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                                                                    EXHIBIT 4.02


                        EMPLOYEEMATTERS/ESOURCEONE, INC.
                             1999 STOCK OPTION PLAN

                       NONSTATUTORY STOCK OPTION AGREEMENT


EmployeeMatters, Inc. (formerly known as eSourceOne, Inc.), a Delaware
corporation (the "Company"), hereby grants an option to purchase shares of its
common stock (the "Shares") to the optionee named below. The terms and
conditions of the option are set forth in this cover sheet, in the attachment
and in the Company's 1999 Stock Option Plan (the "Plan").

Date of Option Grant: ____________

Name of Optionee: <<Name>>

Optionee's Social Security Number: <<SSN>>

Number of Shares Covered by Option: <<Shares>>

Exercise Price per Share: $0.10

Vesting Start Date: <<Vesting_Start_Date>>

        BY SIGNING THIS COVER SHEET, YOU AGREE TO ALL OF THE TERMS AND
CONDITIONS DESCRIBED IN THE ATTACHED AGREEMENT AND IN THE PLAN, A COPY OF WHICH
IS ALSO ATTACHED.


Optionee:
         ----------------------------------------
                    (Signature)

Company:
        -----------------------------------------
                    (Signature)

        Title:
              -----------------------------------

Attachment



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                        EMPLOYEEMATTERS/ESOURCEONE, INC.
                             1999 STOCK OPTION PLAN

                       NONSTATUTORY STOCK OPTION AGREEMENT


NONSTATUTORY STOCK   This option is not intended to be an incentive stock option
OPTION               under section 422 of the Internal Revenue Code and will be
                     interpreted accordingly.

VESTING              This option is only exercisable before it expires and then
                     only with respect to the vested portion of the option.

                     Your right to purchase Shares under this option vests as to
                     one-fourth (1/4) of the total number of Shares covered by
                     this option, as shown on the cover sheet, on the one-year
                     anniversary of the Vesting Start Date, provided you then
                     continue in Service. Thereafter, the number of Shares which
                     you may purchase under this option shall vest at the rate
                     of one-fourth (1/4) of the total number of Shares covered
                     by this option on each of the three succeeding
                     anniversaries of the Vesting Start Date, and provided that
                     you then remain in Service. The resulting aggregate number
                     of vested Shares will be rounded to the nearest whole
                     number, and you cannot vest in more than the number of
                     Shares covered by this option.

                     In the event of a Change in Control of the Company prior to
                     expiration of this option and at a time when you are an
                     Employee of the Company, any unvested Shares covered by
                     this option shall become fully and immediately vested on
                     your CiC Involuntary Termination Date. You will experience
                     a "CiC Involuntary Termination Date" if your Service is
                     terminated by the Company or its successor (other than for
                     Cause) within one year of the date of consummation of a
                     Change in Control of the Company. No additional Shares will
                     vest after your Service has terminated for any reason.

TERM                 Your option will expire in any event at the close of
                     business at Company headquarters on the day before the 10th
                     anniversary of the Date of Option Grant, as shown on the
                     cover sheet. Your option will expire earlier if your
                     Service terminates, as described below.


REGULAR TERMINATION  If your Service terminates for any reason,
                     other than death, Disability or Cause, then your option
                     will expire at the close of business at Company
                     headquarters on the 90th day after your termination date.

TERMINATION FOR      If your Service is terminated for Cause, then you shall
CAUSE                immediately forfeit all rights to your option and the
                     option shall immediately expire.


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DEATH                If your Service terminates because of your death, then your
                     option will expire at the close of business at Company
                     headquarters on the date twelve (12) months after the date
                     of death. During that twelve month period, your estate or
                     heirs may exercise the vested portion of your option.

                     In addition, if you die during the 90-day period described
                     in connection with a regular termination (i.e., a
                     termination of your Service not on account of your death,
                     Disability or Cause), and a vested portion of your option
                     has not yet been exercised, then your option will instead
                     expire on the date twelve (12) months after your
                     termination date. In such a case, during the period
                     following your death up to the date twelve (12) months
                     after your termination date, your estate or heirs may
                     exercise the vested portion of your option.

DISABILITY           If your Service terminates because of your Disability, then
                     your option will expire at the close of business at Company
                     headquarters on the date twelve (12) months after your
                     termination date.

LEAVES OF ABSENCE    For purposes of this option, your Service does
                     not terminate when you go on a bona fide employee leave of
                     absence that was approved by the Company in writing, if the
                     terms of the leave provide for continued Service crediting,
                     or when continued Service crediting is required by
                     applicable law. However, your Service will be treated as
                     terminating 90 days after you went on employee leave,
                     unless your right to return to active work is guaranteed by
                     law or by a contract. Your Service terminates in any event
                     when the approved leave ends unless you immediately return
                     to active employee work.

                     The Company determines which leaves count for this purpose,
                     and when your Service terminates for all purpose under the
                     Plan.


