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                                                                    Exhibit 10.4

                               MAINCONTROL, INC.

                         EMPLOYEE STOCK PURCHASE PLAN
                         (Effective as of     , 2000)

      The following constitutes the provisions of the MainControl, Inc.
Employee Stock Purchase Plan.

1. Purpose. The purpose of the Plan is to provide employees of the Company and
its Designated Subsidiaries with an opportunity to purchase Common Stock of
the Company through payroll deductions. It is believed that employee
participation in ownership of the Company on this basis will be to the mutual
benefit of the employees and the Company. It is the intention of the Company
that the Plan qualify as an "Employee Stock Purchase Plan" under Section 423
of the Code. The provisions of the Plan shall, accordingly, be construed so as
to extend and limit participation in a manner consistent with the requirements
of that section of the Code.

2. Definitions.

      "Board" means the Board of Directors of the Company.

      "Code" means the Internal Revenue Code of 1986, as amended, and the
applicable rulings and regulations (including any proposed regulations)
thereunder.

      "Common Stock" means the Common Stock, par value $0.001 per share, of
the Company.

      "Company" means MainControl, Inc. and its Subsidiaries.

      "Committee" means the committee appointed by and serving at the pleasure
of the Board to administer the Plan pursuant to Section 14.

      "Compensation" means base pay, plus any amounts attributable to
overtime, shift premium, incentive compensation, bonuses and commissions
(exclusive of "spot bonuses" and any other such item specifically directed for
all Employees by the Board or a committee), designated by the Board, but shall
exclude severance pay, pay in lieu of vacations, back pay awards, disability
benefits, deferred compensation, or any other compensation excluded in the
discretion of the Board.

      Compensation shall be determined before giving effect to any salary
reduction agreement pursuant to a qualified cash or deferred arrangement
within the meaning of Section 401(k) of the Code or to any similar reduction
agreement pursuant to any cafeteria plan (within the meaning of Section 125 of
the Code).

      "Continuous Status as an Employee" shall mean the absence of any
interruption or termination of service as an Employee. Continuous Status as an
Employee shall not be considered interrupted in the case of a leave of absence
agreed to in writing by the Company, provided that such leave is for a period
of not more than 90 days or re-employment upon the expiration of such leave is
guaranteed by contract or statute.

      "Designated Subsidiaries" means the Subsidiaries which have been
designated by the Board from time to time in its sole discretion as eligible
to participate in the Plan.

      "Employee" means any person, other than a "highly compensated employee"
as such term is defined in Section 414(q) of the Code, who is customarily
employed for at least twenty (20) hours per week and more than five (5) months
in a calendar year by the Company or one of its Designated Subsidiaries.

      "Exercise Date" means the last business day of each Exercise Period in
an Offering Period.

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      "Exercise Period" means a six-month period commencing on an Offering Date
or on the first business day after any Exercise Date in an Offering Period.

      "Offering Date" means the first day of each Offering Period of the Plan.

      "Offering Period" means a period during which options granted pursuant to
the Plan may be exercised as the Board so determines in its sole discretion.

      "Plan" means the MainControl, Inc. Employee Stock Purchase Plan.

      "Subsidiary" means any corporation, domestic or foreign, in which the
Company owns, directly or indirectly, 50% or more of the voting shares.

3. Eligibility.

      (a) Any person who is an Employee, as defined in Section 2, on the
Offering Date of a given Offering Period shall be eligible to participate in
such Offering Period under the Plan, subject to the requirements of Section
5(a) and the limitations imposed by Section 423(b) of the Code.

      (b) Notwithstanding any provisions of the Plan to the contrary, no
Employee shall be granted an option under the Plan if (i) immediately after the
grant, such Employee (or any other person whose stock ownership would be
attributed to such Employee pursuant to Section 424(d) of the Code) would own
shares and/or hold outstanding options to purchase shares possessing five
percent (5%) or more of the total combined voting power or value of all classes
of shares of the Company or of any subsidiary of the Company, or (ii) the rate
of withholding under such option would permit the employee's rights to purchase
shares under all employee stock purchase plans (described in Section 423 of the
Code) of the Company and its subsidiaries to accrue (i.e., become exercisable)
at a rate which exceeds Twenty-Five Thousand Dollars ($25,000) of fair market
value of such shares (determined at the time such option is granted) for each
calendar year in which such option is outstanding at any time.

