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                                                   Exhibit 10.15(a)

                             PAPEREXCHANGE.COM, INC.

                           2000 EQUITY INCENTIVE PLAN

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                                TABLE OF CONTENTS

1.    Purpose........................................................1

2.    Definitions....................................................1

3.    Term of the Plan...............................................1

4.    Stock Subject to the Plan......................................1

5.    Administration.................................................1

6.    Authorization and Eligibility..................................1

7.    Specific Terms of Awards.......................................1

8.    Adjustments for Corporate Actions..............................1

9.    Settlement of Awards...........................................1

10.   Non-Transferability of Awards..................................1

11.   Reservation of Stock...........................................1

12.   Limitation of Rights in Stock; No Special Service Rights.......1

13.   Nonexclusivity of the Plan.....................................1

14.   Termination and Amendment of the Plan..........................1

15.   Notices and Other Communications...............................1

16.   Governing Law..................................................1
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                             PAPEREXCHANGE.COM, INC.

                           2000 EQUITY INCENTIVE PLAN

      1.    Purpose

      This Plan is intended to encourage ownership of Common Stock by directors,
employees and consultants of the Company and its Affiliates and to provide
additional incentives for them to promote the success of the Company's business
through the grant of Awards of shares of the Company's Common Stock. The Plan is
intended to be an incentive stock option plan within the meaning of Section 422
of the Code but not all Awards granted hereunder are required to be Incentive
Options.

      2.    Definitions

      As used in this Plan the following terms shall have the respective
meanings set out below, unless the context clearly requires otherwise:

      2.1. Affiliate means any corporation, partnership, limited liability
company, business trust, or other entity controlling, controlled by or under
common control with the Company.

      2.2. Award means any grant or sale pursuant to the Plan of Options,
Restricted Stock, or Stock Grants.

      2.3. Award Agreement means an agreement between the Company and the
recipient of an Award, setting forth the terms and conditions of the Award.

      2.4. Board means the Company's Board of Directors.

      2.5. Code means the Internal Revenue Code of 1986, as amended from time to
time, or any statute successor thereto, and any regulations issued from time to
time thereunder.

      2.6. Committee means any committee of the Board delegated by the Board
responsibility for the administration of the Plan, as provided in Section 5 of
the Plan. For any period during which no such committee is in existence
"Committee" shall mean the Board and all authority and responsibility assigned
the Committee under the Plan shall be exercised, if at all, by the Board.

      2.7. Common Stock or Stock means common stock, par value $0.001 per share,
of the Company.

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      2.8. Company means PaperExchange.com, Inc., a corporation organized under
the laws of the State of Delaware.

      2.9. Grant Date means the date as of which an Option is granted, as
determined under Section 7.1(a).

      2.10. Incentive Option means an Option which by its terms is to be treated
as an "incentive stock option" within the meaning of Section 422 of the Code.

      2.11. Market Value means the value of a share of Common Stock on any date
as determined by the Committee.

      2.12. Nonstatutory Option means any Option that is not an Incentive
Option.

      2.13. Option means an option to purchase shares of Common Stock.

      2.14. Optionee means a Participant to whom an Option shall have been
granted under the Plan.

      2.15. Participant means any holder of an outstanding Award under the Plan.

      2.16. Plan means this 2000 Equity Incentive Plan of the Company, as
amended from time to time.

      2.17. Restricted Stock means a grant or sale of shares of Common Stock to
the Participant subject to a Risk of Forfeiture.

      2.18. Restriction Period means the period of time during which any grant
of Restricted Stock remains at Risk of Forfeiture as described in Section 7.2(d)
and the applicable Award Agreement.

      2.19. Risk of Forfeiture means a limitation on the right of the
Participant to retain an Award of Restricted Stock, including a right in the
Company to reacquire the Shares at less than their then Market Value, arising
because of the occurrence or non-occurrence of specified events or conditions.

      2.20. Stock Grant means the grant of shares of Common Stock not subject to
restrictions or other forfeiture conditions.

      2.21. Stockholders' Agreement means any agreement by and among the holders
of at least a majority of the outstanding voting securities of the
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Company and setting forth, among other provisions, restrictions upon the
transfer of shares of Stock or on the exercise of rights appurtenant thereto.