NOTICE OF EXERCISE   When you wish to exercise this option, you must
                     notify the Company by filing the proper "Notice of
                     Exercise" form at the address given on the form. Your
                     notice must specify how many Shares you wish to purchase.
                     Your notice must also specify how your Shares should be
                     registered (in your name only or in your and your spouse's
                     names as community property or as joint tenants with right
                     of survivorship). The notice will be effective when it is
                     received by the Company.

                     If someone else wants to exercise this option after your
                     death, that person must prove to the Company's satisfaction
                     that he or she is entitled to do so.

FORM OF PAYMENT      When you submit your notice of exercise, you
                     must include payment of the option price for the Shares you
                     are purchasing. Payment may be made in one (or a
                     combination) of the following forms:

                     -  Cash, your personal check, a cashier's check or a money
                        order.

                     -  Shares which have already been owned by you for more
                        than six months and which are surrendered to the
                        Company. The value of the Shares, determined as of the
                        effective date of the option exercise, will be applied
                        to the option price.

                     -  To the extent a public market for the Shares exists as
                        determined by the Company, by delivery (on a form
                        prescribed by the Company) of an irrevocable direction
                        to a securities broker to sell Shares and


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                        to deliver all or part of the sale proceeds to the
                        Company in payment of the aggregate exercise price.


WITHHOLDING TAXES    You will not be allowed to exercise this option
                     unless you make acceptable arrangements to pay any
                     withholding or other taxes that may be due as a result of
                     the option exercise or sale of Shares acquired under this
                     option.

RESTRICTIONS ON      By signing this Agreement, you agree not to exercise this
EXERCISE AND SALE    option or sell any Shares acquired under this option at a
                     time when applicable laws, regulations or Company or
                     underwriter trading policies prohibit exercise or sale. In
                     particular, the Company may impose the following two types
                     of "Suspension Periods."

                     -  The Company shall have the right to designate one or
                        more periods of time, each of which shall not exceed 180
                        days in length, during which this option shall not be
                        exercisable if the Company determines (in its sole
                        discretion) that such limitation on exercise could in
                        any way facilitate a lessening of any restriction on
                        transfer pursuant to the Securities Act of 1933 (the
                        "Securities Act") or any state securities laws with
                        respect to any issuance of securities by the Company,
                        facilitate the registration or qualification of any
                        securities by the Company under the Securities Act or
                        any state securities laws, or facilitate the perfection
                        of any exemption from the registration or qualification
                        requirements of the Securities Act or any applicable
                        state securities laws for the issuance or transfer of
                        any securities. Such limitation on exercise shall not
                        alter the vesting schedule set forth in this Agreement
                        other than to limit the periods during which this option
                        shall be exercisable; and

                     -  In connection with any underwritten public offering by
                        the Company of its equity securities pursuant to an
                        effective registration statement filed under the
                        Securities Act, including the Company's initial public
                        offering, you shall not sell, make any short sale of,
                        loan, hypothecate, pledge, grant any option for the
                        purchase of, or otherwise dispose or transfer for value
                        or agree to engage in any of the foregoing transactions
                        with respect to any Shares without the prior written
                        consent of the Company or its underwriters, for such
                        period of time after the effective date of such
                        registration statement as may be requested by the
                        Company or the underwriters (not to exceed 180 days in
                        length).

                     If the sale of Shares under the Plan is not registered
                     under the Securities Act, but an exemption is available
                     which requires an investment or other representation, you
                     shall represent and agree at the time of exercise that the
                     Shares being acquired upon exercise of this option are
                     being acquired for investment, and not with a view to the
                     sale or distribution thereof, and shall make such other
                     representations as are deemed necessary or appropriate by
                     the Company and its counsel.


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THE COMPANY'S RIGHT  In the event that you propose to sell, pledge or otherwise
OF FIRST REFUSAL     transfer to a third party any Shares acquired under this
                     Agreement, or any interest in such Shares, the Company
                     shall have the "Right of First Refusal" with respect to all
                     (and not less than all) of such Shares. If you desire to
                     transfer Shares acquired under this Agreement, you must
                     give a written "Transfer Notice" to the Company describing
                     fully the proposed transfer, including the number of Shares
                     proposed to be transferred, the proposed transfer price and
                     the name and address of the proposed transferee.

                     The Transfer Notice shall be signed both by you and by the
                     proposed new transferee and must constitute a binding
                     commitment of both parties to the transfer of the Shares.
                     The Company shall have the right to purchase all, and not
                     less than all, of the Shares on the terms of the proposal
                     described in the Transfer Notice (subject, however, to any
                     change in such terms permitted in the next paragraph) by
                     delivery of a notice of exercise of the Right of First
                     Refusal within thirty (30) days after the date when the
                     Transfer Notice was received by the Company. The Company's
                     rights under this subsection shall be freely assignable, in
                     whole or in part.

