<PAGE>

                                                                    EXHIBIT 10.1
                                  ZEFER CORP.

                              1999 INCENTIVE PLAN


     1.   DEFINED TERMS

     Exhibit A, which is incorporated by reference, defines the terms used in
the Plan and sets forth certain operational rules related to those terms.


     2.   GENERAL

     The Plan has been established to advance the interests of the Company by
giving selected Employees, directors and other persons (including both
individuals and entities) who provide services to the Company or its Affiliates
Stock-based incentives or incentives based on Performance Criteria.

     The Plan shall become effective on the date on which it is approved by the
shareholders of the Company.  Grants of Awards under the Plan may be made prior
to that date (but contemporaneous with or after Board adoption of the Plan),
subject to approval of the Plan by such shareholders.


     3.   ADMINISTRATION

     The Administrator has discretionary authority, subject only to the express
provisions of the Plan, to interpret the Plan; determine eligibility for and
grant Awards; determine, modify or waive the terms and conditions of any Award;
prescribe forms, rules and procedures (which it may modify or waive); and
otherwise do all things necessary to carry out the purposes of the Plan.  Once
an Award has been communicated in writing to a Participant, the Administrator
may not, without the Participant's consent, alter the terms of the Award so as
to affect adversely the Participant's rights under the Award, unless the
Administrator expressly reserved the right to do so in writing at the time of
such communication.  In the case of any Award intended to be eligible for the
performance-based compensation exception under Section 162(m), the Administrator
shall exercise its discretion consistent with qualifying the Award for such
exception.

                                      -1-
<PAGE>

     4.   LIMITS ON AWARD UNDER THE PLAN

          a.   Number of Shares.  A maximum of 1,500,000 shares of Stock may be
               ----------------
delivered in satisfaction of Awards under the Plan.   For purposes of the
preceding sentence, the following shares shall not be considered to have been
delivered under the Plan:  (i)  shares remaining under an Award that terminates
without having been exercised in full;  (ii) shares subject to an Award, where
cash is delivered to a Participant in lieu of such shares; (iii)  shares of
Restricted Stock that are forfeited in accordance with the terms of the
applicable Award; and (iv) shares held back, in satisfaction of the exercise
price or tax withholding requirements, from shares that would otherwise have
been delivered pursuant to an Award.   The number of shares of Stock delivered
under an Award shall be determined net of any previously acquired Shares
tendered by the Participant in payment of the exercise price or of withholding
taxes.

          b.   Type of Shares.  Stock delivered by the Company under the Plan
               --------------
may be authorized but unissued Stock or previously issued Stock acquired by the
Company and held in treasury. No fractional shares of Stock will be delivered
under the Plan.

          c.   Option Limits.  The maximum number of shares of Stock for which
               -------------
Stock Options may be granted to any person in any calendar year and the
aggregate maximum number of shares of Stock subject to other Awards that may be
delivered to any person in any calendar year shall each be 750,000.  For
purposes of the preceding sentence, the repricing of a Stock Option shall be
treated as a new grant to the extent required under Section 162(m).  Subject to
these limitations, each person eligible to participate in the Plan shall be
eligible in any year to receive Awards covering up to the full number of shares
of Stock then available for Awards under the Plan.

          d.   Other Award Limits.  No more than $1,000,000 may be paid to any
               ------------------
individual with respect to any Cash Performance Award.  In applying the
limitation of the preceding sentence:  (A) multiple Cash Performance Awards to
the same individual that are determined by reference to performance periods of
one year or less ending with or within the same fiscal year of the Company shall
be subject in the aggregate to one limit of such amount, and (B) multiple Cash
Performance Awards to the same individual that are determined by reference to
one or more multi-year performance periods ending in the same fiscal year of the
Company shall be subject in the aggregate to a separate limit of such amount.
With respect to any Performance Award other than a Cash Performance Award or a
Stock Option, the maximum Award opportunity shall be 750,000 shares of Stock or
their equivalent value in cash, subject to the limitations of Section 4.c.

                                      -2-
<PAGE>

     5.   ELIGIBILITY AND PARTICIPATION

     The Administrator will select Participants from among those key Employees,
directors and other individuals or entities providing services to the Company or
its Affiliates who, in the opinion of the Administrator, are in a position to
make a significant contribution to the success of the Company and its
Affiliates.  Eligibility for ISOs is further limited to those individuals whose
employment status would qualify them for the tax treatment described in Sections
421 and 422 of the Code.


     6.   RULES APPLICABLE TO AWARDS

          a.   All Awards

               (1)  Terms of Awards.  The Administrator shall determine the
                    ---------------
terms of all Awards subject to the limitations provided herein.