      2.22. Ten Percent Owner means a person who owns, or is deemed within the
meaning of Section 422(b)(6) of the Code to own, stock possessing more than 10%
of the total combined voting power of all classes of stock of the Company (or
any Affiliate). Whether a person is a Ten Percent Owner shall be determined with
respect to each Option based on the facts existing immediately prior to the
Grant Date of such Option.

      3.    Term of the Plan

      Unless the Plan shall have been earlier terminated by the Board, Awards
may be granted hereunder at any time in the period commencing on the approval of
the Plan by the Board and ending immediately prior to the tenth anniversary of
the earlier of the adoption of the Plan by the Board or approval of the Plan by
the Company's shareholders. Awards granted pursuant to the Plan within such
period shall not expire solely by reason of the termination of the Plan. Awards
of Incentive Options granted prior to shareholder approval of the Plan are
hereby expressly conditioned upon such approval, but in the event of the failure
of the shareholders to approve the Plan shall thereafter and for all purposes be
deemed to constitute Nonstatutory Options.

      4.    Stock Subject to the Plan

      At no time shall the number of shares of Common Stock issued pursuant to
or subject to outstanding Awards granted under the Plan exceed 4,550,000 shares
of Common Stock; subject, however, to the provisions of Section 8 of the Plan.
For purposes of applying the foregoing limitation, if any Option expires,
terminates, or is cancelled for any reason without having been exercised in
full, or any Award of Restricted Stock should be forfeited by the recipient
thereof, the shares not purchased by the Optionee or forfeited by such a
recipient shall again be available for Awards thereafter to be granted under the
Plan. Shares of Common Stock issued pursuant to the Plan may be either
authorized but unissued shares or shares held by the Company in its treasury.

      5.    Administration

      The Plan shall be administered by the Committee; provided, however, that
at any time and on any one or more occasions the Board may itself exercise any
of the powers and responsibilities assigned the Committee under the Plan and
when so acting shall have the benefit of all of the provisions of this Plan
pertaining to the Committee's exercise of its authorities hereunder.
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Subject to the provisions of the Plan, the Committee shall have complete
authority, in its discretion, to make or to select the manner of making all
needful determinations with respect to each Award to be granted by the Company
under the Plan in addition to any other determination allowed the Committee
under the Plan including the director, employee or consultant to receive the
Award and the form of Award. In making such determinations, the Committee may
take into account the nature of the services rendered by the respective
employees, consultants, and directors, their present and potential contributions
to the success of the Company and its subsidiaries, and such other factors as
the Committee in its discretion shall deem relevant. Subject to the provisions
of the Plan, the Committee shall also have complete authority to interpret the
Plan, to prescribe, amend and rescind rules and regulations relating to it, to
determine the terms and provisions of the respective Award Agreements (which
need not be identical), and to make all other determinations necessary or
advisable for the administration of the Plan. The Committee's determinations
made in good faith on matters referred to in this Plan shall be conclusive.

      6.    Authorization and Eligibility

      Pursuant and subject to the terms of this Plan, the Committee may grant
from time to time and at any time prior to the termination of the Plan one or
more Awards, either alone or in combination with any other Awards, to any
non-employee member of the Board or of any board of directors (or similar
governing authority) of any Affiliate or any employee of or consultant to one or
more of the Company and its Affiliates. However, only employees of the Company,
and of any parent or subsidiary corporations of the Company, as defined in
Sections 424(e) and (f), respectively, of the Code, shall be eligible for the
grant of an Incentive Option. Further, in no event shall the number of shares of
Common Stock covered by Options or other Awards granted to any one person in any
one calendar year exceed 25% of the aggregate number of shares of Common Stock
subject to the Plan.

      Each grant of an Award shall be subject to all applicable terms and
conditions of the Plan (including but not limited to any specific terms and
conditions applicable to that type of Award set out in the following Section),
and such other terms and conditions, not inconsistent with the terms of the
Plan, as the Committee may prescribe. No prospective Participant shall have any
rights with respect to an Award, unless and until such Participant has executed
an agreement evidencing the Award, delivered a fully executed copy thereof to
the Company, and otherwise complied with the applicable terms and conditions of
such Award.

      7.    Specific Terms of Awards
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      7.1.  Options.

      (a) Date of Grant. The granting of an Option shall take place at the time
specified in the Award Agreement. Only if expressly so provided in the
applicable Award Agreement shall the Grant Date be the date on which the Award
Agreement shall have been duly executed and delivered by the Company and the
Optionee.

