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                                                                 Exhibit 10.5(b)


                         VIASOURCE COMMUNICATIONS, INC.
                             2000 STOCK OPTION PLAN


         1.       ESTABLISHMENT, EFFECTIVE DATE AND TERM

         VIASOURCE COMMUNICATIONS, INC., a New Jersey corporation ("Viasource")
hereby establishes the "Viasource Communications, Inc. 2000 Stock Option Plan"
(the "Plan"). The effective date of the Plan shall be May 23, 2000 (the
"Effective Date"), which is the date that the Plan was approved and adopted by
the Board of Directors of Viasource (the "Board"). Unless earlier terminated
pursuant to Section 17 hereof, the Plan shall terminate on May 23, 2010.

         2.       PURPOSE

         The purpose of the Plan is to advance the interests of Viasource by
providing Eligible Individuals (as defined in Section 6 below) with an
opportunity to acquire or increase a proprietary interest in Viasource, which
thereby will create a stronger incentive to expend maximum effort for the growth
and success of Viasource and Viasource's subsidiaries, and will encourage such
individuals to remain in the employ of Viasource or one or more of its
subsidiaries.

         3.       TYPE OF OPTIONS

         Each stock option granted under the Plan (an "Option") may be
designated by the Board, in its sole discretion, either as (i) an "incentive
stock option" ("Incentive Stock Options") within the meaning of Section 422 of
the Internal Revenue Code of 1986, as amended from time to time (the "Code"), or
(ii) as a non-qualified stock option which is not intended to meet the
requirements of Section 422 of the Code; PROVIDED that Incentive Stock Options
may only be granted to employees of Viasource, any "subsidiary corporation" as
defined in Section 424 of the Code (a "Subsidiary") or any "parent corporation"
as defined in Section 424 of the Code (a "Parent") (Viasource, Parent and
Subsidiary are collectively referred to as the "Company"). In the absence of any
designation, Options granted under the Plan will be deemed to be non-qualified
stock options. The Plan shall be administered and interpreted so that all
Incentive Stock Options granted under the Plan will qualify as incentive stock
options under Section 422 of the Code. Options designated as Incentive Stock
Options that fail to continue to meet the requirements of Section 422 of the
Code shall be redesignated as non-qualified stock options automatically on the
date of such failure to continue to meet such requirements without further
action by the Board.

         4.       ADMINISTRATION

                  (a)      BOARD. The Plan shall be administered by the Board,
                           which shall have the full power and authority to take
                           all actions, and to make all determinations required
                           or provided for under the Plan or any Option granted
                           or Option

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                           Agreement (as defined in Section 9 below) entered
                           into under the Plan and all such other actions and
                           determinations not inconsistent with the specific
                           terms and provisions of the Plan deemed by the Board
                           to be necessary or appropriate to the administration
                           of the Plan or any Option granted or Option Agreement
                           entered into hereunder. The Board may correct any
                           defect or supply any omission or reconcile any
                           inconsistency in the Plan or in any Option Agreement
                           in the manner and to the extent it shall deem
                           expedient to carry the Plan into effect and shall be
                           the sole and final judge of such expediency. All such
                           actions and determinations shall be by the
                           affirmative vote of a majority of the members of the
                           Board present at a meeting at which any issue
                           relating to the Plan is properly raised for
                           consideration or without a meeting by written consent
                           of the Board executed in accordance with Viasource's
                           Articles of Incorporation and By-Laws and applicable
                           law. The interpretation and construction by the Board
                           of any provision of the Plan or of any Option granted
                           or Option Agreement entered into hereunder shall be
                           final and conclusive.

                  (b)      COMMITTEES. The Board may, in its discretion, from
                           time to time appoint one or more committees (the
                           "Committees"). Where appropriate, any reference to
                           the Board in this Plan or an Option Agreement shall
                           also mean such Committees as appointed by the Board.
                           In the event that Viasource is a "publicly held
                           corporation" as defined in Section 162(m)(2) of the
                           Code (a "Public Company"), the Board shall appoint a
                           committee consisting of not less than three members
                           of the Board, none of whom shall be an officer or
                           other salaried employee of the Company, and each of
                           whom shall qualify in all respects as a "non-employee
                           director" and an "outside director" as defined in
                           Rule 16b-3 promulgated under the Securities Exchange
                           Act of 1934, as amended (the "Exchange Act"), and an
                           "outside director" for purposes of Section 162(m) of
                           the Code (the "Outside Director Committee"). The
                           Board, in its sole discretion, may provide that the
                           role of the Committees shall be limited to making
                           recommendations to the Board concerning any
                           determinations to be made and actions to be taken by
                           the Board pursuant to or with respect to the Plan, or
                           the Board may delegate to the Committees such powers
                           and authorities related to the administration of the
                           Plan, as set forth in Section 4(a) above, as the
                           Board shall determine, consistent with the Articles
                           of Incorporation and By-Laws of Viasource and
                           applicable law. The Board may remove members, add
                           members, and fill vacancies on the Committees from
                           time to time, all in accordance with Viasource's
                           Articles of Incorporation and By-Laws, and with
                           applicable law. The majority vote of a Committee, or
                           acts reduced to or approved in writing by a majority
                           of the members of a Committee, shall be the valid
                           acts of the Committee.


