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                                                                   EXHIBIT 10.45
                NON-QUALIFIED OPTION AND SHAREHOLDERS AGREEMENT

     This Non-Qualified Option and Shareholders Agreement (the "Agreement") is
made as of the fifteenth day of December, 1999 (the "Grant Date") between ZEFER
Corp. ("ZEFER" or the "Company") and Masood Jabbar ("Optionee"), residing at the
address that appears on the signature page of this Agreement.

                              W I T N E S E T H:

     The Company hereby grants to Optionee an option (the "Option") to purchase
30,000 shares ("Shares") of its common stock, par value $.001 per share ("Common
Stock"), at $5.00 per Share (the "Option Price"). Optionee may exercise this
Option, subject to the vesting requirements set forth in Section 1 of this
Agreement, until the tenth anniversary of the Grant Date (the "Final Exercise
Date"). After the Final Exercise Date, this Option shall be null and void. This
Option is not intended to qualify as an "incentive stock option" under Section
422 of the Internal Revenue Code. This Option is subject to the following terms
and conditions:

     1.   Vesting and Exercisability. On each anniversary of the Grant Date,
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twenty-five percent (25%) of the Shares covered by the Option shall vest and
become exercisable by Optionee; provided, however, that Optionee may not
exercise any portion of this Option prior to the earlier of (i) June 30, 2005 or
(ii) the effective date of the Company's first registration statement under the
Securities Act of 1933 covering the offer and sale of Common Stock. Shares that
have vested and become exercisable under the Option may be exercised by Optionee
only during either (i) the period in which Optionee is a director or employee
of, or consultant to, the Company, or (ii) the three month period immediately
following the date of termination of Optionee's foregoing relationship with the
Company. Notwithstanding the foregoing, Optionee may not exercise this Option or
any portion of the Option after the Final Exercise Date, or in the event that
Optionee is terminated for "Cause" in accordance with Section 6 of this
Agreement.

     2.   Transfer Restrictions. This Option is not transferable except that, in
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the event of Optionee's death, the vested portion of this Option that has become
exercisable may be exercised, prior to the Final Exercise Date, by the executor
or administrator of Optionee's estate or Optionee's distributee during the one-
year period commencing on the date of Optionee's death.

     3.   Payment on Exercise of Option. Any vested portion of this Option that
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has become exercisable may be exercised at the office of the Company in Boston,
Massachusetts (or at such other location as determined by the Company) by giving
written notice to ZEFER (Attention: Stock Option Plan Administrator) of the
exercise of such vested portion of this Option. The Option Price for the Shares
that are the subject of the exercise may be paid by delivery of cash, certified
check, bank draft or money order. In addition, at any time that the Common Stock
is registered under Section 12 of the Securities Exchange Act of 1934, the
Option Price may be paid by (i) delivering shares of Company stock (which, if
acquired directly from the Company, shall have been held for at least six
months, unless the Stock Option Plan Administrator approves a shorter period)
with a fair market value equal to the Option Price for the Shares that Optionee
is exercising; (ii) delivery of an unconditional undertaking by a broker to
deliver the Option Price immediately following a sale of the Shares that are the
subject of the exercise; or (iii) any combination of the foregoing permissible
forms of payment. In the event that any portion of this Option is exercised by
the executor or administrator of Optionee's estate, Optionee's personal
representative or distributee, the Company shall be under no obligation to
deliver Shares hereunder unless and until the Company is satisfied as to the
authority of the person or persons
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exercising such portion of this Option. The value of any share of Common Stock
delivered in payment of the Option Price shall be the closing price of the
Common Stock on the principal market in which it is traded on the day before the
date of exercise (the "Market Price").

     4.   Issuance of Shares. Upon the exercise of this Option for all or any
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part of the Shares, the Company shall issue and deliver to Optionee a
certificate or certificates representing the number of Shares for which the
Option was exercised.

     5.   Employment. The grant of this option shall not affect the Company's
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right to discharge Optionee or constitute an agreement of employment between
Optionee and the Company.

     6.   Certain Forfeitures upon Termination for Cause. Notwithstanding the
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provisions of Section 1 or any other provision of this Agreement, if Optionee's
relationship with the Company is terminated for Cause, Optionee shall forfeit
this Option immediately, whether or not vested and whether or not exercisable,
and this Option shall be null and void. As used in this Agreement, "Cause" shall
be defined as (i) Optionee's willful failure to perform, or gross negligence in
the performance of, his duties and responsibilities to the Company; (ii) fraud,
embezzlement or other material dishonesty with respect to the Company; or (iii)
conviction of, or plea of nolo contendere to, a felony or other crime involving
moral turpitude.