      (b) Exercise Price. The price at which shares may be acquired under each
Incentive Option shall be not less than 100% of the Market Value of Common Stock
on the Grant Date, or not less than 110% of the Market Value of Common Stock on
the Grant Date if the Optionee is a Ten Percent Owner. The price at which shares
may be acquired under each Nonstatutory Option shall not be so limited solely by
reason of this Section.

      (c) Option Period. No Incentive Option may be exercised on or after the
tenth anniversary of the Grant Date, or on or after the fifth anniversary of the
Grant Date if the Optionee is a Ten Percent Owner. The Option period under each
Nonstatutory Option shall not be so limited solely by reason of this Section.

      (d) Exercisability. An Option may be immediately exercisable or become
exercisable in such installments, cumulative or non-cumulative, as the Committee
may determine. In the case of an Option not otherwise immediately exercisable in
full, the Committee may accelerate the exercisability of such Option in whole or
in part at any time, provided the acceleration of the exercisability of any
Incentive Option would not cause the Option to fail to comply with the
provisions of Section 422 of the Code.

      (e) Termination of Association with the Company. Unless the Committee
shall provide otherwise in the grant of a particular Option under the Plan, if
the Optionee's employment or other association with the Company and its
Affiliates is terminated, whether voluntarily or otherwise, any outstanding
Option of the Optionee shall cease to be exercisable in any respect not later
than ninety (90) days following such termination and, for the period it remains
exercisable following termination, shall be exercisable only to the extent
exercisable at the date of termination. Military, sick or other bona fide leave
shall not be deemed a termination of employment or other association, provided
that it does not exceed the longer of ninety (90) days or the period during
which the absent Optionee's reemployment rights, if any, are guaranteed by
statute or by contract.

      (f) Exercise of Option. An Option may be exercised by the Optionee giving
written notice, in the manner provided in Section 15, specifying the number of
shares with respect to which the Option is then being exercised.
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The notice shall be accompanied by payment in the form of cash, or certified or
bank check payable to the order of the Company in an amount equal to the
exercise price of the shares to be purchased or, if the Committee had so
authorized on the grant of any particular Option hereunder (and subject such
conditions, if any, as the Committee may deem necessary to avoid adverse
accounting effects to the Company) by delivery of shares of Common Stock held at
least six (6) months which have a Market Value equal to the exercise price of
the shares to be purchased. Payment of any exercise price may also be made
through and under the terms and conditions of any formal cashless exercise
program maintained by the Company if the Stock becomes traded on an established
market. Receipt by the Company of such notice and payment shall constitute the
exercise of the Option. Within 30 days thereafter but subject to the remaining
provisions of the Plan, the Company shall deliver or cause to be delivered to
the Optionee or his agent a certificate or certificates for the number of shares
then being purchased. Such shares shall be fully paid and nonassessable.

      (g) Limit on Incentive Option Characterization. An Incentive Option shall
be considered to be an Incentive Option only to the extent that the number of
shares of Common Stock for which the Option first becomes exercisable in a
calendar year do not have an aggregate Market Value (as of the date of the grant
of the Option) in excess of the "current limit". The current limit for any
Optionee for any calendar year shall be $100,000 minus the aggregate Market
Value at the date of grant of the number of shares of Common Stock available for
purchase for the first time in the same year under each other Incentive Option
previously granted to the Optionee under the Plan, and under each other
incentive stock option previously granted to the Optionee under any other
incentive stock option plan of the Company and its Affiliates, after December
31, 1986. Any shares of Common Stock which would cause the foregoing limit to be
violated shall be deemed to have been granted under a separate Nonstatutory
Option, otherwise identical in its terms to those of the Incentive Option.

      (h) Notification of Disposition. Each person exercising any Incentive
Option granted under the Plan shall be deemed to have covenanted with the
Company to report to the Company any disposition of such shares prior to the
expiration of the holding periods specified by Section 422(a)(1) of the Code
and, if and to the extent that the realization of income in such a disposition
imposes upon the Company federal, state, local or other withholding tax
requirements, or any such withholding is required to secure for the Company an
otherwise available tax deduction, to remit to the Company an amount in cash
sufficient to satisfy those requirements.

      7.2.  Restricted Stock.
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      (a) Purchase Price. Shares of Restricted Stock shall be issued under the
Plan for such consideration, in cash, other property or services, as is
determined by the Committee.