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                  (c)      NO LIABILITY. No member of the Board or of the
                           Committees shall be liable for any action or
                           determination made in good faith with respect to the
                           Plan or any Option granted or Option Agreement
                           entered into hereunder.

                  (d)      DELEGATION TO THE COMMITTEES. In the event that the
                           Plan or any Option granted or Option Agreement
                           entered into hereunder provides for any action to be
                           taken by or determination to be made by the Board,
                           such action may be taken by or such determination may
                           be made by a Committee if the power and authority to
                           do so has been delegated to such Committee by the
                           Board as provided for in Section 4(b) above. Unless
                           otherwise expressly determined by the Board, any such
                           action or determination by a Committee shall be final
                           and conclusive.

         5.       COMMON STOCK


        The capital stock of Viasource that may be issued pursuant to Options
granted under the Plan shall be shares of common stock, with no par value, of
Viasource (the "Common Stock"), which shares may be treasury shares or
authorized but unissued shares. The total number of shares of Common Stock that
may be issued pursuant to Options granted under the Plan shall be 3,800,000
shares, subject to adjustment as provided in Section 19 below. If any Option
expires, terminates, or is terminated or canceled for any reason prior to
exercise in full, the shares of Common Stock that were subject to the
unexercised portion of such Option shall be available for future Options granted
under the Plan.

         6.       ELIGIBILITY

         Options may be granted under the Plan to (i) any employee, officer, or
director (employee and non-employee directors) of the Company, and (ii) any
independent contractor or consultant performing services for the Company as
determined by the Board from time to time on the basis of their importance to
the business of Viasource (collectively, "Eligible Individuals"), provided that
Incentive Stock Options may only be granted to employees of the Company. An
individual may hold more than one Option, subject to such restrictions as are
provided herein.

         7.       GRANT OF OPTIONS

         Subject to the terms and conditions of the Plan, the Board may, at any
time and from time to time, prior to the date of termination of the Plan, grant
to such Eligible Individuals as the Board may determine ("Optionees"), Options
to purchase such number of shares of Common Stock on such terms and conditions
as the Board may determine. The date on which the Board approves the grant of an
Option (or such later date as is specified by the Board) shall be considered the
date on which such Option is granted. In the event Viasource is a Public
Company, any Option granted to a "covered employee" as defined in Section
162(m)(3) of the Code ("Covered Employee") shall be made by the Outside Director
Committee. In the event Viasource is a Public Company, the




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maximum number of shares of Common Stock subject to Options that may be granted
during any calendar year under the Plan to any Covered Employee shall be one
million (1,000,000).

         8.       LIMITATION ON INCENTIVE STOCK OPTIONS

                  (a)      TEN PERCENT STOCKHOLDER. Notwithstanding any other
                           provision of this Plan to the contrary, no individual
                           may receive an Incentive Stock Option under the Plan
                           if such individual, at the time the award is granted,
                           owns (after application of the rules contained in
                           Section 424(d) of the Code) stock possessing more
                           than ten percent (10%) of the total combined voting
                           power of all classes of stock of the Company, unless
                           (i) the purchase price for each share of Common Stock
                           subject to such Incentive Stock Option is at least
                           110 percent (110%) of the fair market value of a
                           share of Common Stock on the date of grant (as
                           determined in good faith by the Board) and (ii) such
                           Incentive Stock Option is not exercisable after the
                           date which is five (5) years from the date of grant.