               (2)  Performance Criteria.  Where rights under an Award depend in
                    --------------------
whole or in part on satisfaction of Performance Criteria, actions by the Company
that have an effect, however material, on such Performance Criteria or on the
likelihood that they will be satisfied will not be deemed an amendment or
alteration of the Award.

               (3)  Alternative Settlement.  The Company may at any time
                    ----------------------
extinguish rights under an Award in exchange for payment in cash, Stock (subject
to the limitations of Section 4) or other property on such terms as the
Administrator determines.

               (4)  Transferability Of Awards.  Except as the Administrator
                    -------------------------

otherwise expressly provides, Awards may not be transferred other than by will
or by the laws of descent and distribution, and during a Participant's lifetime
an Award requiring exercise may be exercised only by the Participant (or in the
event of the Participant's incapacity, the person or persons legally appointed
to act on the Participant's behalf).

               (5)  Vesting, Etc.   The Administrator may determine the time or
                    -------------
times at which an Award will vest (i.e., become free of forfeiture restrictions)
or become exercisable and the terms on which an Award requiring exercise will
remain exercisable. Unless the Administrator expressly provides otherwise,
immediately upon the cessation of the Participant's employment or other service
relationship with the Company and its Affiliates, an Award requiring exercise
will cease to be exercisable, and all Awards to the extent not already fully
vested will be forfeited, except that:

                    (a)  all Stock Options held by a Participant immediately
prior to his or her death, to the extent then exercisable, will remain
exercisable by such Participant's executor or administrator or the person or
persons to whom the Stock Option is transferred by

                                      -3-
<PAGE>

will or the applicable laws of descent and distribution, for the lesser of (i) a
one year period ending with the first anniversary of the Participant's death or
(ii) the period ending on the latest date on which such Stock Option could have
been exercised without regard to this Section 6.a.(5) and shall thereupon
terminate;

                    (b)  all Stock Options held by the Participant immediately
prior to the cessation of the Participant's employment or other service
relationship for reasons other than death and except as provided in Section
6.a.5(c) below, to the extent then exercisable, will remain exercisable for the
lesser of (i) a period of three months or (ii) the period ending on the latest
date on which such Stock Option could have been exercised without regard to this
Section 6.a.(5), and shall thereupon terminate; and

                    (c)  all Stock Options held by the Participant whose
cessation of employment or other service relationship is determined by the
Administrator in its sole discretion to result for reasons which cast such
discredit on the Participant as to justify immediate termination of the Award
shall immediately terminate upon such cessation.

Unless the Administrator expressly provides otherwise, a Participant's
"employment or other service relationship with the Company and its Affiliates"
will be deemed to have ceased, in the case of an employee Participant, upon
termination of the Participant's employment with the Company and its Affiliates
(whether or not the Participant continues in the service of the Company or its
Affiliates in some capacity other than that of an employee of the Company or its
Affiliates), and in the case of any other Participant, when the service
relationship in respect of which the Award was granted terminates (whether or
not the Participant continues in the service of the Company or its Affiliates in
some other capacity).

               (6)  Taxes.    The Administrator will make such provision for the
                    -----
withholding of taxes as it deems necessary. The Administrator may, but need not,
hold back shares of Stock from an Award or permit a Participant to tender
previously owned shares of Stock in satisfaction of tax withholding
requirements.

               (7)  Dividend Equivalents, Etc.  The Administrator may provide
                    -------------------------
for the payment of amounts in lieu of cash dividends or other cash distributions
with respect to Stock subject to an Award.

               (8)  Rights Limited.  Nothing in the Plan shall be construed as
                    ---------------
giving any person the right to continued employment or service with the Company
or its Affiliates, or any rights as a shareholder except as to shares of Stock
actually issued under the Plan. The loss of existing or potential profit in
Awards will not constitute an element of damages in the event of termination of
employment or service for any reason, even if the termination is in violation of
an obligation of the Company or Affiliate to the Participant.