      (c) Upon reemployment of a former Employee, such former Employee will
again be eligible to participate in the Plan, subject to the requirements of
Section 5(a) and the limitations imposed by Section 423(b) of the Code.

4. Offering Periods.

      The Plan shall be implemented by consecutive Offering Periods with a new
Offering Period commencing on or about each October 1 or April 1. If the
Company cannot make an offer under the Plan on or about any October 1 or April
1 because of restrictions imposed by law, the Company may make an offer as soon
as practical after the expiration of such restrictions. The Board or the
Committee shall have the power to change the duration of Offering Periods with
respect to future offerings without stockholder approval, if such change is
announced at least fifteen (15) days prior to the scheduled beginning of the
first Offering Period to be affected.

5. Participation.

      (a) An eligible Employee may become a participant in the Plan by
completing a subscription agreement authorizing payroll deductions on the form
provided by the Company and filing it with the Company's payroll office not
less than 15 days prior to the Offering Date of the first Offering Period with
respect to which it is to be effective, unless a later time for filing the
subscription agreement is set for all eligible Employees with respect to such
Offering Period. Once enrolled, the Employee remains enrolled in each
subsequent Offering Period of the Plan at the designated payroll deduction
unless the Employee withdraws by providing the Company with a written Notice of
Withdrawal or files a new subscription agreement prior to the

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applicable Offering Date changing the Employee's designated payroll deduction.
An eligible Employee may participate in only one Offering Period at a time.

      (b) Payroll deductions for a participant shall commence with the first
payroll period following the Offering Date, or the first payroll following the
date of valid filing of the subscription agreement, whichever is later, and
shall end when terminated by the participant as provided in Section 10.

6. Payroll Deductions.

      (a) At the time a participant files his or her subscription agreement, he
or she shall elect to have payroll deductions made on each payday during all
subsequent Offering Periods at a rate not exceeding ten percent (10%), or such
other rate as may be determined from time to time by the Board, of the
Compensation which he or she would otherwise receive on such payday without
regard to deferral elections, provided that the aggregate of such payroll
deductions during any Offering Period shall not exceed ten percent (10%), or
such other percentage as may be determined from time to time by the Board, of
the aggregate Compensation which he or she would otherwise have received during
said Offering Period. Notwithstanding the foregoing, payroll deduction with
respect to the initial Offering Period will not commence until the Board so
determines in its sole discretion on or after the first payday following the
Company's first trading date on the Nasdaq National Market.

      (b) All payroll deductions authorized by a participant shall be credited
to his or her account under the Plan. A participant may not make any additional
payments into such account.

      (c) A participant may discontinue his or her participation in the Plan as
provided in Section 10, or may change the rate of his or her payroll deductions
during an Offering Period by completing and filing with the Company a new
authorization for payroll deduction, provided that the Board may, in its
discretion, impose reasonable and uniform restrictions on participants' ability
to change the rate of payroll deductions. The change in rate shall be effective
no later than fifteen (15) days following the Company's receipt of the new
authorization. A participant may decrease or increase the amount of his or her
payroll deductions as of the beginning of an Offering Period by completing and
filing with the Company, at least fifteen (15) days prior to the beginning of
such Offering Period, a new payroll deduction authorization.

      (d) Notwithstanding the foregoing, to the extent necessary, but only to
such extent, to comply with Section 423(b)(8) of the Code and Section 3(b)
herein, a participant's payroll deductions may be automatically decreased to 0%
at such time during any Exercise Period which is scheduled to end in the
current calendar year that the aggregate of all payroll deductions accumulated
with respect to the applicable Offering Period and any other Offering Period
ending within the same calendar year equals $25,000. Payroll deductions shall
recommence at the rate provided in such participant's subscription agreement at
the beginning of the next succeeding Exercise Period, unless terminated by the
participant as provided in Section 10.

7. Grant of Option.

      (a) On each Offering Date, each participant shall be granted an option to
purchase on each Exercise Date (at the per share option price) a number of full
shares of Common Stock arrived at by dividing such participant's total payroll
deductions to be accumulated prior to such Exercise Date and retained in the
participant's account as of the Exercise Date by the lower of (i) eighty-five
percent (85%) of the fair market value of a share of Common Stock at the
Offering Date, or (ii) eighty-five percent (85%) of the fair market value of a
share of Common Stock at the Exercise Date; provided, however, that the maximum
number of shares a participant may purchase during each Offering Period shall
be determined by (i) dividing $50,000 by the fair market value of a share of
Common Stock on the Offering Date or (ii) if less, by the "Maximum Cap" set for
such Offering Period; and provided further that such purchase shall be subject
to the limitations set forth in Sections 3(b) and 12 hereof. The "Maximum Cap"
for each Offering Period shall be the number of shares purchasable under the
Plan during that Offering Period with the maximum payroll deductions permitted
by

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Section 6(a) hereof, based upon the fair market value of a share of Common
Stock at the beginning of the Offering Period. The fair market value of a share
of Common Stock shall be determined as provided in Section 7(b) herein.