      (b) Issuance of Certificates. Each Participant receiving a Restricted
Stock Award, subject to subsection (c) below, shall be issued a stock
certificate in respect of such shares of Restricted Stock. Such certificate
shall be registered in the name of such Participant, and, if applicable, shall
bear an appropriate legend referring to the terms, conditions, and restrictions
applicable to such Award substantially in the following form:

            The transferability of this certificate and the shares represented
            by this certificate are subject to the terms and conditions of
            PaperExchange.com, Inc. 2000 Equity Incentive Plan and an Award
            Agreement entered into by the registered owner and
            PaperExchange.com, Inc. Copies of such Plan and Agreement are on
            file in the offices of PaperExchange.com, Inc.

      (c) Escrow of Shares. The Committee may require that the stock
certificates evidencing shares of Restricted Stock be held in custody by a
designated escrow agent (which may but need not be the Company) until the
restrictions thereon shall have lapsed, and that the Participant deliver a stock
power, endorsed in blank, relating to the Stock covered by such Award.

      (d) Restrictions and Restriction Period. During the period established by
the Committee and set forth in the Award Agreement, i.e., the Restriction
Period, Restricted Stock shall be subject to limitations on transferability and
a Risk of Forfeiture (which may take the form of a right of the Company to
repurchase the Restricted Stock for such consideration, if any, as the Committee
shall have determined at grant) arising on the basis of such conditions, related
to the performance of services, Company or Affiliate performance or otherwise,
as the Committee may determine. Any such Risk of Forfeiture may be waived, or
the Restriction Period shortened, at any time by the Committee on such basis as
it deems appropriate.

      (e) Rights Pending Lapse of Risk of Forfeiture or Forfeiture of Award.
Except as otherwise provided in the Plan, at all times prior to lapse of any
Risk of Forfeiture applicable to, or forfeiture of, an Award of Restricted
Stock, the Participant shall have all of the rights of a stockholder of the
Company, including the right to vote the shares, and the right to receive any
dividends with respect to the shares of Restricted Stock. The Committee, as
determined at the time of Award, may permit or require the payment of cash
dividends to be deferred and, if the Committee so determines, reinvested in
additional Restricted Stock to the extent shares are available under Section 4.
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                                      -8-


      (f) Effect of Termination of Employment or Association. Unless otherwise
determined by the Committee at or after grant and subject to the applicable
provisions of the Award Agreement, upon termination of a Participant's
employment or other association with the Company and its Affiliates for any
reason during the Restriction Period, all shares of Restricted Stock still
subject to Risk of Forfeiture shall be forfeited or subject to the Company's
right of repurchase (as determined from the form of the Risk of Forfeiture);
provided, however, that military, sick or other bona fide leave shall not be
deemed a termination of employment or other association, if it does not exceed
the longer of ninety (90) days or the period during which the absent
Participant's reemployment rights, if any, are guaranteed by statute or by
contract.

      (g) Lapse of Restrictions. If and when the Restriction Period expires
without a prior forfeiture of the Restricted Stock, the certificates for such
shares shall be delivered to the Participant promptly if not theretofore so
delivered.

      7.3. Stock Grants. Stock Grants shall be awarded solely in recognition of
significant contributions to the success of the Company or its Affiliates, in
lieu of compensation otherwise already due and in such other limited
circumstances as the Committee deems appropriate. Stock Grants shall be made
without forfeiture conditions of any kind.

      7.4. Awards to Participants Outside the United States. The Committee may
modify the terms of any Award under the Plan granted to a Participant who is, at
the time of grant or during the term of the Award, resident or primarily
employed outside of the United States in any manner deemed by the Committee to
be necessary or appropriate in order that such Award shall conform to laws,
regulations, and customs of the country in which the Participant is then
resident or primarily employed, or so that the value and other benefits of the
Award to the Participant, as affected by foreign tax laws and other restrictions
applicable as a result of the Participant's residence or employment abroad,
shall be comparable to the value of such an Award to a Participant who is
resident or primarily employed in the United States. An Award may be modified
under this Section 7.4 in a manner that is inconsistent with the express terms
of the Plan, so long as such modifications will not contravene any applicable
law or regulation.

