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                                                                     EXHIBIT 4.4

                            NEXTPOINT NETWORKS, INC.

                            2000 STOCK INCENTIVE PLAN



1.       PURPOSE

         The purpose of this 2000 Stock Incentive Plan (the "Plan") of NextPoint
Networks, Inc., a Delaware corporation (the "Company"), is to advance the
interests of the Company's stockholders by enhancing the Company's ability to
attract, retain and motivate persons who make (or are expected to make)
important contributions to the Company by providing such persons with equity
ownership opportunities and performance-based incentives and thereby better
aligning the interests of such persons with those of the Company's stockholders.
Except where the context otherwise requires, the term "Company" shall include
any of the Company's present or future subsidiary corporations as defined in
Section 424(f) of the Internal Revenue Code of 1986, as amended, and any
regulations promulgated thereunder (the "Code") and any other business venture
(including, without limitation, joint venture or limited liability company) in
which the Company has a significant interest, as determined by the Board of
Directors of the Company (the "Board").

2.       ELIGIBILITY

         All of the Company's employees, officers, directors, consultants and
advisors (and any individuals who have accepted an offer for employment) are
eligible to be granted options, restricted stock awards, or other stock-based
awards (each, an "Award") under the Plan. Each person who has been granted an
Award under the Plan shall be deemed a "Participant."

3.       ADMINISTRATION, DELEGATION

         (a) ADMINISTRATION BY BOARD. The Plan will be administered by the
Board. The Board shall have authority to grant Awards and to adopt, amend and
repeal such administrative rules, guidelines and practices relating to the Plan
as it shall deem advisable. The Board may correct any defect, supply any
omission or reconcile any inconsistency in the Plan or any Award in the manner
and to the extent it shall deem expedient to carry the Plan into effect and it
shall be the sole and final judge of such expediency. All decisions by the Board
shall be made in the Board's sole discretion and shall be final and binding on
all persons having or claiming any interest in the Plan or in any Award. No
director or person acting pursuant to the authority delegated by the Board shall
be liable for any action or determination relating to or under the Plan made in
good faith.

         (b) APPOINTMENT OF COMMITTEES. To the extent permitted by applicable
law, the Board may delegate any or all of its powers under the Plan to one or
more committees or subcommittees of the Board (a "Committee"). All references in
the Plan to the "Board" shall mean the Board or a Committee of the Board or the
executive officer referred to in Section 3(b)


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to the extent that the Board's powers or authority under the Plan have been
delegated to such Committee or executive officer. If and when the common stock,
$.0001 par value per share, of the Company (the "Common Stock"), is registered
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the
Board shall appoint one such Committee of not less than two members, each member
of which shall be an "outside director" within the meaning of Section 162(m) of
the Code ("Section 162(m)") and a "non-employee director" as defined in Rule
16b-3 promulgated under the Exchange Act.

4.       STOCK AVAILABLE FOR AWARDS

         Subject to adjustment under Section 8, Awards may be made under the
Plan for up to 750,000 shares of Common Stock. If any Award expires or is
terminated, surrendered or canceled without having been fully exercised or is
forfeited in whole or in part or results in any Common Stock not being issued,
the unused Common Stock covered by such Award shall again be available for the
grant of Awards under the Plan, subject, however, in the case of Incentive Stock
Options (as hereinafter defined), to any limitation required under the Code.
Shares issued under the Plan may consist in whole or in part of authorized but
unissued shares or treasury shares.

5.       STOCK OPTIONS

         (a) GENERAL. The Board may grant options to purchase Common Stock
(each, an "Option") and determine the number of shares of Common Stock to be
covered by each Option, the exercise price of each Option and the conditions and
limitations applicable to the exercise of each Option, including conditions
relating to applicable federal or state securities laws, as it considers
necessary or advisable. An Option which is not intended to be an Incentive Stock
Option (as hereinafter defined) shall be designated a "Nonstatutory Stock
Option."

         (b) INCENTIVE STOCK OPTIONS. An Option that the Board intends to be an
"incentive stock option" as defined in Section 422 of the Code (an "Incentive
Stock Option") shall only be granted to employees of the Company and shall be
subject to and shall be construed consistently with the requirements of Section
422 of the Code, The Company shall have no liability to a Participant, or any
other party, if an Option (or any part thereof) which is intended to be an
Incentive Stock Option is not an Incentive Stock Option.