      (b) The option price per share of such shares shall be the lower of: (i)
eighty-five percent (85%) of the fair market value of a share of Common Stock
at the Offering Date; or (ii) eighty-five percent (85%) of the fair market
value of a share of Common Stock at the Exercise Date. The fair market value of
a share of Common Stock on said dates shall be determined by the Board, based
upon such factors as the Board determines relevant; provided, however, that if
there is a public market for the Common Stock, the fair market value of a share
of Common Stock on a given date shall be the reported bid price for the Common
Stock as of such date; or, in the event that the Common Stock is listed on a
national securities exchange, the fair market value of a share of Common Stock
shall be an amount equal to the average of the high and low sales price of a
share of Common Stock on the exchange as of such date.

8. Exercise of Option.

      (a) Unless a participant withdraws from the Offering Period as provided
in Section 10, his or her option for the purchase of shares will be exercised
automatically at each Exercise Date, and the maximum number of full shares
subject to option will be purchased at the applicable option price with the
accumulated payroll deductions in his or her account. The shares purchased upon
exercise of an option hereunder shall be deemed to be transferred to the
participant on the Exercise Date.

      (b) During his or her lifetime, a participant's option to purchase shares
hereunder is exercisable only by the participant.

      (c) The Board may require, as a condition precedent to any purchase under
the Plan, appropriate arrangements with the participant for the withholding of
any applicable Federal, state, local or foreign withholding or other taxes.

9. Delivery.

      As promptly as practicable after the Exercise Date of each Offering
Period, the Company shall arrange for the shares purchased upon exercise of his
or her option to be electronically credited to the participant's designated
brokerage account at one of the securities brokerage firms participating in the
Company's direct deposit program from time to time. Any cash remaining to the
credit of a participant's account under the Plan after a purchase by him or her
of shares at the Exercise Date of each Offering Period which merely represents
a fractional share shall be credited to the participant's account for the next
subsequent Offering Period; any additional cash shall be returned to said
participant.

10. Withdrawal; Termination of Employment.

      (a) A participant may withdraw all, but not less than all, the payroll
deductions credited to his or her account under the Plan at any time prior to
an Exercise Date by giving written notice to the Company on a form provided for
such purpose. If the participant withdraws from the Offering Period, all of the
participant's payroll deductions credited to his or her account will be paid to
the participant as soon as practicable after receipt of the notice of
withdrawal and his or her option for the current Offering Period will be
automatically canceled, and no further payroll deductions for the purchase of
shares will be made during such Offering Period or subsequent Offering Periods,
except pursuant to a new subscription agreement filed in accordance with
Section 6 hereof.

      (b) Upon termination of the participant's Continuous Status as an
Employee prior to an Exercise Date of an Offering Period for any reason,
including retirement or death, the payroll deductions accumulated in his or her
account will be returned to him or her as soon as practicable after such
termination or, in the case of

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death, to the person or persons entitled thereto under Section 14, and his or
her option will be automatically canceled.

      (c) In the event an Employee fails to remain in Continuous Status as an
Employee of the Company for at least twenty (20) hours per week during an
Offering Period in which the employee is a participant, he or she will be
deemed to have elected to withdraw from the Plan, and the payroll deductions
credited to his or her account will be returned to the participant and the
option canceled.

      (d) A participant's withdrawal from an Offering Period will not have any
effect upon his or her eligibility to participate in a succeeding Offering
Period by executing and delivering to the Company a new payroll deduction form
or in any similar plan which may hereafter be adopted by the Company.

11. Automatic Transfer to Low Price Offering Period.

      In the event that the fair market value of the Common Stock is lower on
the first day of an Exercise Period (the "Subsequent Exercise Period") than it
was on the first Offering Date for that Offering Period (the "Initial Offering
Period"), all participants in the Plan on the first day of the Subsequent
Exercise Period shall be deemed to have withdrawn from the Initial Offering
Period on the first day of the Subsequent Exercise Period and to have enrolled
as participants in a new Offering Period which begins on or about that day. A
participant may elect to remain in the Initial Offering Period by filing a
written statement declaring such election with the Company prior to the time of
the automatic change to the new Offering Period.