                  (b)      LIMITATION ON GRANTS. The aggregate fair market value
                           (determined with respect to each Incentive Stock
                           Option at the time such Incentive Stock Option is
                           granted) of the shares of Common Stock with respect
                           to which Incentive Stock Options are exercisable for
                           the first time by an individual during any calendar
                           year (under this Plan or any other plan of the
                           Company) shall not exceed $100,000. If an Incentive
                           Stock Option is granted pursuant to which the
                           aggregate fair market value of shares with respect to
                           which it first becomes exercisable in any calendar
                           year by an individual exceeds such $100,000
                           limitation, the portion of such Option which is in
                           excess of the $100,000 limitation, and any Options
                           issued subsequently in the same calendar year, shall
                           be treated as a non-qualified stock option pursuant
                           to Section 422(d)(1) of the Code. In the event that
                           an individual is eligible to participate in any other
                           stock option plan of the Company which is also
                           intended to comply with the provisions of Section 422
                           of the Code, such $100,000 limitation shall apply to
                           the aggregate number of shares for which Incentive
                           Stock Options may be granted under this Plan and all
                           such other plans.

         9.       OPTION AGREEMENTS
         All Options granted pursuant to the Plan shall be evidenced by written
agreements ("Option Agreements"), to be executed by Viasource and by the
Optionee, in such form or forms as the Board shall from time to time determine.
Option Agreements covering Options granted from time to time or at the same time
need not contain similar provisions; PROVIDED, HOWEVER, that all such Option




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Agreements shall comply with all terms of the Plan.

         10.      OPTION PRICE

         The purchase price of each share of Common Stock subject to an Option
(the "Option Price") shall be fixed by the Board and stated in each Option
Agreement, and subject to the provisions of Section 8(a) above, shall be not
less than 100 percent (100%) of the fair market value of a share of Common Stock
on the date the Option is granted. If the Common Stock is then listed on any
national securities exchange, the fair market value shall be the closing price
of a share of Common Stock on such exchange on the last trading day immediately
prior to the date of grant; PROVIDED, HOWEVER, that when granting Incentive
Stock Options, the Board shall determine fair market value in accordance with
the provisions of Section 422 of the Code. If the Common Stock is not listed on
any such exchange, the fair market value shall be determined in good faith by
the Board.

         11.      TERM AND VESTING OF OPTIONS

                  (a)      OPTION PERIOD. Subject to the provisions of Sections
                           8(a) and Section 14 hereof, each Option granted under
                           the Plan shall terminate and all rights to purchase
                           shares thereunder shall cease upon the expiration of
                           ten (10) years from the date such Option is granted,
                           or on such date prior thereto as may be fixed by the
                           Board and stated in the Option Agreement relating to
                           such Option. Notwithstanding the foregoing, the Board
                           may in its discretion, at any time prior to the
                           expiration or termination of any Option, extend the
                           term of any such Option for such additional period as
                           the Board in its discretion may determine; PROVIDED,
                           HOWEVER, that in no event shall the aggregate option
                           period with respect to any Option, including the
                           initial term of such Option and any extensions
                           thereof, exceed (10) years.

                  (b)      VESTING. Each Option Agreement will specify the
                           vesting schedule applicable to Options.
                           Notwithstanding the foregoing, the Board may in its
                           discretion provide that any vesting requirement or
                           other such limitation on the exercise of an Option
                           may be rescinded, modified or waived by the Board, in
                           its sole discretion, at any time and from time to
                           time after the date of grant of such Option, so as to
                           accelerate the time at which the Option may be
                           exercised.

         12.      MANNER OF EXERCISE AND PAYMENT

                  (a)      EXERCISE. An Option that is exercisable hereunder may
                           be exercised by delivery to Viasource on any business
                           day, at its principal office, addressed to the
                           attention of the Stock Option Administrator, of
                           written notice of exercise, which notice shall
                           specify the number of shares with respect to which
                           the Option is being exercised, and shall be
                           accompanied by payment in




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                           full of the Option Price of the shares for which the
                           Option is being exercised, by one or more of the
                           methods provided below. The minimum number of shares
                           of Common Stock with respect to which an Option may
                           be exercised, in whole or in part, at any time shall
                           be the lesser of one hundred (100) shares or the
                           maximum number of shares available for purchase under
                           the Option at the time of exercise.

