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                                                                    EXHIBIT 10.2

                                  ZEFER CORP.

                            1999 STOCK OPTION PLAN


1.   PURPOSE

     The purpose of this Stock Option Plan (the "Plan") is to advance the
interests of ZEFER Corp. and its subsidiaries (together, the "Company") by
enhancing the ability of the Company to complete acquisitions and attract and
retain employees, consultants or advisers who are in a position to make
significant contributions to the success of the Company, to reward them for
their contributions and to encourage them to take into account the long-term
interests of the Company.

     The Plan provides for the award of options to purchase shares of the
Company's common stock ("Stock").  Options granted pursuant to the Plan will be
non-incentive options.


2.   ELIGIBILITY FOR AWARDS

     Persons eligible to receive awards under the Plan shall be all employees,
consultants and advisers of businesses or entities that the Company acquires
who, in the opinion of the Board of Directors of the Company (the "Board"), are
in a position to make a significant contribution to the success of the Company.
Persons selected for awards under the Plan are referred to herein as
"participants."  It is intended that the options hereunder be issued only to
employees of or consultants to businesses acquired by the Company.


3.   ADMINISTRATION

     The Plan shall be administered by the Board.  The Board shall have
authority, not inconsistent with the express provisions of the Plan, (a) to
grant awards consisting of options to such participants as the Board may select;
(b) to determine the time or times when awards shall be granted and the number
of shares of Stock subject to each award; (c) to determine the terms and
conditions of each award; (d) to prescribe the form or forms of any instruments
evidencing awards and any other instruments required under the Plan and to
change such forms from time to time; (e) to adopt, amend and rescind rules and
regulations for the administration of the Plan; and (f) to interpret the Plan
and to decide any questions and settle all controversies and disputes that may
arise in connection with the Plan.  Such determinations of the Board shall be
conclusive and shall bind all parties.  Subject to Section 8, the Board shall
also have the authority, both generally and in particular instances, to waive
compliance by a participant with any obligation to be performed by the
participant under an award, to waive any condition or provision of an award, and
to amend or cancel any award (and if an award is canceled, to grant a new award
on such terms as the Board shall specify) except that the Board may not take any
action with respect to an
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outstanding award that would adversely affect the rights of the participant
under such award without such participant's consent. Nothing in the preceding
sentence shall be construed as limiting the power of the Board to make
adjustments required by Section 5(c) and Section 6(i).

     The Board may, in its discretion, delegate some or all of its powers with
respect to the Plan to a committee (the "Committee"), in which event all
references in this Plan (as appropriate) to the Board shall be deemed to refer
to the Committee.  The Committee, if one is appointed, shall consist of at least
two directors.  A majority of the members of the Committee shall constitute a
quorum, and all determinations of the Committee shall be made by a majority of
its members.  Any determination of the Committee under the Plan may be made
without notice or meeting of the Committee by a writing signed by a majority of
the Committee members.


4.   EFFECTIVE DATE AND TERM OF PLAN

     The Plan shall become effective on the date on which it is approved by the
Board.

     No options shall be granted under the Plan after the completion of ten
years from the date on which the Plan was adopted by the Board, but options
granted on or before the completion of such ten-year period may extend beyond
that date.


5.   SHARES SUBJECT TO THE PLAN

     (a)  Number of Shares.  Subject to adjustment as provided in Section 5(c),
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the aggregate number of shares of Stock that may be delivered upon the exercise
of options granted under the Plan shall be 1,500,000.  For purposes of the
preceding sentence, the following shares of Stock shall not be considered to
have been delivered under the Plan and shall be available for future grants
within the limits set forth in this Section 5(a):  (i)  shares of Stock
remaining under an option that terminates without having been exercised in full
and (ii) shares of Stock held back, in satisfaction of the exercise price or tax
withholding requirements, from shares that would otherwise have been delivered
pursuant to an option.

     (b)  Shares to be Delivered.  Shares delivered under the Plan shall be
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authorized but unissued Stock or, if the Board so decides in its sole
discretion, previously issued Stock acquired by the Company and held in its
treasury.  No fractional shares of Stock shall be delivered under the Plan.

     (c)  Changes in Stock.  In the event of a stock dividend, stock split or
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combination of shares, recapitalization or other change in the Company's capital
stock, the number and kind of shares of Stock subject to options then
outstanding or subsequently granted under the Plan, the exercise price of such
options, the maximum number of shares of Stock that may be delivered

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under the Plan, and other relevant provisions shall be appropriately adjusted by
the Board, whose determination shall be binding on all persons.