               (9)  Section 162(m).  In the case of an Award intended to be
                    --------------
eligible for the performance-based compensation exception under Section 162(m),
the Plan and such Award

                                      -4-
<PAGE>

shall be construed to the maximum extent permitted by law in a manner consistent
with qualifying the Award for such exception. In the case of a Performance Award
intended to qualify as performance-based for the purposes of Section 162(m)
(other than a Stock Option with an exercise price at least equal to the fair
market value of the underlying Stock on the date of grant), the Committee shall
in writing preestablish one or more specific Performance Criteria no later than
90 days after the commencement of the period of service to which the performance
relates (or at such earlier time as is required to qualify the Award as
performance-based under Section 162(m)). Prior to payment of any Performance
Award (other than a Stock Option with an exercise price at least equal to the
fair market value of the underlying Stock on the date of grant) intended to
qualify as performance-based under Section 162(m), the Committee shall certify
whether the Performance Criteria have been attained and such determination shall
be final and conclusive. If the Performance Criteria with respect to any such
Award are not attained, no other Award shall be provided in substitution of the
Performance Award.

          b.   Awards Requiring Exercise

               (1)  Time And Manner Of Exercise.  Unless the Administrator
                    ----------------------------
expressly provides otherwise, (a) an Award requiring exercise by the holder will
not be deemed to have been exercised until the Administrator receives a written
notice of exercise (in form acceptable to the Administrator) signed by the
appropriate person and accompanied by any payment required under the Award; and
(b) if the Award is exercised by any person other than the Participant, the
Administrator may require satisfactory evidence that the person exercising the
Award has the right to do so.

               (2)  Exercise Price.  The Administrator shall determine the
                    --------------
exercise price of each Stock Option, provided that each Stock Option intended to
qualify for the performance-based exception under Section 162(m) of the Code and
each ISO must have an exercise price that is not less than the fair market value
of the Stock subject to the Stock Option, determined as of the date of grant. An
ISO granted to an Employee described in Section 422(b)(6) of the Code must have
an exercise price that is not less than 110% of such fair market value.

               (3)  Payment Of Exercise Price, If Any.  Where the exercise of an
                    ----------------------------------
Award is to be accompanied by payment, the Administrator may determine the
required or permitted forms of payment, subject to the following: (a) all
payments will be by cash, certified check, bank draft or money order, or, if so
permitted by the Administrator (with the consent of the optionee of an ISO if
permitted after the grant), (i) through the delivery of shares of Stock which
have been outstanding for at least six months (unless the Administrator approves
a shorter period) and which have a fair market value equal to the exercise
price, (ii) by delivery of a promissory note of the person exercising the Award
to the Company, payable on such terms as are specified by the Administrator,
(iii) by delivery of an unconditional and irrevocable undertaking by a broker to
deliver immediately to the Company sufficient funds to pay the exercise price,
or (iv) by any combination of the foregoing permissible forms of payment; and
(b)

                                      -5-
<PAGE>

where shares of Stock issued under an Award are part of an original issue of
shares, the Award shall require an exercise price equal to at least the par
value of such shares.

               (4)  Reload Awards.  The Administrator may provide that upon the
                    --------------
exercise of an Award, either by payment of cash or (if permitted under Section
6.b.(3) above) through the tender of previously owned shares of Stock, the
Participant or other person exercising the Award will automatically receive a
new Award of like kind covering a number of shares of Stock equal to the number
of shares of Stock for which the first Award was exercised.

               (5)  ISOs.  No ISO may be granted under the Plan after May 21,
                    ----
2009 (ten years from the date of Board approval), but ISOs granted on or before
May 21, 2009 may extend beyond that date.

          c.   Awards Not Requiring Exercise

     Awards of Restricted Stock and Unrestricted Stock may be made in return for
either (i) services determined by the Administrator to have a value not less
than the par value of the Awarded shares of Stock, or (ii) cash or other
property having a value not less than the par value of the Awarded shares of
Stock plus such additional amounts (if any) as the Administrator may determine
payable in such combination and type of cash, other property (of any kind) or
services as the Administrator may determine.


     7.   EFFECT OF CERTAIN TRANSACTIONS

          a.   Mergers, Etc.

     In the event of a Covered Transaction, the Administrator may (i) vest any
or all outstanding Awards, (ii) if relevant, cause any or all outstanding Awards
to become exercisable,  (iii) accelerate any or all deferrals, other than
deferrals of amounts that are neither measured by reference to nor payable in
shares of Stock, or (iv) make a cash payment in settlement of one or more
outstanding Awards based on the expected consideration to be received in the
Covered Transaction, immediately prior to the Covered Transaction.  Upon
consummation of the Covered Transaction, all Awards then outstanding and
requiring exercise shall terminate and be forfeited unless assumed by an
acquiring or surviving entity or its affiliate as provided in the following
sentence.  In connection with any Covered Transaction in which there is an
acquiring or surviving entity, the Administrator may provide for substitute or
replacement Awards from, or the assumption of Awards by, the acquiring or
surviving entity or its affiliates, any such substitution, replacement or
assumption to be on such terms as the Administrator determines.