                  (b)      PAYMENT. Payment of the Option Price for the shares
                           of Common Stock purchased pursuant to the exercise of
                           an Option shall be made (i) in cash or in cash
                           equivalents; (ii) to the extent permitted by
                           applicable law and agreed to by the Board in its sole
                           and absolute discretion, through the tender to
                           Viasource of shares of Common Stock, which shares
                           shall be valued, for purposes of determining the
                           extent to which the Option Price has been paid
                           thereby, at their fair market value (determined in
                           the manner described in Section 10 above) on the date
                           of exercise; (iii) to the extent permitted by
                           applicable law and agreed to by the Board in its sole
                           and absolute discretion, by delivering a written
                           direction to Viasource that the Option be exercised
                           pursuant to a "cashless" exercise/sale procedure
                           (pursuant to which funds to pay for exercise of the
                           Option are delivered to Viasource by a broker upon
                           receipt of stock certificates from Viasource) or a
                           "cashless" exercise/loan procedure (pursuant to which
                           the Optionees would obtain a margin loan from a
                           broker to fund the exercise) through a licensed
                           broker acceptable to Viasource whereby the stock
                           certificate or certificates for the shares of Common
                           Stock for which the Option is exercised will be
                           delivered to such broker as the agent for the
                           individual exercising the Option and the broker will
                           deliver to Viasource cash (or cash equivalents
                           acceptable to Viasource) equal to the Option Price
                           for the shares of Common Stock purchased pursuant to
                           the exercise of the Option plus the amount (if any)
                           of federal and other taxes that Viasource may, in its
                           judgment, be required to withhold with respect to the
                           exercise of the Option; (iv) to the extent permitted
                           by applicable law and agreed to by the Board in its
                           sole and absolute discretion, by the delivery of a
                           promissory note of the Optionee to Viasource on such
                           terms as the Board shall specify in its sole and
                           absolute discretion; or (v) by a combination of the
                           methods described in clauses (i), (ii), (iii) and
                           (iv). Payment in full of the Option Price need not
                           accompany the written notice of exercise if the
                           Option is exercised pursuant to the "cashless"
                           exercise/sale procedure described above. An attempt
                           to exercise any Option granted hereunder other than
                           as set forth above shall be invalid and of no force
                           and effect.

                  (c)      ISSUANCE OF CERTIFICATES. Promptly after the exercise
                           of an Option, the




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                           individual exercising the Option shall be entitled to
                           the issuance of a certificate or certificates
                           evidencing his ownership of such shares of Common
                           Stock. An individual holding or exercising an Option
                           shall have none of the rights of a stockholder until
                           the shares of Common Stock covered thereby are fully
                           paid and issued to him and, except as provided in
                           Section 19 below, no adjustment shall be made for
                           dividends or other rights for which the record date
                           is prior to the date of such issuance.



         13.      TRANSFERABILITY OF OPTIONS

                  (a)      INCENTIVE STOCK OPTIONS. No Incentive Stock Option
                           shall be assignable or transferable by the Optionee
                           to whom it is granted, other than by will or the laws
                           of descent and distribution.

                  (b)      NON-QUALIFIED STOCK OPTIONS. Unless otherwise
                           permitted by the Board in its sole and absolute
                           discretion, no non-qualified stock option shall be
                           assignable or transferable by the Optionee to whom it
                           is granted, other than by will or the laws of descent
                           and distribution.

         14.      TERMINATION OF EMPLOYMENT, DEATH, OR DISABILITY

                  (a)      GENERAL. Unless otherwise provided in an Option
                           Agreement, upon the termination of the employment or
                           other service of an Optionee with Company, other than
                           by reason of Cause (as defined below), death or
                           "permanent and total disability" (within the meaning
                           of Section 22(e)(3) of the Code) of such Optionee,
                           any Option granted to such Optionee which has vested
                           as of the date upon which the termination occurs
                           shall be exercisable for a period not to exceed
                           ninety (90) days after such termination. Upon such
                           termination the Optionee's unvested Options shall
                           expire and the Optionee shall have no further right
                           to purchase shares of Common Stock pursuant to such
                           unvested Option. Notwithstanding the provisions of
                           this Section 14, the Board may provide, in its
                           discretion, that following the termination of
                           employment or service of an Optionee with Company
                           (for any reason), an Optionee may exercise an Option,
                           in whole or in part, at any time subsequent to such
                           termination of employment or service and prior to
                           termination of the Option pursuant to Section 11(a)
                           above, either subject to or without regard to any
                           vesting or other limitation on exercise imposed
                           pursuant to Section 11(b) above. Unless otherwise
                           determined by the Board, temporary absence from
                           employment or service because of illness, vacation,
                           approved leaves of absence, military service and
                           transfer of employment shall not constitute a
                           termination of employment or service with the
                           Company.