     7.   Stockholder Agreements and Holdback Agreements.
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          7.1  Agreement to sign Stockholders Agreement. If, at the time that a
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portion or all of a portion of this Option is exercised, the Company is a party
to any agreement affecting all or substantially all of the outstanding shares of
Common Stock, such portion or all of this Option may be exercised only if the
Shares so acquired are made subject to the provisions of such agreement.

          7.2  Holdback Agreement. In connection with any underwritten public
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offering, if requested by the Company and the managing underwriter, Optionee
hereby agrees not to effect any public sale or distribution of any shares of
Common Stock, nor engage in any transaction that would be reasonably likely to
result in a public sale or distribution of securities of the same class as the
Stock for a specified period of time (not to exceed 180 days for the Company's
initial public offering and 90 days for all other offerings) following the
effective date of the registration statement for the offering (the "Holdback
Period"). Such agreement shall be in writing in a form satisfactory to the
Company and the managing underwriter. The Company may impose stop-transfer
instructions with respect to the Shares or other securities subject to the
foregoing restriction until the end of the Holdback Period.

     8.   Legend; Purchase for Investment. Optionee covenants that any Shares
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acquired pursuant to the exercise of any portion of this Option shall be
acquired for investment and not with a view towards the distribution thereof,
that the Shares may not be transferred, except to the extent permitted hereunder
and in compliance with applicable federal and state securities laws, and that
unless the exercise of this Option is covered by an effective registration
statement under the Securities Act of 1933 the Shares will bear a restrictive
legend, the content of which shall be substantially as follows:

     "THE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
     AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD,
     TRANSFERRED OR OTHERWISE DISPOSED OF WITHOUT REGISTRATION UNDER OR OTHER
     COMPLIANCE WITH THAT ACT AND THOSE LAWS AND THE RULES AND REGULATIONS
     ADOPTED THEREUNDER."

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     9.   Notices. All notices required or permitted to be given to Optionee
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hereunder shall be deemed to have been duly given when sent by registered or
certified mail, return receipt requested, to Optionee's address set forth below
or to such other address of which notice shall have been given to the Company in
accordance with this sentence.

     10.  Binding Effect; Successors and Assigns.
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          (a)  This Agreement shall be binding upon and inure to the benefit of
the parties and their successors, assigns, heirs, executors and legal
representatives.

          (b)  This Agreement may not be modified, amended or changed, except by
a written instrument executed by the parties.

     11.  Specific Performance. As the Shares cannot be readily purchased or
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sold in the open market, and the parties desire to impose certain restrictions
on transfer of the Shares, the parties agree that any damage available at law
for a breach of this Agreement would not be an adequate remedy, and irreparable
damage will result if this Agreement is not specifically enforced. Therefore,
the provisions hereof and the obligations of the parties hereunder shall be
enforceable in a court of equity, or other tribunal having jurisdiction, by a
decree of specific performance, and appropriate injunctive relief may be applied
for and granted in connection therewith. Such remedies and all other remedies
provided in this Agreement shall, however, be cumulative and not exclusive and
shall be in addition to any other remedies which any party may have under this
Agreement.

     12.  Severability. Any provision of this Agreement which is prohibited or
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unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction. To the extent permitted by applicable law, the parties
hereby waive any provision of law which renders any provision hereof prohibited
or unenforceable in any respect.

     13.  Law Governing. This Agreement shall be construed both as to validity
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and performance in accordance with, and governed by, the law of the Commonwealth
of Massachusetts (without regard to any rules of conflicts of laws that would
look to the laws of any other jurisdiction).

     14.  No Waiver. No course of dealing and no delay on the part of any party
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in exercising any right, power or remedy conferred by this Agreement shall
operate as a waiver thereof or otherwise prejudice such party's rights, powers
and remedies. No single or partial exercise of any rights, powers or remedies
conferred by this Agreement shall preclude any other or further exercise thereof
or the exercise of any other right, power or remedy.

     15.  No Oral Agreements or Understandings. Optionee acknowledges that this
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Agreement constitutes the only agreement or understanding that Optionee has with
the Company respecting such Optionee's right to receive an award of equity
ownership of the Company.

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     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first hereinabove written.



Company:                                  Optionee:
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ZEFER CORP.                               MASOOD JABBAR


By:________________________________       _______________________________
   A duly authorized representative       Address:

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