                     If the Company fails to exercise its Right of First Refusal
                     within thirty (30) days after the date when it received the
                     Transfer Notice, you may, not later than ninety (90) days
                     following receipt of the Transfer Notice by the Company,
                     conclude a transfer of the Shares subject to the Transfer
                     Notice on the terms and conditions described in the
                     Transfer Notice. Any proposed transfer on terms and
                     conditions different from those described in the Transfer
                     Notice, as well as any subsequent proposed transfer by you,
                     shall again be subject to the Right of First Refusal and
                     shall require compliance with the procedure described in
                     the paragraph above. If the Company exercises its Right of
                     First Refusal, the parties shall consummate the sale of the
                     Shares on the terms set forth in the Transfer Notice within
                     60 days after the date when the Company received the
                     Transfer Notice (or within such longer period as may have
                     been specified in the Transfer Notice); provided, however,
                     that in the event the Transfer Notice provided that payment
                     for the Shares was to be made in a form other than lawful
                     money paid at the time of transfer, the Company shall have
                     the option of paying for the Shares with lawful money equal
                     to the present value of the consideration described in the
                     Transfer Notice.

                     The Company's Right of First Refusal shall inure to the
                     benefit of its successors and assigns and shall be binding
                     upon any transferee of the Shares.

                     The Company's Right of First Refusal shall terminate in the
                     event that Stock is listed on an established stock exchange
                     or is quoted regularly on the NASDAQ National Market.

TRANSFER OF OPTION   Prior to your death, only you may exercise this
                     option. You cannot transfer or assign this option. For
                     instance, you may not sell this option or use it as
                     security for a loan. If you attempt to do any of these
                     things, this option will immediately become invalid. You
                     may, however, dispose of this option in your will or it may
                     be transferred upon your death by the laws of descent and
                     distribution.



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                     Regardless of any marital property settlement agreement,
                     the Company is not obligated to honor a notice of exercise
                     from your spouse, nor is the Company obligated to recognize
                     your spouse's interest in your option in any other way.

RETENTION RIGHTS     Your option or this Agreement do not give you the
                     right to be retained by the Company (or any Parent,
                     Subsidiaries or Affiliates) in any capacity. The Company
                     (and any Parent, Subsidiaries or Affiliates) reserve the
                     right to terminate your Service at any time and for any
                     reason.

SHAREHOLDER RIGHTS   You, or your estate or heirs, have no rights as a
                     shareholder of the Company until a certificate for your
                     option's Shares has been issued. No adjustments are made
                     for dividends or other rights if the applicable record date
                     occurs before your stock certificate is issued, except as
                     described in the Plan.

ADJUSTMENTS          In the event of a stock split, a stock dividend or a
                     similar change in the Company stock, the number of Shares
                     covered by this option and the exercise price per Share may
                     be adjusted (and rounded down to the nearest whole number)
                     pursuant to the Plan. Your option shall be subject to the
                     terms of the agreement of merger, liquidation or
                     reorganization in the event the Company is subject to such
                     corporate activity.

LEGENDS              All certificates representing the Shares issued upon
                     exercise of this option shall, where applicable, have
                     endorsed thereon the following legends:

                       "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT
                       TO CERTAIN RESTRICTIONS ON TRANSFER AND OPTIONS TO
                       PURCHASE SUCH SHARES SET FORTH IN AN AGREEMENT BETWEEN
                       THE COMPANY AND THE REGISTERED HOLDER, OR HIS OR HER
                       PREDECESSOR IN INTEREST. A COPY OF SUCH AGREEMENT IS ON
                       FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE
                       FURNISHED UPON WRITTEN REQUEST TO THE SECRETARY OF THE
                       COMPANY BY THE HOLDER OF RECORD OF THE SHARES REPRESENTED
                       BY THIS CERTIFICATE."

                       "THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
                       UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT
                       BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN
                       EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR AN
                       OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS
                       COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED."

APPLICABLE LAW       This Agreement will be interpreted and enforced under
                     the laws of the State of New York, excluding any conflicts
                     or choice of law rule or principle that might otherwise
                     refer construction or interpretation of this Agreement to
                     the substantive law of another jurisdiction.


THE PLAN AND         The text of the Plan is incorporated in this Agreement by
                     reference.


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OTHER AGREEMENTS     CERTAIN CAPITALIZED TERMS USED IN THIS AGREEMENT ARE
                     DEFINED IN THE PLAN, AND HAVE THE MEANING SET FORTH IN THE
                     PLAN. This Agreement and the Plan constitute the entire
                     understanding between you and the Company regarding this
                     option. Any prior agreements, commitments or negotiations
                     concerning this option are superseded.

        BY SIGNING THE COVER SHEET OF THIS AGREEMENT, YOU AGREE TO ALL OF THE
        TERMS AND CONDITIONS DESCRIBED ABOVE AND IN THE PLAN.


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