      8.    Adjustments for Corporate Actions

      8.1. Stock Dividend, Etc. In the event of any distribution on Stock
payable in Stock or any split-up or contraction in the number of shares of Stock
after the date of an Award Agreement evidencing an Award, the
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                                      -9-


remaining number of shares of Stock subject to such Award and the price to be
paid for any share subject to the Award, if any, shall be proportionately
adjusted.

      8.2. Stock Reclassification. In the event of any reclassification or
change of outstanding shares of Stock, immediately thereafter (and subject to
further adjustment for subsequent events) any outstanding Award shall thereafter
relate to shares of stock or other securities equivalent in kind and value to
those shares which the Participant would have received if he or she had held of
record the full remaining number of shares of Stock subject to the Award
immediately prior to such reclassification or change.

      8.3. Consolidation or Merger. Subject to the remainder of this Section
8.3, in the event of any consolidation or merger of the Company with or into
another company or in case of any sale or conveyance to another company or
entity of the property of the Company as a whole or substantially as a whole,
immediately thereafter (and subject to further adjustment for subsequent events)
any outstanding Award shall thereafter relate to shares of stock or other
securities equivalent in kind and value to those shares and other securities the
Participant would have received if he or she had held of record the full
remaining number of shares of Stock subject to the Award immediately prior to
such consolidation, merger, sale or conveyance. However, unless any Award
Agreement evidencing the grant of an Option shall provide different or
additional terms, in any such transaction the Committee, in its discretion, may
provide instead that any outstanding Option shall terminate, to the extent not
exercised by the Optionee prior to termination, either (a) at the close of a
period of not less than ten (10) days specified by the Committee and commencing
on the Committee's delivery of written notice to the Optionee of its decision to
terminate such Option without payment of consideration as provided in the
following clause or (b) as of the date of the transaction, in consideration of
the Company's payment to the Optionee of an amount of cash equal to difference
between the aggregate Market Value of the shares of Stock for which the Option
is then exercisable and the aggregate exercise price for such shares under the
Option.

      8.4. Other. In the event of any corporate action not specifically covered
by the preceding Sections, including but not limited to an extraordinary cash
distribution on Stock, a corporate separation or other reorganization or
liquidation, the Committee may make such adjustment of outstanding Awards and
their terms, if any, as it, in its sole discretion, may deem equitable and
appropriate in the circumstances.

      8.5. Related Matters. Any adjustment in Awards made pursuant to this
Section 8 shall be determined and made, if at all, by the Committee and
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                                      -10-


shall include any correlative modification of terms, including of option
exercise prices, Risks of Forfeiture and applicable repurchase prices for
Restricted Stock, which the Committee may deem necessary or appropriate so as to
ensure the rights of the Participants in their respective Awards are not
substantially diminished nor enlarged as a result of the adjustment and
corporate action. No fraction of a share shall be purchasable or deliverable
upon exercise, but in the event any adjustment hereunder of the number of shares
covered by an Award shall cause such number to include a fraction of a share,
such number of shares shall be adjusted to the nearest smaller whole number of
shares. In the event of changes in the outstanding Stock by reason of any stock
dividend, split-up, contraction, reclassification, or change of outstanding
shares of Stock of the nature contemplated by this Section 8, the number and
kind of shares of Stock available for the purposes of the Plan as stated in
Section 4 shall be correspondingly adjusted.

      9.    Settlement of Awards

      9.1. Violation of Law. Notwithstanding any other provision of the Plan,
if, at any time, in the reasonable opinion of the Company, the issuance of
shares of Common Stock covered by an Award may constitute a violation of law,
then the Company may delay such issuance and the delivery of a certificate for
such shares until (i) approval shall have been obtained from such governmental
agencies, other than the Securities and Exchange Commission, as may be required
under any applicable law, rule, or regulation and (ii) in the case where such
issuance would constitute a violation of a law administered by or a regulation
of the Securities and Exchange Commission, one of the following conditions shall
have been satisfied:

      (a) the shares are at the time of the issue of such shares effectively
registered under the Act; or

      (b) the Company shall have received an opinion, in form and substance
satisfactory to the Company, from the Company's legal counsel to the effect that
the sale, transfer, assignment, pledge, encumbrance or other disposition of such
shares or such beneficial interest, as the case may be, does not require
registration under the Securities Act of 1933, as amended or any applicable
State securities laws.

      The Company shall make all reasonable efforts to bring about the
occurrence of said events.