12. Interest.

      No interest shall accrue on the payroll deductions of a participant in
the Plan.

13. Stock.

      Subject to adjustment upon changes in capitalization of the Company as
provided in Section 19, the maximum number of shares of Common Stock which
shall be reserved for sale under the Plan shall be 4,000,000. If the total
number of shares which would otherwise be subject to options granted pursuant
to Section 7(a) hereof on the Offering Date of an Offering Period exceeds the
number of shares then available under the Plan (after deduction of all shares
for which options have been exercised or are then outstanding), the Company
shall make a pro rata allocation of the shares remaining available for option
grant in as uniform and equitable a manner as is practicable. In such event,
the Company shall give written notice of such reduction of the number of shares
subject to the option to each participant affected thereby and shall return any
excess funds accumulated in each participant's account as soon as practicable
after the affected Exercise Date of such Offering Period. Common Stock to be
sold to participants in the Plan may be, at the election of the Company, either
treasury shares or shares authorized but unissued.

      (a) Participant will have no interest or voting rights in shares covered
by his or her option until such option has been exercised.

      (b) Shares to be delivered to a participant under the Plan will be
credited electronically to a brokerage account in the name of the participant
at one of the brokerage firms participating from time to time in the Company's
direct deposit program.

14. Administration.

      The Plan shall be administered by the Board or the Committee. The Board
or the Committee shall have the authority to (i) make all factual
determinations in the administration or interpretation of the Plan, (ii)
establish administrative regulations to further the purpose of the Plan, and
(iii) take any other action desirable or necessary to interpret, construe or
implement properly the provisions of the Plan. The administration,

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interpretation or application of the Plan by the Board or the Committee shall
be final, conclusive and binding upon all participants. Members of the Board or
the Committee who are eligible Employees are permitted to participate in the
Plan, provided that:

          (a) Members of the Board who participate in the Plan may not vote
    on any matter affecting the administration of the Plan or the grant of
    any option pursuant to the Plan.

          (b) If a Committee is established to administer the Plan, no
    member of the Board who participates in the Plan may be a member of the
    Committee.

15. Designation of Beneficiary.

      (a) A participant may file a written designation of a beneficiary who is
to receive shares and/or cash, if any, from the participant's account under the
Plan in the event of such participant's death at a time when cash or shares are
held for his or her account.

      (b) Such designation of beneficiary may be changed by the participant at
any time by written notice. In the event of the death of a participant in the
absence of a valid designation of a beneficiary who is living at the time of
such participant's death, the Company shall deliver such shares and/or cash to
the executor or administrator of the estate of the participant; or if no such
executor or administrator has been appointed (to the knowledge of the Company),
the Company, in its discretion, may deliver such shares and/or cash to the
spouse or to any one or more dependents or relatives of the participant, or if
no spouse, dependent or relative is known to the Company, then to such other
person as the Company may reasonably designate.

16. Rights Not Transferable.

      Neither payroll deductions credited to a participant's account nor any
rights with regard to the exercise of an option or to receive shares under the
Plan may be assigned, transferred, pledged or otherwise disposed of in any way
(other than by will, the laws of descent and distribution, or as provided in
Section 15 hereof) by the participant. Any such attempt at assignment,
transfer, pledge or other disposition shall be without effect, except that the
Company may treat such act as an election to withdraw funds in accordance with
Section 10.

17. Use of Funds.

      All payroll deductions received or held by the Company under the Plan may
be used by the Company for any corporate purpose, and the Company shall not be
obligated to segregate such payroll deductions.

18. Reports.

      Individual accounts will be maintained for each participant in the Plan.
Statements of account will be given to participating Employees as soon as
practicable following each Exercise Date. Such statements will set forth the
amounts of payroll deductions, the per share purchase price, the number of
shares purchased and the remaining cash balance, if any.