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                  (b)      CAUSE. Upon termination of the employment or other
                           service of an Optionee with the Company for Cause,
                           any Option granted to the Optionee shall expire
                           immediately and the Optionee shall have no further
                           right to purchase shares of Common Stock pursuant to
                           such Options. For purposes of the Plan, "Cause" means
                           (i) failure or refusal of the Optionee to perform the
                           duties and responsibilities that the Company requires
                           to be performed by him, (ii) gross negligence or
                           willful misconduct by the Optionee in the performance
                           of his duties, (iii) commission by the Optionee of an
                           act of dishonesty affecting the Company, or the
                           commission of an act constituting common law fraud or
                           a felony, or (iv) the Optionee's commission of an act
                           (other than the good faith exercise of his business
                           judgment in the exercise of his responsibilities)
                           resulting in material damages to the Company.
                           Notwithstanding the above, if an Optionee and the
                           Company have entered into an employment or consulting
                           agreement which defines the term "Cause" for purposes
                           of such employment or consulting agreement, "Cause"
                           shall be defined pursuant to the definition in such
                           employment agreement with respect to such Optionee's
                           Options. The Board shall determine whether Cause
                           exists for purposes of this Plan.

                  (c)      DEATH. If an Optionee dies while in the employ or
                           service of the Company all options held by such
                           Optionee shall vest upon the date of the Optionee's
                           death. The Optionee's estate or the devisee named in
                           the Optionee's valid last will and testament or the
                           Optionee's heir at law who inherits the Option has
                           the right, at any time within a period not to exceed
                           one (1) year after the date of such Optionee's death
                           and prior to termination of the Option pursuant to
                           Section 11(a) above, to exercise, in whole or in
                           part, any portion of the Option held by such Optionee
                           at the date of such Optionee's death.

                  (d)      DISABILITY. If an Optionee terminates employment or
                           service with the Company by reason of the "permanent
                           and total disability" (within the meaning of Section
                           22(e)(3) of the Code) of such Optionee, all Options
                           held by such Optionee shall vest upon such
                           termination. The Optionee has the right at any time
                           within a period not to exceed one (1) year after a
                           termination of employment or service by reason of
                           "permanent and total disability" and prior to
                           termination of the Option pursuant to Section 11(a)
                           above, to exercise, in whole or in part, any portion
                           of the Option held by such Optionee at the date of
                           termination. Whether a termination of employment or
                           service is to be considered by reason of "permanent
                           and total disability" for purposes of this Plan shall
                           be determined by the Board, which determination shall
                           be final and conclusive.



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         15.      USE OF PROCEEDS

         The proceeds received by Viasource from the sale of Common Stock
pursuant to Options granted under the Plan shall constitute general funds of
Viasource.

         16.      REQUIREMENTS OF LAW

                  (a)      VIOLATIONS OF LAW. The Company shall not be required
                           to sell or issue any shares of Common Stock under any
                           Option if the sale or issuance of such shares would
                           constitute a violation by the individual exercising
                           the Option or the Company of any provisions of any
                           law or regulation of any governmental authority,
                           including without limitation any federal or state
                           securities laws or regulations. Any determination in
                           this connection by the Board shall be final, binding,
                           and conclusive. The Company shall not be obligated to
                           take any affirmative action in order to cause the
                           exercise of an Option or the issuance of shares
                           pursuant thereto to comply with any law or regulation
                           of any governmental authority.

                  (b)      REGISTRATION. At the time of any exercise of any
                           Option, the Company may, if it shall determine it
                           necessary or desirable for any reason, require the
                           Optionee (or his or her heirs, legatees or legal
                           representative, as the case may be), as a condition
                           to the exercise thereof, to deliver to the Company a
                           written representation of present intention to
                           purchase the shares for their own account as an
                           investment and not with a view to, or for sale in
                           connection with, the distribution of such shares,
                           except in compliance with applicable federal and
                           state securities laws with respect thereto. In the
                           event such representation is required to be
                           delivered, an appropriate legend may be placed upon
                           each certificate delivered to the Optionee (or his or
                           her heirs, legatees or legal representative, as the
                           case may be) upon his or her exercise of part or all
                           of the Option and a stop transfer order may be placed
                           with the transfer agent. Each Option shall also be
                           subject to the requirement that, if at any time the
                           Company determines, in its discretion, that the
                           listing, registration or qualification of the shares
                           subject to the Option upon any securities exchange or
                           under any state or federal law, or the consent or
                           approval of any governmental regulatory body is
                           necessary or desirable as a condition of or in
                           connection with, the issuance or purchase of the
                           shares thereunder, the Option may not be exercised in
                           whole or in part unless such listing, registration,
                           qualification, consent or approval shall have been
                           effected or obtained free of any conditions not
                           acceptable to Company in its sole discretion. The
                           Company shall not be obligated to take any
                           affirmative action in order to cause the
                           exercisability or vesting of an Option or to cause
                           the exercise of an Option or the issuance of shares
                           pursuant thereto to comply with any law or regulation
                           of any governmental authority.



