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                                                                   EXHIBIT 10.49
                NON-QUALIFIED OPTION AND SHAREHOLDERS AGREEMENT

         This Non-Qualified Option and Shareholders Agreement (the "Agreement")
is made as of the ninth day of February, 2000 (the "Grant Date") between ZEFER
Corp. ("ZEFER" or the "Company") and Catherine Viscardi Johnston ("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 $11.00 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
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Date, 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
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that, in 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
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that 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
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any 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
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Company's right to discharge Optionee or constitute an agreement of employment
between Optionee and the Company.

         6.    Certain Forfeitures upon Termination for Cause. Notwithstanding
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the 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
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that a 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
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public 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
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Shares 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
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Optionee 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
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or 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
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or 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
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validity 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
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party 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
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this 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.                                  CATHERINE VISCARDI JOHNSTON


By:________________________________          ________________________________
   A duly authorized representative          Address:

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