19. Adjustments Upon Changes in Capitalization.

      Subject to any required action by the stockholders of the Company, the
number of shares of Common Stock covered by each option under the Plan which
has not yet been exercised and the number of shares of Common Stock which have
been authorized for issuance under the Plan but have not yet been placed under
option (collectively, the "Reserves"), as well as the price per share of Common
Stock covered by each option under the Plan which has not yet been exercised,
shall be proportionately adjusted for any increase or decrease in the number of
issued shares of Common Stock resulting from a stock split, stock dividend,
combination or reclassification of the Common Stock or any other increase or
decrease in the number of shares of Common Stock effected without receipt of
consideration by the Company; provided, however, that conversion of any

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convertible securities of the Company shall not be deemed to have been
"effected without receipt of consideration." Such adjustment shall be made by
the Board, whose determination in that respect shall be final, binding and
conclusive. Except as expressly provided herein, no issue by the Company of
shares of stock of any class, or securities convertible into shares of stock of
any class, shall affect, and no adjustment by reason thereof shall be made with
respect to, the number or price of shares of Common Stock subject to option.

      In the event of the proposed dissolution or liquidation of the Company,
the Offering Period will terminate immediately prior to the consummation of
such proposed action, unless otherwise provided by the Board. In the event of a
proposed sale of all or substantially all of the assets of the Company, or the
merger of the Company with or into another corporation, each option under the
Plan shall be assumed or an equivalent option shall be substituted by such
successor corporation or a parent or subsidiary of such successor corporation,
unless the Board determines, in the exercise of its sole discretion and in lieu
of such assumption or substitution, that the participant shall have the right
to exercise the option as to all of the optioned stock, including shares as to
which the option would not otherwise be exercisable. If the Board makes an
option fully exercisable in lieu of assumption or substitution in the event of
a merger or sale of assets, the Board shall notify the participant that the
option shall be fully exercisable, and the option will terminate upon the
expiration of such period.

      The Board may, if it so determines in the exercise of its sole
discretion, also make provision for adjusting the Reserves, as well as the
price per share of Common Stock covered by each outstanding option, in the
event that the Company effects one or more reorganizations, recapitalizations,
rights offerings or other increases or reductions of shares of its outstanding
Common Stock, and in the event of the Company being consolidated with or merged
into any other corporation.

20. Amendment or Termination.

      The Board may at any time and for any reason terminate or amend the Plan.
Except as provided in Section 19, no such termination will affect options
previously granted. Except as provided in Section 19, no amendment may make any
change in any option theretofore granted which adversely affects the rights of
any participant. In addition, to the extent necessary, but only to such extent,
to comply with Rule 16b-3 under the Securities Exchange Act of 1934, as
amended, or with Section 423 of the Code (or any successor rule or provision or
any other applicable law or regulation), the Company shall obtain stockholder
approval of an amendment in such a manner and to such a degree as so required.

21. Notices.

      All notices or other communications by a participant to the Company in
connection with the Plan shall be deemed to have been duly given when received
in the form specified by the Company at the location, or by the person,
designated by the Company for the receipt thereof. Notices given by means of
the Company's e.mail system will be deemed to be written notices under the
Plan.

22. Stockholder Approval.

      The Plan was adopted by the Board on May 4, 2000 and approved by the
shareholders of the Company on     , 2000 in accordance with the requirements
of Section 423(b)(2) of the Code.

23. Conditions Upon Issuance of Shares.

      Shares shall not be issued with respect to an option unless the exercise
of such option and the issuance and delivery of such shares pursuant thereto
shall comply with all applicable provisions of law, domestic or foreign,
including, without limitation, the Securities Act of 1933, as amended, the
Securities Exchange Act of 1934, as amended, the rules and regulations
promulgated thereunder, and the requirements of any stock

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exchange upon which the shares may then be listed, and shall be further subject
to the approval of counsel for the Company with respect to such compliance.

      As a condition to the exercise of an option, if required by applicable
securities laws, the Company may require the participant for whose account the
option is being exercised to represent and warrant at the time of such exercise
that the shares are being purchased only for investment and without any present
intention to sell or distribute such shares if, in the opinion of counsel for
the Company, such a representation is required by any of the aforementioned
applicable provisions of law.

24. No Right to Employment.

      Nothing shall confer upon any employee of the Company any right to
continued employment with the Company any right to continued employment with
the Company or interfere in any way with the right of the Company to terminate
the employment of any of its employees at any time, with or without cause.

25. Term of Plan.

      The Plan shall remain in effect until May 4, 2010, unless terminated
earlier in accordance with Section 20.

26. Governing Law.

      All rights and obligations under the Plan shall be construed and
interpreted in accordance with the laws of the State of Delaware, without
giving effect to principles of conflicts of laws.

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