. The Committee may determine at or
after grant to make any portion of his Option that is not exercisable at the
date of termination of employment or other service due to disability immediately
vested and exercisable.

          8.3   Termination for Cause. Unless otherwise specified by the
                ---------------------
Committee in the Stock Option Agreement for an Optionee, if an Optionee's
employment or other service with the Company or any Subsidiary shall be
terminated for cause, the Optionee's right to exercise any unexercised portion
of an Option shall immediately terminate and all rights thereunder shall cease.
For purposes of this Section 8.3, termination for "cause" shall include, but not
be limited to, embezzlement or misappropriation of corporate funds, any acts of
dishonesty resulting in conviction for a felony, misconduct resulting in
material injury to the Company or any Subsidiary, significant activities harmful
to the reputation of the Company or any Subsidiary, a significant violation of
Company or Subsidiary policy, willful refusal to perform, or substantial
disregard of, the duties properly assigned to the Optionee, or a significant
violation of any contractual, statutory or common law duty of loyalty to the
Company or any Subsidiary.  The Committee shall have the power to determine
whether the Optionee has been terminated for cause and the date upon which such
termination for cause occurs.  Any such determination shall be final, conclusive
and binding upon the Optionee.

          8.4   Other Termination of Service.  Unless otherwise specified by
                ----------------------------
the Committee in the Stock Option Agreement for an Optionee, if an Optionee's
employment or other service with the Company or any Subsidiary shall be
terminated for any reason other than death, permanent and total disability or
termination for cause, the Optionee shall have the right, during the period
ending 90 days after such termination (subject to Sections 6.3 and 7.1 hereof
concerning the maximum term of an Option), to exercise an Option to the extent
that it was exercisable at the date of such termination and shall not have been
exercised.  For purposes of this Section 8.4, an Optionee shall not be
considered to have terminated employment or other service with the Company or
any Subsidiary until the expiration of the period of any military, sick leave or
other bona fide leave of absence, up to a maximum period of 90 days (or such
greater period during which the Optionee is guaranteed reemployment either by
statute or contract).

                                       8
<PAGE>

                                   ARTICLE IX

                                CHANGE IN CONTROL
                                -----------------

          9.1   Change in Control.  Upon a "change in control" of the Company
                -----------------
(as defined below), each outstanding Option, to the extent that it shall not
otherwise have become vested and exercisable, shall automatically become fully
and immediately vested and exercisable, without regard to any otherwise
applicable vesting requirement under Section 6.3 hereof; provided, however, that
                                                         --------  -------
no such vesting shall occur if provision has been made in writing in connection
with such transaction for (a) the continuation of the Plan and/or the assumption
of such Options by a successor corporation (or a parent or subsidiary thereof)
or (b) the substitution for such Options of new options covering the stock of a
successor corporation (or a parent or subsidiary thereof), with appropriate
adjustments as to the number and kinds of shares and exercise prices.  In the
event of any such continuation, assumption or substitution, the Plan and/or such
Options shall continue in the manner and under the terms so provided.

          9.2   Definition.  For purposes of Section 9.1 hereof, a "change in
                ----------
control" of the Company shall mean:

          (i) an acquisition subsequent to the date hereof by any person, entity
     or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the
     Securities Exchange Act of 1934, as amended (the "Exchange Act")) (a
     "Person"), of beneficial ownership (within the meaning of Rule 13d-3
     promulgated under the Exchange Act) of 30% or more of either (A) the then
     outstanding shares of Common Stock or (B) the combined voting power of the
     then outstanding voting securities of the Company entitled to vote
     generally in the election of directors (the "Outstanding Company Voting
     Securities"); excluding, however, the following: (1) any acquisition
     directly from the Company, other than an acquisition by virtue of the
     exercise of a conversion privilege unless the security being so converted
     was itself acquired directly from the Company, (2) any acquisition by the
     Company and (3) any acquisition by an employee benefit plan (or related
     trust) sponsored or maintained by the Company;