      9.2. Execution of Stockholders' Agreement; Interpretation. If when Stock
is otherwise to be issued pursuant to an Award there is any existing
Stockholders Agreement, and the Committee has directed (whether at or after
grant) that the recipient of the Award become a party to such
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                                      -11-


Agreement as a condition of the Award, the Company shall be under no obligation
to issue such shares until such time as the recipient of the Award (and any
person who exercises any Option, in whole or in part), has become a party to and
bound by the Stockholders' Agreement. In the event of any conflict between the
provisions of this Plan and the provisions of the Stockholders' Agreement, the
provisions of the Stockholders' Agreement shall control, but insofar as possible
the provisions of the Plan and such Agreement shall be construed so as to give
full force and effect to all such provisions.

      9.3. Investment Representation. The Company shall be under no obligation
to issue any shares covered by any Award unless the shares to be issued pursuant
to Awards granted under the Plan have been effectively registered under the
Securities Act of 1933, as amended, or the Participant shall give a written
representation to the Company which is satisfactory in form and substance to its
counsel and upon which the Company may reasonably rely, that he or she is
acquiring the shares for his or her own account for the purpose of investment
and not with a view to, or for sale in connection with, the distribution of any
such shares.

      9.4. Registration. If the Company shall deem it necessary or desirable to
register under the Securities Act of 1933, as amended or other applicable
statutes any shares of Stock issued or to be issued pursuant to Awards granted
under the Plan, or to qualify any such shares of Stock for exemption from the
Securities Act of 1933, as amended or other applicable statutes, then the
Company shall take such action at its own expense. The Company may require from
each recipient of an Award, or each holder of shares of Stock acquired pursuant
to the Plan, such information in writing for use in any registration statement,
prospectus, preliminary prospectus or offering circular as is reasonably
necessary for such purpose and may require reasonable indemnity to the Company
and its officers and directors from such holder against all losses, claims,
damage and liabilities arising from such use of the information so furnished and
caused by any untrue statement of any material fact therein or caused by the
omission to state a material fact required to be stated therein or necessary to
make the statements therein not misleading in the light of the circumstances
under which they were made. In addition, the Company may require of any such
person that he or she agree that, without the prior written consent of the
Company or such managing underwriter, he or she will not sell, make any short
sale of, loan, grant any option for the purchase of, pledge or otherwise
encumber, or otherwise dispose of, any shares of Common Stock during the one
hundred-eighty (180) day period commencing on the effective date of the
registration statement relating to such underwritten public offering of
securities.
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                                      -12-


      9.5. Placement of Legends; Stop Orders; etc. Each share of Common Stock to
be issued pursuant to Awards granted under the Plan may bear a reference to the
investment representation made in accordance with Section 9.3 in addition to any
other applicable restriction under the Plan, the terms of the Award and if
applicable under the Stockholders' Agreement and to the fact that no
registration statement has been filed with the Securities and Exchange
Commission in respect to said Common Stock. All certificates for shares of
Common Stock or other securities delivered under the Plan shall be subject to
such stock transfer orders and other restrictions as the Committee may deem
advisable under the rules, regulations, and other requirements of any stock
exchange upon which the Common Stock is then listed, and any applicable Federal
or state securities law, and the Committee may cause a legend or legends to be
put on any such certificates to make appropriate reference to such restrictions.

      9.6. Tax Withholding. Whenever shares of Stock are issued or to be issued
pursuant to Awards granted under the Plan, the Company shall have the right to
require the recipient to remit to the Company an amount sufficient to satisfy
federal, state, local or other withholding tax requirements if, when, and to the
extent required by law (whether so required to secure for the Company an
otherwise available tax deduction or otherwise) prior to the delivery of any
certificate or certificates for such shares.

      The obligations of the Company under the Plan shall be conditional on
satisfaction of all such withholding obligations and the Company shall, to the
extent permitted by law, have the right to deduct any such taxes from any
payment of any kind otherwise due to the recipient of an Award.