                                      -6-
<PAGE>

          b.   Changes In and Distributions with Respect to the Stock

               (1)  Basic Adjustment Provisions.  In the event of a stock
                    ----------------------------
dividend, stock split or combination of shares, recapitalization or other change
in the Company's capital structure, the Administrator will make appropriate
adjustments to the maximum number of shares that may be delivered under the Plan
under Section 4.a. and to the maximum share limits described in Section 4, and
will also make appropriate adjustments to the number and kind of shares of stock
or securities subject to Awards then outstanding or subsequently granted, any
exercise prices relating to Awards and any other provision of Awards affected by
such change.

               (2)  Certain Other Adjustments.  The Administrator may also make
                    --------------------------
adjustments of the type described in Section 7.b.(1) to take into account
distributions to common stockholders other than those provided for in Section
7.a. and 7.b.(1), or any other event, if the Administrator determines that
adjustments are appropriate to avoid distortion in the operation of the Plan and
to preserve the value of Awards made hereunder; provided, that no such
adjustment shall be made to the maximum share limits described in Section 4.c.
or 4.d., or otherwise to an Award intended to be eligible for the performance-
based exception under Section 162(m), except to the extent consistent with that
exception, nor shall any change be made to ISOs except to the extent consistent
with their continued qualification under Section 422 of the Code.

               (3)  Continuing Application of Plan Terms.  References in the
                    ------------------------------------
Plan to shares of Stock shall be construed to include any stock or securities
resulting from an adjustment pursuant to Section 7.b.(1) or 7.b.(2) above.


     8.   LEGAL CONDITIONS ON DELIVERY OF STOCK

     The Company will not be obligated to deliver any shares of Stock pursuant
to the Plan or to remove any restriction from shares of Stock previously
delivered under the Plan until the Company's counsel has approved all legal
matters in connection with the issuance and delivery of such shares; if the
outstanding Stock is at the time of delivery listed on any stock exchange or
national market system, the shares to be delivered have been listed or
authorized to be listed on such exchange or system upon official notice of
issuance; and all conditions of the Award have been satisfied or waived.  If the
sale of Stock has not been registered under the Securities Act of 1933, as
amended, the Company may require, as a condition to exercise of the Award, such
representations or agreements as counsel for the Company may consider
appropriate to avoid violation of such Act.  The Company may require that
certificates evidencing Stock issued under the Plan bear an appropriate legend
reflecting any restriction on transfer applicable to such Stock.

                                      -7-
<PAGE>

     9.   AMENDMENT AND TERMINATION

     Subject to the last sentence of Section 3, the Administrator may at any
time or times amend the Plan or any outstanding Award for any purpose which may
at the time be permitted by law, or may at any time terminate the Plan as to any
further grants of Awards; provided, that (except to the extent expressly
required or permitted by the Plan) no such amendment will, without the approval
of the stockholders of the Company, effectuate a change for which stockholder
approval is required in order for the Plan to continue to qualify under Section
422 of the Code and for Awards to be eligible for the performance-based
exception under Section 162(m).


     10.  NON-LIMITATION OF THE COMPANY'S RIGHTS

     The existence of the Plan or the grant of any Award shall not in any way
affect the Company's right to grant Awards, bonuses or other compensation in
addition to Awards under the Plan or to adopt other plans or arrangements under
which Awards may be issued.

     11.  GOVERNING LAW

     The Plan shall be construed in accordance with the laws of the Commonwealth
of Massachusetts.

                                      -8-
<PAGE>

                                   EXHIBIT A

                              Definition of Terms
                              -------------------

     The following terms, when used in the Plan, shall have the meanings and be
subject to the provisions set forth below:

     "Administrator":  The Board or, if one or more Committees have been
appointed, the Committee.

     "Affiliate":  Any corporation or other entity owning, directly or
indirectly, 50% or more of the outstanding Stock of the Company, or in which the
Company or any such corporation or other entity owns, directly or indirectly,
50% of the outstanding capital stock (determined by aggregate voting rights) or
other voting interests.

     "Award":  Any or a combination of the following:

          (i)  Stock Options.

          (ii) Restricted Stock.

          (iii)Unrestricted Stock.

          (iv) Deferred Stock.

          (v)  Securities (other than Stock Options) that are convertible into
     or exchangeable for Stock on such terms and conditions as the Administrator
     determines.

          (vi) Cash Performance Awards.

          (vii) Performance Awards.

          (viii) Grants of cash, or loans, made in connection with other Awards
     in order to help defray in whole or in part the economic cost (including
     tax cost) of the Award to the Participant.

     "Board":  The Board of Directors of the Company.