         (c) EXERCISE PRICE. The Board shall establish the exercise price at the
time each Option is granted and specify it in the applicable option agreement.

         (d) DURATION OF OPTIONS. Each Option shall be exercisable at such times
and subject to such terms and conditions as the Board may specify in the
applicable option agreement.

         (e) EXERCISE OF OPTION. Options may be exercised by delivery to the
Company of a written notice of exercise signed by the proper person or by any
other form of notice (including electronic notice) approved by the Board
together with payment in full as specified in Section 5(f) for the number of
shares for which the Option is exercised.


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         (f) PAYMENT UPON EXERCISE. Common Stock purchased upon the exercise of
an Option granted under the Plan shall be paid for as follows:

                  (i)      in cash or by check, payable to the order of the
         Company;

                  (ii)     except as the Board may, in its sole discretion,
         otherwise provide in an option agreement, by (A) delivery of an
         irrevocable and unconditional undertaking by a creditworthy broker to
         deliver promptly to the Company sufficient funds to pay the exercise
         price or (B) delivery by the Participant to the Company of a copy of
         irrevocable and unconditional instructions to a creditworthy broker to
         deliver promptly to the Company cash or a check sufficient to pay the
         exercise price;

                  (iii)    when the Common Stock is registered under the
         Exchange Act, by delivery of shares of Common Stock owned by the
         Participant valued at their fair market value as determined by (or in a
         manner approved by) the Board in good faith ("Fair Market Value"),
         PROVIDED (A) such method of payment is then permitted under applicable
         law and (B) such Common Stock was owned by the Participant at least six
         months prior to such delivery;

                  (iv)     to the extent permitted by the Board, in its sole
                           discretion by (A) delivery of a promissory note of
         the Participant to the Company on terms determined by the Board, or (B)
         payment of such other lawful consideration as the Board may determine;
         or

                  (v)      by any combination of the above permitted forms of
         payment.

         (g) SUBSTITUTE OPTIONS. In connection with a merger or consolidation of
an entity with the Company or the acquisition by the Company of property or
stock of an entity, the Board may grant Options in substitution for any options
or other stock or stock-based awards granted by such entity (or an affiliate
thereof). Substitute Options may be granted on such terms as the Board deems
appropriate in the circumstances, notwithstanding any limitations on Options
contained in the other sections of this Section 5.

6.       RESTRICTED STOCK

         (a) GRANTS. The Board may grant Awards entitling recipients to acquire
shares of Common Stock, subject to the right of the Company to repurchase all or
part of such shares at their issue price or other stated or formula price (or to
require forfeiture of such shares if issued at no cost) from the recipient in
the event that conditions specified by the Board in the applicable Award are not
satisfied prior to the end of the applicable restriction period or periods
established by the Board for such Award (each, a "Restricted Stock Award").

         (b) TERMS AND CONDITIONS. The Board shall determine the terms and
conditions of any such Restricted Stock Award, including the conditions for
repurchase (or forfeiture) and the issue price, if any. Any stock certificates
issued in respect of a Restricted Stock Award shall be registered in the name of
the Participant and, unless otherwise determined by the Board, deposited by the
Participant, together with a stock power endorsed in blank, with the Company (or
its designee). At the expiration of the applicable restriction periods, the
Company (or such


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designee) shall deliver the certificates no longer subject to such restrictions
to the Participant or if the Participant has died, to the beneficiary
designated, in a manner determined by the Board, by a Participant to receive
amounts due or exercise rights of the Participant in the event of the
Participant's death (the "Designated Beneficiary"). In the absence of an
effective designation by a Participant, Designated Beneficiary shall mean the
Participant's estate.

7.       OTHER STOCK-BASED AWARDS

         The Board shall have the right to grant other Awards based upon the
Common Stock having such terms and conditions as the Board may determine,
including the grant of shares based upon certain conditions, the grant of
securities convertible into Common Stock and the grant of stock appreciation
rights.