     The Board may also adjust the number of shares subject to outstanding
options and the exercise price and the terms of outstanding options to take into
consideration material changes in accounting practices or principles,
extraordinary dividends, consolidations or mergers (except those described in
Section 6(i)), acquisitions or dispositions of stock or property or any other
event if it is determined by the Board that such adjustment is appropriate to
avoid distortion in the operation of the Plan.


6.   TERMS AND CONDITIONS OF OPTIONS

     (a)  Exercise Price of Options.  The exercise price of each option shall be
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determined by the Board, but the exercise price, in the case of an original
issue of Stock, shall not be less than par value.

     (b)  Duration of Options.  Options shall be exercisable during such period
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or periods as the Board may specify.  The latest date on which an option may be
exercised (the "Final Exercise Date") shall be the date that is ten years from
the date the option was granted unless the Board specifies another date either
at the time the option is granted or at any time thereafter.

     (c)  Exercise of Options.  Options shall become exercisable at such time or
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times and upon such conditions as the Board shall specify.  In the case of an
option not immediately exercisable in full, the Board may at any time accelerate
the time at which all or any part of the option may be exercised.

          (1)  Options may be exercised only in writing.  Written notice of
     exercise must be signed by the proper person and furnished to the Company,
     together with (i) such documents as the Board may require and (ii) payment
     in full as specified below in Section 6(d) for the number of shares for
     which the option is exercised.

          (2)  The delivery of Stock upon the exercise of an option shall be
     subject to compliance with (i) applicable federal and state laws and
     regulations, (ii) if the outstanding Stock is at the time listed on any
     stock exchange, the listing requirements of such exchange, and (iii)
     Company counsel's approval of all other legal matters in connection with
     the issuance and delivery of such Stock.  If the sale of Stock has not been
     registered under the Securities Act of 1933, the Company may require, as a
     condition to exercise of the option, such representations or agreements as
     counsel for the Company may consider appropriate to avoid violation of such
     Act and may require that the certificates evidencing such Stock bear an
     appropriate legend restricting transfer.

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          (3)  The Board shall have the right to require that the participant
     exercising the option remit to the Company an amount sufficient to satisfy
     any federal, state, or local withholding tax requirements (or make other
     arrangements satisfactory to the Company with regard to such taxes) prior
     to the delivery of any Stock pursuant to the exercise of the option.  If
     permitted by the Board, either at the time of the grant of the option or at
     the time of exercise, the participant may elect, at such time and in such
     manner as the Board may prescribe, to satisfy such withholding obligation
     by (i) delivering to the Company Stock (which in the case of Stock acquired
     from the Company shall have been owned by the participant for at least six
     months prior to the delivery date) having a fair market value equal to such
     withholding obligation, or (ii) requesting that the Company withhold from
     the shares of Stock to be delivered upon the exercise a number of shares of
     Stock having a fair market value equal to the minimum amount of such
     withholding obligation.

          (4)  If an option is exercised by the executor or administrator of a
     deceased participant, or by the person or persons to whom the option has
     been transferred by the participant's will or the applicable laws of
     descent and distribution, the Company shall be under no obligation to
     deliver Stock pursuant to such exercise until the Company is satisfied as
     to the authority of the person or persons exercising the option.

     (d)  Payment for and Delivery of Stock.  Stock purchased upon exercise of
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an option under the Plan shall be paid for as follows:

          (1)  in cash or by certified check, bank draft or money order payable
     to the order of the Company; or

          (2)  if so permitted by the Board, (A) through the delivery of shares
     of Stock (which, in the case of Stock acquired from the Company, shall have
     been held for at least six months prior to delivery) having a fair market
     value on the last business day preceding the date of exercise equal to the
     purchase price or (B) by delivery of a promissory note of the participant
     to the Company, such note to be payable on such terms as are specified by
     the Board or (C) if the Stock is then registered under Section 12 of the
     Securities Exchange Act of 1934, by delivery of an unconditional and
     irrevocable undertaking by a broker to deliver promptly to the Company
     sufficient funds to pay the exercise price or (D) by any combination of the
     permissible forms of payment; provided, that if the Stock delivered upon
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     exercise of the option is an original issue of Stock, at least so much of
     the exercise price as represents the par value of such Stock shall be paid
     other than by a personal check or promissory note of the person exercising
     the option.

     (e)  Rights as Shareholder.  A participant shall not have the rights of a
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shareholder with regard to awards under the Plan except as to Stock actually
received by the participant under the Plan.

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     (f)  Nontransferability of Awards.  Except as the Board may otherwise
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determine, no  option may be transferred other than by will or by the laws of
descent and distribution, and during a participant's lifetime an option may be
exercised only by the participant.