          (ii) a change in the composition of the Board such that during any
     period of two consecutive years, individuals who at the beginning of such
     period constitute the Board, and any new director (other than a director
     designated by a person who has entered into an agreement with the Company
     to effect a transaction described in paragraphs (i), (iii) or (iv) of this
     section) whose election by the Board or nomination for election by the
     Company's stockholders was approved by a vote of at least two-thirds of the
     directors then still in office who either were directors at the beginning
     of the period or whose election or nomination for election was previously
     so approved, cease for any reason to constitute at least a majority of the
     members thereof;

                                       9
<PAGE>

          (iii) the approval by the stockholders of the Company of a merger,
     consolidation, reorganization or similar corporate transaction, whether or
     not the Company is the surviving corporation in such transaction, in which
     outstanding shares of Common Stock are converted into (A) shares of stock
     of another company, other than a conversion into shares of voting common
     stock of the successor corporation (or a holding company thereof)
     representing 80% of the voting power of all capital stock thereof
     outstanding immediately after the merger or consolidation or (B) other
     securities (of either the Company or another company) or cash or other
     property;

          (iv) the approval by the stockholders of the Company of (A) the sale
     or other disposition of all or substantially all of the assets of the
     Company or (B) a complete liquidation or dissolution of the Company; or

          (v) the adoption by the Board of a resolution to the effect that any
     person has acquired effective control of the business and affairs of the
     Company.

                                    ARTICLE X

                               STOCK CERTIFICATES
                               ------------------

          10.1   Issuance of Certificates.  Subject to Section 10.2 hereof,
                 ------------------------
the Company shall issue a stock certificate in the name of the Optionee (or
other person exercising the Option in accordance with the provisions of the
Plan) for the shares of Common Stock purchased by exercise of an Option as soon
as practicable after due exercise and payment of the aggregate Option Price for
such shares.  A separate stock certificate or separate stock certificates shall
be issued for any shares of Common Stock purchased pursuant to the exercise of
an Option that is an Incentive Stock Option, which certificate or certificates
shall not include any shares of Common Stock that were purchased pursuant to the
exercise of an Option that is a Nonqualified Stock Option.

          10.2   Conditions.  The Company shall not be required to issue or
                 ----------
deliver any certificate for shares of Common Stock purchased upon the exercise
of any Option granted hereunder or any portion thereof prior to fulfillment of
all of the following conditions:

          (i)  the completion of any registration or other qualification of such
     shares, under any federal or state law or under the rulings or regulations
     of the Securities and Exchange Commission or any other governmental
     regulatory body, that the Committee shall in its sole discretion deem
     necessary or advisable;

          (ii)  the obtaining of any approval or other clearance from any
     federal or state governmental agency which the Committee shall in its sole
     discretion determine to be necessary or advisable;

                                       10
<PAGE>

          (iii)  the lapse of such reasonable period of time following the
     exercise of the Option as the Committee from time to time may establish for
     reasons of administrative convenience;

          (iv)  satisfaction by the Optionee of all applicable withholding taxes
     or other withholding liabilities; and

          (v)  if required by the Committee, in its sole discretion, the receipt
     by the Company from an Optionee of (i) a representation in writing that the
     shares of Common Stock received upon exercise of an Option are being
     acquired for investment and not with a view to distribution and (ii) such
     other representations and warranties as are deemed necessary by counsel to
     the Company.

          10.3   Legends.  The Company reserves the right to legend any
                 -------
certificate for shares of Common Stock, conditioning sales of such shares upon
compliance with applicable federal and state securities laws and regulations.

                                   ARTICLE XI

                    EFFECTIVE DATE, TERMINATION AND AMENDMENT
                    -----------------------------------------

          11.1   Effective Date.  The Plan shall become effective upon its
                 --------------
adoption by the Board and its approval by the stockholders of the Company.