8.       ADJUSTMENTS FOR CHANGES IN COMMON STOCK AND CERTAIN OTHER EVENTS

         (a) CHANGES IN CAPITALIZATION. In the event of any stock split, reverse
stock split, stock dividend, recapitalization, combination of shares,
reclassification of shares, spin-off or other similar change in capitalization
or event, or any distribution to holders of Common Stock other than a normal
cash dividend, (i) the number and class of securities available under this Plan,
(ii) the number and class of securities and exercise price per share subject to
each outstanding Option, (iii) the repurchase price per share subject to each
outstanding Restricted Stock Award, and (iv) the terms of each other outstanding
Award shall be appropriately adjusted by the Company (or substituted Awards may
be made, if applicable) to the extent the Board shall determine, in good faith,
that such an adjustment (or substitution) is necessary and appropriate. If this
Section 8(a) applies and Section 8(c) also applies to any event, Section 8(c)
shall be applicable to such event, and this Section 8(a) shall not be
applicable.

         (b) LIQUIDATION OR DISSOLUTION. In the event of a proposed liquidation
or dissolution of the Company, the Board shall upon written notice to the
Participants provide that all then unexercised Options will (i) become
exercisable in full as of a specified time at least 10 business days prior to
the effective date of such liquidation or dissolution and (ii) terminate
effective upon such liquidation or dissolution, except to the extent exercised
before such effective date. The Board may specify the effect of a liquidation or
dissolution on any Restricted Stock Award or other Award granted under the Plan
at the time of the grant of such Award.

         (c) ACQUISITION AND CHANGE IN CONTROL EVENTS

                  (1)      DEFINITIONS

                           (A)      An "Acquisition Event" shall mean the
consummation of: (i) any merger or consolidation of the Company with or into
another entity as a result of which the Common Stock is converted into or
exchanged for the right to receive cash, securities or other property; or (ii)
any exchange of shares of the Company for cash, securities or other property
pursuant to a statutory share exchange transaction.

                           (B) A "Change in Control Event" shall mean:


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                           (i)      the acquisition by an individual, entity or
group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act (a
"Person") of beneficial ownership of any capital stock of the Company if, after
such acquisition, such Person beneficially owns (within the meaning of Rule
13d-3 promulgated under the Exchange Act) 50% or more of either (x) the
then-outstanding shares of Common Stock (the "Outstanding Company Common Stock")
or (y) the combined voting power of the then-outstanding securities of the
Company entitled to vote generally in the election of directors (the
"Outstanding Company Voting Securities"); PROVIDED, HOWEVER, that for purposes
of this subsection (i), the following acquisitions shall not constitute a Change
in Control Event: (A) any acquisition directly from the Company (excluding an
acquisition pursuant to the exercise, conversion or exchange of any security
exercisable for, convertible into or exchangeable for common stock or voting
securities of the Company, unless the Person exercising, converting or
exchanging such security acquired such security directly from the Company or an
underwriter or agent of the Company), (B) any acquisition by any employee
benefit plan (or related trust) sponsored or maintained by the Company or any
corporation controlled by the Company, (C) any acquisition by any corporation
pursuant to a Business Combination (as defined below) which complies with
clauses (x) and (y) of subsection (iii) of this definition, or (D) any
acquisition by Baker Communications Fund, L.P., Polaris Venture Partners
Founders' Fund, L.P. or Polaris Venture Partners, L.P., or any affiliate thereof
(each such party is referred to herein as an "Exempt Person"), of any shares of
Common Stock; PROVIDED THAT, after such acquisition, such Exempt Person does not
beneficially own more than 70% of either (i) the Outstanding Company Common
Stock or (ii) the Outstanding Company Voting Securities; or

                           (ii)     the consummation of a merger, consolidation,
reorganization, recapitalization or statutory share exchange involving the
Company or a sale or other disposition of all or substantially all of the assets
of the Company (a "Business Combination"), unless, immediately following such
Business Combination, each of the following two conditions is satisfied: (x) all
or substantially all of the individuals and entities who were the beneficial
owners of the Outstanding Company Common Stock and Outstanding Company Voting
Securities immediately prior to such Business Combination beneficially own,
directly or indirectly, more than 50% of the then-outstanding shares of common
stock and the combined voting power of the then-outstanding securities entitled
to vote generally in the election of directors, respectively, of the resulting
or acquiring corporation in such Business Combination (which shall include,
without limitation, a corporation which as a result of such transaction owns the
Company or substantially all of the Company's assets either directly or through
one or more subsidiaries) (such resulting or acquiring corporation is referred
to herein as the "Acquiring Corporation") in substantially the same proportions
as their ownership of the Outstanding Company Common Stock and Outstanding
Company Voting Securities, respectively, immediately prior to such Business
Combination and (y) no Person (excluding the Acquiring Corporation, any Exempt
Person or any employee benefit plan (or related trust) maintained or sponsored
by the Company or by the Acquiring Corporation) beneficially owns, directly or
indirectly, 50% or more of the then-outstanding shares of common stock of the
Acquiring Corporation, or of the combined voting power of the then-outstanding
securities of such corporation entitled to vote generally in the election of
directors (except to the extent that such ownership existed prior to the
Business Combination).