     (g)  Death.  If a participant dies, each option held by the participant
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immediately prior to death may be exercised, to the extent it was exercisable
immediately prior to death, by the participant's executor or administrator or by
the person or persons to whom the option is transferred by will or the
applicable laws of descent and distribution, at any time within the one-year
period (or such longer or shorter period as the Board may determine) beginning
with the date of the participant's death but in no event beyond the Final
Exercise Date.  Except as the Board may otherwise determine, all options held by
a participant immediately prior to death that are not then exercisable shall
terminate on the date of death.

     (h)  Termination of Service Other Than By Death.  If an employee's
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employment with the Company terminates for any reason other than by death,
unless the Board shall otherwise determine, all options held by the employee
that are not then exercisable shall terminate.  Options that are exercisable on
the date employment terminates shall continue to be exercisable for a period of
three months (or such longer period as the Board may determine) unless the
employee was discharged for cause that in the opinion of the Board casts such
discredit on the employee as to justify termination of the employee's options.
After completion of the post-termination exercise period, such options shall
terminate to the extent not previously exercised, expired or terminated.  For
purposes of this Section 6(h), employment shall not be considered terminated (i)
in the case of sick leave or other bona fide leave of absence approved for
purposes of the Plan by the Board, so long as the employee's right to
reemployment is guaranteed either by statute or by contract, or (ii) in the case
of a transfer of employment between the Company and a subsidiary or between
subsidiaries, or to the employment of a corporation (or a parent or subsidiary
corporation of such corporation) issuing or assuming an option.

     In the case of a participant who is not an employee, provisions relating to
the exercisability of options following termination of service shall be
specified in the award.  If not so specified, all options held by such
participant that are not then exercisable shall terminate upon termination of
service.  Options that are exercisable on the date the participant's service as
a director, consultant or adviser terminates shall continue to be exercisable
for a period of three months (or such longer period as the Board may determine,
but in no event beyond the Final Exercise Date) unless the director, consultant
or adviser was terminated for cause that in the opinion of the Board casts such
discredit on him or her as to justify termination of his or her options.  After
completion of the post-termination exercise period, such options shall terminate
to the extent not previously exercised, expired or terminated.

     (i)  Mergers, etc. etc.  In the event of a consolidation or merger in which
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the Company is not the surviving corporation or which results in the acquisition
of substantially all the Company's outstanding Stock by a single person or
entity or by a group of persons and/or entities acting in concert, or in the
event of the sale or transfer of substantially all the Company's assets

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(each, a "covered transaction"), all outstanding Options shall terminate upon
the completion of the covered transaction. Before the completion of the covered
transaction, the Board may take any of the following actions:

     (a)  provide that one or more of the outstanding Options shall become
     exercisable immediately prior to completion of the covered transaction;

     (b)  subject to completion of the covered transaction, if there is a
     surviving or acquiring corporation, arrange for the assumption of the
     Options or the grant to participants of replacement options by that
     corporation or an affiliate of that corporation, which awards in the case
     of incentive options shall satisfy the requirements of section 424(a) of
     the Internal Revenue Code (the "Code");

     (c)  make a cash payment in settlement of one or more of the outstanding
     Options in an amount equal to the difference between the exercise price of
     the Option and the consideration per share of Stock being received in the
     covered transaction;

     (d)  provide for none of, or any combination of, the foregoing.


7.   EMPLOYMENT RIGHTS

     Neither the adoption of the Plan nor the grant of options shall confer upon
any participant any right to continue as an employee or director of, or
consultant or adviser to, the Company or any parent or affect in any way the
right of the Company or parent to terminate the options at any time.  Except as
specifically provided by the Board in any particular case, the loss of existing
or potential profit in options granted under this Plan shall not constitute an
element of damages in the event of termination of the relationship of a
participant even if the termination is in violation of an obligation of the
Company to the participant by contract or otherwise.


8.   EFFECT, DISCONTINUANCE, CANCELLATION, AMENDMENT AND TERMINATION

     Neither adoption of the Plan nor the grant of options to a participant
shall affect the Company's right to grant options to such participant that are
not subject to the Plan, to issue to such participant Stock as a bonus or
otherwise, or to adopt other plans or arrangements under which Stock may be
issued.

     The Board may at any time discontinue granting options under the Plan.
With the consent of the participant, the Board may at any time cancel an
existing option in whole or in part and grant another option for such number of
shares as the Board specifies.  The Board may at any time or times amend the
Plan or any outstanding option for the purpose of satisfying the

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requirements of the Code or of any changes in applicable laws or regulations or
for any other purpose that may at the time be permitted by law, or may at any
time terminate the Plan as to further grants of awards, but no such amendment
shall adversely affect the rights of any participant (without the participant's
consent) under any option previously granted.

9.   GOVERNING LAW.

     This Plan shall be governed by, construed and enforced in accordance with
the laws of The Commonwealth of Massachusetts.

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