<PAGE>   10

                  (c)      WITHHOLDING. The Board may make such provisions and
                           take such steps as it may deem necessary or
                           appropriate for the withholding of any taxes that the
                           Company is required by any law or regulation of any
                           governmental authority, whether federal, state or
                           local, domestic or foreign, to withhold in connection
                           with the exercise of any Option, including, but not
                           limited to: (i) the withholding of delivery of shares
                           of Common Stock upon exercise of Options until the
                           holder reimburses the Company for the amount the
                           Company is required to withhold with respect to such
                           taxes, (ii) the canceling of any number of shares of
                           Common Stock issuable upon exercise of such Options
                           in an amount sufficient to reimburse the Company for
                           the amount it is required to so withhold, (iii)
                           withholding the amount due from any such person's
                           wages or compensation due to such person, or (iv)
                           requiring the Optionee to pay the Company cash in the
                           amount the Company is required to withhold with
                           respect to such taxes.

                  (d)      GOVERNING LAW. This Plan shall be governed by, and
                           construed and enforced in accordance with, the laws
                           of the State of Florida.

         17.      AMENDMENT AND TERMINATION OF THE PLAN
         The Board may, at any time and from time to time, amend, suspend or
terminate the Plan as to any shares of Common Stock as to which Options have not
been granted; PROVIDED, HOWEVER, that the approval by a majority of the votes
present and entitled to vote at a duly held meeting of the stockholders of
Viasource at which a quorum representing a majority of all outstanding voting
stock is, either in person or by proxy, present and voting on the amendment, or
by written consent in accordance with applicable state law and the Articles of
Incorporation and By-Laws of Viasource shall be required for any amendment (i)
that changes the requirements as to Eligible Individuals to receive Options
under the Plan, (ii) that increases the maximum number of shares of Common Stock
in the aggregate that may be sold pursuant to Options that are granted under the
Plan (except as permitted under Section 19 hereof), or (iii) if approval of such
amendment is necessary to comply with federal or state law (including without
limitation Section 162(m) of the Code and Rule 16b-3 under the Exchange Act) or
with the rules of any stock exchange or automated quotation system on which the
Common Stock may be listed or traded. Except as permitted under Section 19
hereof, no amendment, suspension or termination of the Plan shall, without the
consent of the holder of the Option, alter or impair rights or obligations under
any Option theretofore granted under the Plan.

         18.      EFFECT OF INITIAL PUBLIC OFFERING



         If Viasource should become a Public Company, no Options shall be
granted to a Covered Employee after the first meeting of shareholders at which
directors are elected that occurs after the close of the third calendar year
following the calendar year in which an "Initial Public Offering" (as defined
below) occurs, or if Viasource becomes a Public Company without an Initial
Public





<PAGE>   11

Offering, the first calendar year in which Viasource becomes publicly
held, unless Viasource satisfies the shareholder approval requirement as set
forth in Regulation Section 1.162-27(e)(4)(i) of the Code prior to such
amendment of the Plan. An "Initial Public Offering" shall be deemed to have
occurred if there is a closing of an underwritten public offering by Viasource
pursuant to a registration statement filed and declared effective under the
Securities Act of 1933, as amended, covering the offer and sale of Viasource's
Common Stock for the account of Viasource for cash.

         19.      RECAPITALIZATION, REORGANIZATIONS, CHANGE IN CONTROL AND OTHER
                  CORPORATE EVENTS

                  (a)      RECAPITALIZATION. If the outstanding shares of Common
                           Stock are increased or decreased or changed into or
                           exchanged for a different number or kind of shares or
                           other securities of Viasource by reason of any
                           recapitalization, reclassification, reorganization
                           (other than as described in Section 19(b) below),
                           stock split, reverse split, combination of shares,
                           exchange of shares, stock dividend or other
                           distribution payable in capital stock of Viasource,
                           or other increase or decrease in such shares effected
                           without receipt of consideration by Viasource,
                           occurring after the Effective Date, an appropriate
                           and proportionate adjustment shall be made by the
                           Board (i) in the aggregate number and kind of shares
                           of Common Stock available under the Plan, (ii) in the
                           number and kind of shares of Common Stock issuable
                           upon exercise of outstanding Options granted under
                           the Plan, and (iii) in the Option Price per share of
                           outstanding Options granted under the Plan.