     "Cash Performance Award":  A Performance Award payable in cash.  The right
of the Company under Section 6.a.(3) to extinguish an Award in exchange for cash
or the exercise by the Company of such right shall not make an Award otherwise
not payable in cash a Cash Performance Award.

                                      -9-
<PAGE>

     "Code":  The U.S. Internal Revenue Code of 1986 as from time to time
amended and in effect, or any successor statute as from time to time in effect.

     "Committee":  One or more committees of the Board which in the case of
Awards granted to officers of the Company shall be comprised solely of two or
more outside directors within the meaning of Section 162(m).  Any Committee may
delegate ministerial tasks to such persons (including Employees) as it deems
appropriate.

     "Company":  ZEFER Corp., a Delaware corporation.

     "Covered Transaction":  Any of (i) a consolidation or merger in which the
Company is not the surviving corporation or which results in the acquisition of
all or substantially all of the Company's then outstanding common stock by a
single person or entity or by a group of persons and/or entities acting in
concert, (ii) a sale or transfer of all or substantially all the Company's
assets, or (iii) a dissolution or liquidation of the Company.

     "Deferred Stock":  A promise to deliver Stock or other securities in the
future on specified terms.

     "Employee":  Any person who is employed by the Company or an Affiliate.

     "ISO":  A Stock Option intended to be an "incentive stock option" within
the meaning of Section 422 of the Code.  No Stock Option Awarded under the Plan
will be an ISO unless the Administrator expressly provides for ISO treatment.

     "Participant":  An Employee, director or other person providing services to
the Company or its Affiliates who is granted an Award under the Plan.

     "Performance Award":  An Award subject to Performance Criteria.  The
Committee in its discretion may grant Performance Awards that are intended to
qualify for the performance-based compensation exception under Section 162(m)
and Performance Awards that are not intended so to qualify.

     "Performance Criteria":  Specified criteria the satisfaction of which is a
condition for  the exercisability, vesting or full enjoyment of an Award.  For
purposes of Performance Awards that are intended to qualify for the performance-
based compensation exception under Section 162(m), a Performance Criterion shall
mean an objectively determinable measure of performance relating to any of the
following (determined either on a consolidated basis or, as the context permits,
on a divisional, subsidiary, line of business, project or geographical basis or
in combinations thereof):  (i) sales; revenues; assets; expenses; earnings
before or after deduction for all or any portion of interest, taxes,
depreciation, amortization or other items, whether or not on a continuing
operations or an aggregate or per share basis; return on equity, investment,
capital or assets; one or more operating ratios; borrowing levels, leverage
ratios or credit rating;

                                      -10-
<PAGE>

market share; capital expenditures; cash flow; stock price; stockholder return;
sales of particular products or services; customer acquisition, expansion and
retention; or any combination of the foregoing; or (ii) acquisitions and
divestitures (in whole or in part); joint ventures and strategic alliances;
spin-offs, split-ups and the like; reorganizations; recapitalizations,
restructurings, financings (issuance of debt or equity) and refinancings;
transactions that would constitute a change of control; or any combination of
the foregoing. A Performance Criterion measure and targets with respect thereto
determined by the Administrator need not be based upon an increase, a positive
or improved result or avoidance of loss.

     "Plan":  The ZEFER Corp. 1999 Incentive Plan as from time to time amended
and in effect.

     "Restricted Stock":  An Award of Stock subject to restrictions requiring
that such Stock be redelivered to the Company if specified conditions are not
satisfied.

     "Section 162(m)":  Section 162(m) of the Code.

     "Stock":  Common Stock of the Company, par value $.01 per share.

     "Stock Options":  Options entitling the recipient to acquire shares of
Stock upon payment of the exercise price.

     "Unrestricted Stock":  An Award of Stock not subject to any restrictions
under the Plan.

                                      -11-
<PAGE>

                    First Amendment to 1999 Incentive Plan

      The number of 1,500,000 in the first sentence of Section 4(a) of the
Corporation's 1999 Incentive Plan be and hereby is deleted and replaced with
2,000,000.



                                     Approved by the Directors
                                     of the Corporation on October 20, 1999


                                     Approved by the Stockholders
                                     of the Corporation on October 20, 1999

<PAGE>


                    Second Amendment to 1999 Incentive Plan


   The number 2,000,000 in the first sentence of Section 4(a) of the
Corporation's 1999 Incentive Plan be and hereby is deleted and replaced with
22,666,666, after giving effect to the 3-for-4 stock split effected in December
1999.


                                      Approved by the Directors
                                      of the Corporation as of January 1, 2000

                                      Approved by the Stockholders
                                      of the Corporation as of January 1, 2000