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                           (C) "Good Reason" shall mean any significant
diminution in the Participant's title, authority, or responsibilities from and
after such Acquisition Event or Change in Control Event, as the case may be, or
any reduction in the annual cash compensation payable to the Participant from
and after such Acquisition Event or Change in Control Event, as the case may be,
or the relocation of the place of business at which the Participant is
principally located to a location that is greater than 50 miles from the current
site.

                           (D) "Cause" shall mean any (i) willful failure by the
Participant, which failure is not cured within 30 days of written notice to the
Participant from the Company, to perform his or her material responsibilities to
the Company or (ii) willful misconduct by the Participant which affects the
business reputation of the Company. The Participant shall be considered to have
been discharged for "Cause" if the Company determines, within 30 days after the
Participant's resignation, that discharge for Cause was warranted.

                           (2)      EFFECT ON OPTIONS

                           (A)      ACQUISITION EVENT.  Upon the occurrence of
an Acquisition Event (regardless of whether such event also constitutes a Change
in Control Event), or the execution by the Company of any agreement with respect
to an Acquisition Event (regardless of whether such event will result in a
Change in Control Event), the Board shall provide that all outstanding Options
shall be assumed, or equivalent options shall be substituted, by the acquiring
or succeeding corporation (or an affiliate thereof). For purposes hereof, an
Option shall be considered to be assumed if, following the Acquisition Event,
the Option confers the right to purchase, for each share of Common Stock subject
to the Option immediately prior to the Acquisition Event, the consideration
(whether cash, securities or other property) received as a result of the
Acquisition Event by holders of Common Stock for each share of Common Stock held
immediately prior to the Acquisition Event (and if holders were offered a choice
of consideration, the type of consideration chosen by the holders of a majority
of the outstanding shares of Common Stock); PROVIDED, HOWEVER, that if the
consideration received as a result of the Acquisition Event is not solely common
stock of the acquiring or succeeding corporation (or an affiliate thereof), the
Company may, with the consent of the acquiring or succeeding corporation,
provide for the consideration to be received upon the exercise of Options to
consist solely of common stock of the acquiring or succeeding corporation (or an
affiliate thereof) equivalent in fair market value to the per share
consideration received by holders of outstanding shares of Common Stock as a
result of the Acquisition Event.

                           Notwithstanding the foregoing, if the acquiring or
succeeding corporation (or an affiliate thereof) does not agree to assume, or
substitute for, such Options, then the Board shall, upon written notice to the
Participants, provide that all then unexercised Options will become exercisable
in full as of a specified time prior to the Acquisition Event and will terminate
immediately prior to such Acquisition Event, except to the extent exercised by
the Participants before such Acquisition Event; PROVIDED, HOWEVER, that in the
event of an Acquisition Event under the terms of which holders of Common Stock
will receive upon consummation thereof a cash payment for each share of Common
Stock surrendered pursuant to such Acquisition Event (the "Acquisition Price"),
then the Board may instead provide that all outstanding Options shall terminate
upon such Acquisition Event and that each Participant shall receive, in exchange


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therefor, a cash payment equal to the amount (if any) by which (A) the
Acquisition Price multiplied by the number of shares of Common Stock subject to
such outstanding Options (whether or not then exercisable), exceeds (B) the
aggregate exercise price of such Options.