                  (b)      REORGANIZATION. Unless otherwise provided in an
                           Option Agreement, in the event of a Reorganization
                           (as defined below) of Viasource, the Board may in its
                           sole and absolute discretion, provide on a case by
                           case basis that some or all outstanding Options may
                           become immediately exercisable, without regard to any
                           limitation on exercise imposed pursuant to Section
                           11(b). In the event of a Reorganization of Viasource,
                           the Board may, in its sole and absolute discretion,
                           provide on a case by case basis that Options shall
                           terminate upon a Reorganization, provided however,
                           that Optionee shall have the right, immediately prior
                           to the occurrence of such Reorganization and during
                           such reasonable period as the Board in its sole
                           discretion shall determine and designate, to exercise
                           any vested Option in whole or in part. In the event
                           that the Board does not terminate an Option upon a
                           Reorganization of Viasource, then each outstanding
                           Option shall upon exercise thereafter entitle the
                           holder thereof to such number of shares of Common
                           Stock or other securities or property to which a
                           holder of shares of Common Stock would have been
                           entitled to upon such Reorganization. For purposes of
                           this Plan a "Reorganization" of an entity shall be
                           deemed to occur if such entity is a party to a
                           merger, consolidation, reorganization, or other
                           business


<PAGE>   12


                           combination with one or more entities in which said
                           entity is not the surviving entity, if such entity
                           disposes of substantially all of its assets, or if
                           such entity is a party to a spin-off, split-off,
                           split-up or similar transaction; provided, however,
                           that the transaction shall not be a Reorganization if
                           Viasource, any Parent or any Subsidiary is the
                           surviving entity.

                  (c)      CHANGE IN CONTROL. Unless otherwise provided in an
                           Option Agreement, in the event of a Change in Control
                           (as defined below) of Viasource, the Board may, in
                           its sole and absolute discretion, provide on a case
                           by case basis that some or all outstanding Options
                           may become immediately exercisable, without regard to
                           any limitation on exercise imposed pursuant to
                           Section 11(b). In the event of a Change in Control of
                           Viasource, the Board may, in its sole and absolute
                           discretion, provide on a case by case basis that
                           Options shall terminate, provided however, that
                           Optionee shall have the right for a reasonable period
                           as the Board in its sole discretion shall determine
                           and designate, to exercise any vested Option in whole
                           or in part. For purposes of the Plan, a "Change in
                           Control" shall be deemed to occur if any person shall
                           acquire direct or indirect beneficial ownership
                           (whether as a result of stock ownership, revocable or
                           irrevocable proxies or otherwise) of securities of an
                           entity, pursuant to one or more transactions, such
                           that after consummation and as a result of such
                           transaction, such person has direct or indirect
                           beneficial ownership of 50% or more of the total
                           combined voting power with respect to the election of
                           directors of the issued and outstanding securities of
                           Viasource. For purposes of the Plan, a "person" shall
                           mean any person, corporation, partnership, joint
                           venture or other entity or any group (as such term is
                           defined for purposes of Section 13(d) of the Exchange
                           Act), other than a Parent or Subsidiary, and
                           "beneficial ownership" shall be determined in
                           accordance with Rule 13d-3 under the Exchange Act.

                  (d)      CHANGE IN STATUS OF PARENT OR SUBSIDIARY. Unless
                           otherwise provided in an Option Agreement, in the
                           event of a Change in Control or Reorganization of a
                           Parent or Subsidiary, or in the event that a Parent
                           or Subsidiary ceases to be a Parent or Subsidiary as
                           defined in Section 424 of the Code, the Board may, in
                           its sole and absolute discretion, (i) provide on a
                           case by case basis that some or all outstanding
                           Options held by an optionee employed by or performing
                           service for such Parent or Subsidiary may become
                           immediately exercisable, without regard to any
                           limitation on exercise imposed pursuant to Section
                           11(b) and/or (ii) treat the employment or other
                           services of an Optionee employed by such Parent or
                           Subsidiary as terminated (and such Optionee shall
                           have the right to exercise his or her Options in
                           accordance with Section 14(a) of the Plan) if such
                           Optionee is not employed by




<PAGE>   13


                           Viasource or any Parent or Subsidiary immediately
                           after such event.



                  (e)      DISSOLUTION OR LIQUIDATION. Upon the dissolution or
                           liquidation of Viasource, the Plan and all Options
                           outstanding hereunder shall terminate. In the event
                           of any termination of the Plan under this Section
                           19(e), each individual holding an Option shall have
                           the right, immediately prior to the occurrence of
                           such termination and during such reasonable period as
                           the Board in its sole discretion shall determine and
                           designate, to exercise such Option in whole or in
                           part, whether or not such Option was otherwise
                           exercisable at the time such termination occurs and
                           without regard to any vesting or other limitation on
                           exercise imposed pursuant to Section 11(b) above.