      10.   Non-Transferability of Awards

      Except as otherwise provided in this Section, Awards shall not be
transferable, and no Award or interest therein may be sold, transferred,
pledged, assigned, or otherwise alienated or hypothecated, other than by will or
by the laws of descent and distribution. All of a Participant's rights in any
Award may be exercised during the life of the Participant only by the
Participant or the Participant's legal representative. However, the Committee
may, at or after the grant of an Award of a Nonstatutory Option or shares of
Restricted Stock, provide that such Award may be transferred by the recipient to
an immediate family member; provided, however, that any such transfer is without
payment of any consideration whatsoever, that no transfer of an Option shall be
valid unless first approved by the Committee, acting in its sole discretion, and
that any Restricted Stock so transferred shall remain subject to any applicable
restriction on transfer and Risk of Forfeiture. For this purpose, "immediate
family member" means an
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                                      -13-


individual's parents, siblings, spouse and issue, spouses of such issue and any
trust for the benefit of, or the legal representative of, any of the preceding
persons, or any partnership substantially all of the partners of which are one
or more of such persons or the Participant.

      11.   Reservation of Stock

      The Company shall at all times during the term of the Plan and any
outstanding Options granted hereunder reserve or otherwise keep available such
number of shares of Stock as will be sufficient to satisfy the requirements of
the Plan (if then in effect) and such Options and shall pay all fees and
expenses necessarily incurred by the Company in connection therewith.

      12.   Limitation of Rights in Stock; No Special Service Rights

      A Participant shall not be deemed for any purpose to be a stockholder of
the Company with respect to any of the shares of Stock issuable pursuant to an
Award, except to the extent that, in the case of an Option, the Option shall
have been exercised with respect thereto and, in addition, a certificate shall
have been issued therefor and delivered to the Participant or his agent. Any
Stock to be issued pursuant to Awards granted under the Plan shall be subject to
all restrictions upon the transfer thereof which may be now or hereafter imposed
by the Certificate of Incorporation and the By-laws of the Company. Nothing
contained in the Plan or in any Award Agreement shall confer upon any recipient
of an Award any right with respect to the continuation of his or her employment
or other association with the Company (or any Affiliate), or interfere in any
way with the right of the Company (or any Affiliate), subject to the terms of
any separate employment or consulting agreement or provision of law or corporate
articles or by-laws to the contrary, at any time to terminate such employment or
consulting agreement or to increase or decrease, or otherwise adjust, the other
terms and conditions of the recipient's employment or other association with the
Company and its Affiliates.

      13.   Nonexclusivity of the Plan

      Neither the adoption of the Plan by the Board nor the submission of the
Plan to the shareholders of the Company shall be construed as creating any
limitations on the power of the Board to adopt such other incentive arrangements
as it may deem desirable, including without limitation, the granting of stock
options and restricted stock other than under the Plan, and such arrangements
may be either applicable generally or only in specific cases.
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                                      -14-


      14.   Termination and Amendment of the Plan

      The Board may at any time terminate the Plan or make such modifications of
the Plan as it shall deem advisable. No termination or amendment of the Plan
may, without the consent of any recipient of an Award granted hereunder,
adversely affect the rights of such recipient under such Award.

      The Committee may amend the terms of any Award theretofore granted,
prospectively or retroactively, provided as amended such Award is consistent
with the terms of the Plan, but no such amendment shall impair the rights of the
recipient of such Award without his or her consent.

      15.   Notices and Other Communications

      Any notice, demand, request or other communication hereunder to any party
shall be deemed to be sufficient if contained in a written instrument delivered
in person or duly sent by first class registered, certified or overnight mail,
postage prepaid, or telecopied with a confirmation copy by regular, certified or
overnight mail, addressed or telecopied, as the case may be, (i) if to the
recipient of an Award, at his or her residence address last filed with the
Company and (ii) if to the Company, at its principal place of business,
addressed to the attention of its Treasurer, or to such other address or
telecopier number, as the case may be, as the addressee may have designated by
notice to the addressor. All such notices, requests, demands and other
communications shall be deemed to have been received: (i) in the case of
personal delivery, on the date of such delivery; (ii) in the case of mailing,
when received by the addressee; and (iii) in the case of facsimile transmission,
when confirmed by facsimile machine report.

      16.   Governing Law

      The Plan and all Award Agreements and actions taken thereunder shall be
governed, interpreted and enforced in accordance with the laws of the
Commonwealth of Massachusetts, without regard to the conflict of laws principles
thereof.

                                *    *    *

      The following does not form part of this Plan but is included solely for
informational purposes:

Date of Board Approval: February 28, 2000
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                                      -15-


Date of Shareholder Approval: February 28, 2000