                           (B) TERMINATION OF PARTICIPANT'S EMPLOYMENT FOLLOWING
CHANGE IN CONTROL EVENT. Except to the extent specifically provided to the
contrary in the instrument evidencing any Option or any other agreement between
a Participant and the Company, the LESSER of (i) one-quarter of the number of
shares subject to each outstanding Option, or (ii) the number of shares subject
to each outstanding Option which are not vested, shall immediately become
exercisable if, on or prior to the first anniversary of the Change in Control
Event (regardless of whether such event also constitutes an Acquisition Event),
the Participant's employment with the Company or the acquiring or succeeding
corporation is terminated for Good Reason by the Participant or is terminated
without Cause by the Company or the acquiring or succeeding corporation.

                           (3)      EFFECT ON RESTRICTED STOCK AWARDS

                           (A)      ACQUISITION EVENT.  Upon the occurrence of
an Acquisition Event (regardless of whether such event also constitutes a Change
in Control Event), the repurchase and other rights of the Company under each
outstanding Restricted Stock Award shall inure to the benefit of the Company's
successor and shall apply to the cash, securities or other property which the
Common Stock was converted into or exchanged for pursuant to such Acquisition
Event in the same manner and to the same extent as they applied to the Common
Stock subject to such Restricted Stock Award.

                           (B)      TERMINATION OF PARTICIPANT'S EMPLOYMENT
FOLLOWING CHANGE IN CONTROL EVENT. Except to the extent specifically provided to
the contrary in the instrument evidencing any Restricted Stock Award or any
other agreement between a Participant and the Company, the LESSER of (i)
one-quarter of the number of shares subject to each outstanding Restricted Stock
Award, or (ii) the number of shares subject to each outstanding Restricted Stock
Award which are not vested, shall immediately become exercisable if, on or prior
to the first anniversary of the Change in Control Event (regardless of whether
such event also constitutes an Acquisition Event), the Participant's employment
with the Company or the acquiring or succeeding corporation is terminated for
Good Reason by the Participant or is terminated without Cause by the Company or
the acquiring or succeeding corporation.

                  (4)      EFFECT ON OTHER AWARDS

                           (A)      ACQUISITION EVENT.  The Board shall specify
the effect of an Acquisition Event that is not a Change in Control Event on any
other Award granted under the Plan at the time of the grant of such Award.

                           (B) TERMINATION OF PARTICIPANT'S EMPLOYMENT FOLLOWING
CHANGE IN CONTROL EVENT. Except to the extent specifically provided to the
contrary in the instrument evidencing any Award or any other agreement between
a Participant and the Company, the lesser of (i) one-quarter of the number of
shares subject to each outstanding Award, or (ii) the number


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of shares subject to each outstanding Award which are not vested, shall
immediately become exercisable if, on or prior to the first anniversary of the
Change in Control Event (regardless of whether such event also constitutes an
Acquisition Event), the Participant's employment with the Company or the
acquiring or succeeding corporation is terminated for Good Reason by the
Participant or is terminated without Cause by the Company or the acquiring or
succeeding corporation.

                           (5)      LIMITATIONS.  Notwithstanding the foregoing
provisions of this Section 8(c), if the Change in Control Event is intended to
be accounted for as a "pooling of interests" for financial accounting purposes,
and if the acceleration to be effected by the foregoing provisions of this
Section 8(c) would preclude accounting for the Change in Control Event as a
"pooling of interests" for financial accounting purposes, then no such
acceleration shall occur upon the Change in Control Event.

9.       GENERAL PROVISIONS APPLICABLE TO AWARDS

         (a) TRANSFERABILITY OF AWARDS. Except as the Board may otherwise
determine or provide in an Award, Awards shall not be sold, assigned,
transferred, pledged or otherwise encumbered by the person to whom they are
granted, either voluntarily or by operation of law, except by will or the laws
of descent and distribution, and, during the life of the Participant, shall be
exercisable only by the Participant. References to a Participant, to the extent
relevant in the context, shall include references to authorized transferees.

         (b) DOCUMENTATION. Each Award shall be evidenced by a written
instrument in such form as the Board shall determine. Each Award may contain
terms and conditions in addition to those set forth in the Plan.

         (c) BOARD DISCRETION. Except as otherwise provided by the Plan, each
Award may be made alone or in addition or in relation to any other Award. The
terms of each Award need not be identical, and the Board need not treat
Participants uniformly.