                  (f)      ADJUSTMENTS. Adjustments under this Section 19
                           related to stock or securities of Viasource shall be
                           made by the Board, whose determination in that
                           respect shall be final, binding, and conclusive. No
                           fractional shares of Common Stock or units of other
                           securities shall be issued pursuant to any such
                           adjustment, and any fractions resulting from any such
                           adjustment shall be eliminated in each case by
                           rounding downward to the nearest whole share or unit.

                  (g)      NO LIMITATIONS. The grant of an Option pursuant to
                           the Plan shall not affect or limit in any way the
                           right or power of Viasource to make adjustments,
                           reclassifications, reorganizations or changes of its
                           capital or business structure or to merge,
                           consolidate, dissolve or liquidate, or to sell or
                           transfer all or any part of its business or assets.

         20.      VIASOURCE'S RIGHT TO PURCHASE OPTION STOCK

         Viasource shall have the right to repurchase any Common Stock purchased
by an Optionee ("Option Stock") following such Optionee's termination of service
or affiliation with the Company for any reason. The price for repurchasing the
Option Stock shall be equal to the fair market value of the Option Stock
(determined in the manner described in Section 10 above) on the date of such
termination of service or affiliation. Should Viasource fail to exercise such
repurchase right within ninety (90) days following the date of such Optionee's
termination of service or affiliation, Viasource shall be deemed to have waived
such right. If an Initial Public Offering occurs, the provisions of this Section
20 shall cease to be effective.

         21.      RIGHT OF FIRST REFUSAL REGARDING OPTION STOCK

         An Optionee who desires to dispose of any Option Stock shall first
offer the Option Stock to Viasource. The Optionee shall provide notice to
Viasource indicating the Optionee's desire to dispose of Option Stock. Viasource
shall have the irrevocable and exclusive first option, but not the obligation,
to purchase all or a portion of the Option Stock, provided Viasource provides
notice of




<PAGE>   14

its election to purchase the Option Stock within sixty days after
Viasource receives the Optionee's notice. The purchase price to be paid by
Viasource for the Option Stock being offered by the Optionee shall be equal to
the fair market value of the Option Stock (determined in the manner described in
Section 10 above) on the date that such notice is provided to Viasource. If an
Initial Public Offering occurs, the provisions of this Section 21 shall cease to
be effective.

         22.      FORFEITURE OF GAIN IF TERMINATED FOR CAUSE OR FOR BREACH OF
                  NON-COMPETE AGREEMENT

         An Option Agreement may provide that if an Optionee's employment or
service is terminated for Cause, or if an Optionee violates the terms of any
non-compete provisions of any agreement entered into by the Optionee and the
Company, then the Optionee shall pay to Viasource any "gains" (as defined in
such Option Agreement) related to such Option.

         23.      DISCLAIMER OF RIGHTS

         No provision in the Plan or in any Option granted or Option Agreement
entered into pursuant to the Plan shall be construed to confer upon any
individual the right to remain in the employ of the Company or to interfere in
any way with the right and authority of the Company either to increase or
decrease the compensation of any individual, including any Option holder, at any
time, or to terminate any employment or other relationship between any
individual and the Company. A holder of an Option shall not be deemed for any
purpose to be a stockholder of Viasource with respect to such Option except to
the extent that such Option shall have been exercised with respect thereto and,
in addition, a stock certificate shall have been issued theretofore and
delivered to the holder. No adjustment shall be made for dividends (ordinary or
extraordinary, whether in cash, securities or other property) or distributions
or other rights for which the record date is prior to the date such stock
certificate is issued, except as expressly provided in Section 19 hereof.

         24.      NONEXCLUSIVITY OF THE PLAN

         The adoption of the Plan shall not be construed as creating any
limitations upon the right and authority of the Board to adopt such other
incentive compensation arrangements (which arrangements may be applicable either
generally to a class or classes of individuals or specifically to a particular
individual or individuals) as the Board in its discretion determines desirable,
including, without limitation, the granting of stock options or stock
appreciation rights other than under the Plan.

         25.      SEVERABILITY

         If any provision of the Plan or any 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 in accordance with their terms, and all provisions shall remain
enforceable in any other jurisdiction.





<PAGE>   15

         26.      NOTICES

         Any communication or notice required or permitted to be given under the
Plan shall be in writing, and mailed by registered or certified mail or
delivered by hand, if to ViaSource, to its principal place of business,
attention: Stock Option Administrator, and if to the holder of an Option, to the
address as appearing on the records of the Company.