          11.2  Termination.  The Plan shall terminate on the date immediately
                -----------
preceding the tenth anniversary of the date the Plan is adopted by the Board.
The Board may, in its sole discretion and at any earlier date, terminate the
Plan.  Notwithstanding the foregoing, no termination of the Plan shall in any
manner affect any Option theretofore granted without the consent of the Optionee
or the permitted transferee of the Option.

          11.3   Amendment.  The Board may at any time and from time to time
                 ---------
and in any respect, amend or modify the Plan. Solely to the extent deemed
necessary or advisable by the Board, for purposes of complying with Sections 422
or 162(m) of the Code or rules of any securities exchange or for any other
reason, the Board may seek the approval of any such amendment by the Company's
stockholders. Any such approval shall be by the affirmative votes of the
stockholders of the Company present, or represented, and entitled to vote at a
meeting duly held in accordance with applicable state law and the Certificate of
Incorporation and By-Laws of the Company. Notwithstanding the foregoing, no
amendment or modification of the Plan shall in any manner affect any Option
theretofore granted without the consent of the Optionee or the permitted
transferee of the Option.

                                       11
<PAGE>

                                   ARTICLE XII

                                  MISCELLANEOUS
                                  -------------

          12.1   Employment or other Service.  Nothing in the Plan, in the
                 ---------------------------
grant of any Option or in any Stock Option Agreement shall confer upon any
Eligible Person the right to continue in the capacity in which he is employed by
or otherwise provides services to the Company or any Subsidiary.
Notwithstanding anything contained in the Plan to the contrary, unless otherwise
provided in a Stock Option Agreement, no Option shall be affected by any change
of duties or position of the Optionee (including a transfer to or from the
Company or any Subsidiary), so long as such Optionee continues to be an Eligible
Person.

          12.2   Rights as Shareholder.  An Optionee or the permitted
                 ---------------------
transferee of an Option shall have no rights as a shareholder with respect to
any shares subject to such Option prior to the purchase of such shares by
exercise of such Option as provided herein.  Nothing contained herein or in the
Stock Option Agreement relating to any Option shall create an obligation on the
part of the Company to repurchase any shares of Common Stock purchased
hereunder.

          12.3   Other Compensation and Benefit Plans.  The adoption of the
                 ------------------------------------
Plan shall not affect any other stock option or incentive or other compensation
plans in effect for the Company or any Subsidiary, nor shall the Plan preclude
the Company from establishing any other forms of incentive or other compensation
for employees of the Company or any Subsidiary.  The amount of any compensation
deemed to be received by an Optionee as a result of the exercise of an Option or
the sale of shares received upon such exercise shall not constitute compensation
with respect to which any other employee benefits of such Optionee are
determined, including, without limitation, benefits under any bonus, pension,
profit sharing, life insurance or salary continuation plan, except as otherwise
specifically determined by the Board or the Committee or provided by the terms
of such plan.

          12.4  Plan Binding on Successors.  The Plan shall be binding upon
                --------------------------
the Company, its successors and assigns, and the Optionee, his executor,
administrator and permitted transferees.

          12.5   Construction and Interpretation.  Whenever used herein, nouns
                 -------------------------------
in the singular shall include the plural, and the masculine pronoun shall
include the feminine gender.  Headings of Articles and Sections hereof are
inserted for convenience and reference and constitute no part of the Plan.

          12.6   Severability.  If any provision of the Plan or any Stock
                 ------------
Option Agreement shall be determined to be illegal or unenforceable by any court
of law in any jurisdiction, the remaining provisions hereof and thereof shall be
severable and enforceable

                                       12
<PAGE>

in accordance with their terms, and all provisions shall remain enforceable in
any other jurisdiction.

          12.7   Governing Law.  The validity and construction of this Plan
                 -------------
and of the Stock Option Agreements shall be governed by the laws of the State of
Delaware.



                                             INTERLIANT, INC.

                                       13