         (d) TERMINATION OF STATUS. The Board shall determine the effect on an
Award of the disability, death, retirement, authorized leave of absence or other
change in the employment or other status of a Participant and the extent to
which, and the period during which, the Participant, the Participant's legal
representative, conservator, guardian or Designated Beneficiary may exercise
rights under the Award.

         (e) WITHHOLDING. Each Participant shall pay to the Company, or make
provision satisfactory to the Board for payment of, any taxes required by law to
be withheld in connection with Awards to such Participant no later than the date
of the event creating the tax liability. Except as the Board may otherwise
provide in an Award, when the Common Stock is registered under the Exchange Act,
Participants may, to the extent then permitted under applicable law, satisfy
such tax obligations in whole or in part by delivery of shares of Common Stock,
including shares retained from the Award creating the tax obligation, valued at
their Fair Market Value. The Company may, to the extent permitted by law, deduct
any such tax obligations from any payment of any kind otherwise due to a
Participant.


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         (f) AMENDMENT OF AWARD. The Board may amend, modify or terminate any
outstanding Award, including but not limited to, substituting therefor another
Award of the same or a different type, changing the date of exercise or
realization, and converting an Incentive Stock Option to a Nonstatutory Stock
Option, PROVIDED THAT the Participant's consent to such action shall be required
unless the Board determines that the action, taking into account any related
action, would not materially and adversely affect the Participant.

         (g) CONDITIONS ON DELIVERY OF STOCK. The Company will not be obligated
to deliver any shares of Common Stock pursuant to the Plan or to remove
restrictions from shares previously delivered under the Plan until (i) all
conditions of the Award have been met or removed to the satisfaction of the
Company, (ii) in the opinion of the Company's counsel, all other legal matters
in connection with the issuance and delivery of such shares have been satisfied,
including any applicable securities laws and any applicable stock exchange or
stock market rules and regulations, and (iii) the Participant has executed and
delivered to the Company such representations or agreements as the Company may
consider appropriate to satisfy the requirements of any applicable laws, rules
or regulations.

         (h) ACCELERATION. The Board may at any time provide that any Options
shall become immediately exercisable in full or in part, that any Restricted
Stock Awards shall be free of restrictions in full or in part or that any other
Awards may become exercisable in full or in part or free of some or all
restrictions or conditions, or otherwise realizable in full or in part, as the
case may be.

10.      MISCELLANEOUS

         (a) NO RIGHT TO EMPLOYMENT OR OTHER STATUS. No person shall have any
claim or right to be granted an Award, and the grant of an Award shall not be
construed as giving a Participant the right to continued employment or any other
relationship with the Company. The Company expressly reserves the right at any
time to dismiss or otherwise terminate its relationship with a Participant free
from any liability or claim under the Plan, except as expressly provided in the
applicable Award.

         (b) NO RIGHTS AS STOCKHOLDER. Subject to the provisions of the
applicable Award, no Participant or Designated Beneficiary shall have any rights
as a stockholder with respect to any shares of Common Stock to be distributed
with respect to an Award until becoming the record holder of such shares.
Notwithstanding the foregoing, in the event the Company effects a split of the
Common Stock by means of a stock dividend and the exercise price of and the
number of shares subject to such Option are adjusted as of the date of the
distribution of the dividend (rather than as of the record date for such
dividend), then an optionee who exercises an Option between the record date and
the distribution date for such stock dividend shall be entitled to receive, on
the distribution date, the stock dividend with respect to the shares of Common
Stock acquired upon such Option exercise, notwithstanding the fact that such
shares were not outstanding as of the close of business on the record date for
such stock dividend.

         (c) EFFECTIVE DATE AND TERM OF PLAN. The Plan shall become effective on
the date on which it is adopted by the Board. No Awards shall be granted under
the Plan after the


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completion of ten years from the earlier of (i) the date on which the Plan was
adopted by the Board or (ii) the date the Plan was approved by the Company's
stockholders, but Awards previously granted may extend beyond that date.

         (d) AMENDMENT OF PLAN. The Board may amend, suspend or terminate the
Plan or any portion thereof at any time.

         (e) GOVERNING LAW. The provisions of the Plan and all Awards made
hereunder shall be governed by and interpreted in accordance with the laws of
the State of Delaware, without regard to any applicable conflicts of law.