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                                                                  EXHIBIT 10.4

                              AMENDED AND RESTATED

                         1999 DIRECTOR STOCK OPTION PLAN

                                      OF

                           INTERPACKET NETWORKS, INC.


         1. PURPOSES. The purposes of this amended and restated 1999 Director
Stock Option Plan (the "Plan") are to retain the services of qualified
individuals who are not employees of InterPacket Networks, Inc., a Delaware
corporation (the "Company"), to serve as members of the Board of Directors
and to secure for the Company the benefits of the incentives inherent in
increased equity ownership by such individuals by granting such individuals
options ("Options") to purchase shares of the Company's Common Stock, $.001
par value per share (the "Common Stock").

         2. ADMINISTRATION. The Board of Directors, the Chairman of the Board of
Directors or an individual designated by the Board of Directors or the Chairman
(in each case, the "Administrator") will be responsible for administering the
Plan. The Administrator will have authority to adopt such rules as it may deem
appropriate to carry out the purposes of the Plan, and shall have authority to
interpret and construe the provisions of the Plan and any agreements and notices
under the Plan and to make determinations pursuant to any Plan provision. Each
interpretation, determination or other action made or taken by the Administrator
pursuant to the Plan shall be final and binding on all persons. The
Administrator shall not be liable for any action or determination, and shall be
entitled to indemnification and reimbursement in the manner provided in the
Company's Articles of Incorporation and Bylaws as such documents may be amended
from time to time.

         3. SHARES AVAILABLE. Subject to the provisions of Section 6(b) of
the Plan, the maximum number of shares of Common Stock which may be issued
under the Plan shall not exceed 550,000 shares. Either authorized and
unissued shares of Common Stock or treasury shares may be delivered pursuant
to the Plan. The number of shares subject to an Option which lapses, expires
or is otherwise terminated without the issuance of such shares, shall
increase the number of shares available under this Plan by the number of
shares subject to such lapsed, expired or terminated Option.

         4. OPTIONS. Each member of the Board of Directors that is not an
employee of the Company or any subsidiary of the Company (a "Non-Employee
Director") shall receive grants of Options under the Plan as follows:

                  (a)      OPTION GRANTS.

                           (i)   INITIAL GRANTS. Each Non-Employee Director
who was a member of the Board on the date that this Plan is effective (the
"Effective Date") shall be granted as of such date an initial Option to
purchase 10,000 shares of Common Stock.

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                           (ii)  SUBSEQUENT GRANTS. Each Non-Employee
Director who was a member of the Board on the date that this Plan was amended
and restated shall receive an Option to purchase 75,000 shares of Common
Stock on and as of such date.

                           (iii) ADDITIONAL GRANTS. Additional grants of
options may be made to one or more Non-Employee Directors at any time and
from time to time, in the sole judgment of the Administrator.

                  (b) EXERCISE PRICE. The per share exercise price of each
Option shall be the Fair Market Value of a share of Common Stock as of the date
of grant of the Option determined in accordance with the provisions of the Plan.
For purposes of this Plan, "Fair Market Value" means the value of Common Stock
determined as follows:

                           (i) If the Common Stock is listed on any established
stock exchange or a national market system (including without limitation the
Nasdaq National Market), its Fair Market Value shall be the closing sales price
for such stock or the closing bid if no sales were reported, as quoted on such
system or exchange for the date of determination or, if the date of
determination is not a trading day, the immediately preceding trading day, as
reported in The Wall Street Journal or such other source as the Administrator
deems reliable.

                           (ii) If the Common Stock is regularly quoted on the
Nasdaq system (but not on the Nasdaq National Market) or quoted by a recognized
securities dealer but selling prices are not reported, its Fair Market Value
shall be the mean between the high and low asked prices for the Common Stock on
the date of determination or, if there are no quoted prices on the date of
determination, on the last day on which there are quoted prices prior to the
date of determination.

                           (iii) In the absence of an established market for the
Common Stock, the Fair Market Value thereof shall be determined by the
Administrator.

                  (c) VESTING. Except as may be set forth in the option
agreement entered into between a Non-Employee Director and the Company or as
otherwise determined by the Administrator, each Option shall vest pro rata in
equal annual installments over the three (3) year period commencing on the first
anniversary of the date of grant, provided that the Non-Employee Director has
remained in continuous service as a director of the Company for the twelve (12)
month period prior to each such anniversary and is a Non-Employee Director on
the applicable anniversary date.

                  (d) TERM OF OPTIONS.

                           (i) TEN-YEAR TERM. Each Option shall expire ten (10)
years from its date of grant, subject to earlier termination as provided herein.

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                           (ii)  EXERCISE FOLLOWING TERMINATION OF SERVICE
DUE TO DEATH. If a Non-Employee Director ceases to be a member of the Board
by reason of such Non-Employee Director's death, the Options granted to such
Non-Employee Director may be exercised by any beneficiary of such
Non-Employee Director for a period of ninety (90) days following such death,
subject to the earlier expiration of such Options as provided for in Section
4(d)(i) above. At the end of such ninety-day period, all vested Options shall
expire. All unvested Options shall expire on the date of the Non-Employee
Director's death.

                           (iii) TERMINATION OF OPTIONS IF A NON-EMPLOYEE
DIRECTOR IS REMOVED FROM THE BOARD FOR CAUSE. In the event a Non-Employee
Director is removed from the Board for "cause," all Options granted to such
Non-Employee Director (whether or not then vested and exercisable) shall
immediately terminate and be of no further force and effect as of the effective
date of such removal from the Board. Whether a Non-Employee Director is removed
by the Board for "cause" shall be determined by the Board.

                           (iv)  EXERCISE FOLLOWING OTHER TERMINATIONS OF
SERVICE. If a Non-Employee Director ceases to be a member of the Board for
any reason other than death or removal from the Board for cause, the Options
granted to such Non-Employee Director may be exercised by such Non-Employee
Director, but only to the extent the Option was exercisable at the time of
the Non-Employee Director's termination, at any time within ninety (90) days
after the date of such termination of service, subject to the earlier
expiration of such Options as provided for in Section 4(d)(i) above. At the
end of such ninety-day period, all vested Options shall expire. All unvested
Options shall expire on the date of the Non-Employee Director's termination
of service with the Board.

                  (e)      TIME AND MANNER OF EXERCISE OF OPTIONS.

                           (i)   NOTICE OF EXERCISE. Subject to the other
terms and conditions hereof, a Non-Employee Director may exercise any Option,
to the extent such Option is vested, by giving written notice of exercise to
the Company, provided that in no event shall an Option be exercisable for a
fractional share. The date of exercise of an Option shall be the later of (A)
the date on which the Company receives such written notice and (B) the date
on which the conditions provided in Section 4(e)(ii) are satisfied.

                           (ii)  METHOD OF PAYMENT. The consideration to be
paid for the shares to be issued upon exercise of an Option may consist of
(A) cash, (B) check, (C) other shares of Common Stock, and, if necessary to
avoid adverse accounting treatment, which have been owned by the Non-Employee
Director for at least six (6) months at the time of exercise, (D) in the
event the Common Stock is publicly traded, delivery of a properly executed
exercise notice together with irrevocable instructions to a broker to sell or
margin a sufficient portion of the shares of Common Stock and to deliver the
sale or margin loan proceeds directly to the Company to pay all or a portion
of the exercise price of the Option, or (E) any combination of the foregoing
methods of payment.

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                           (iii) STOCKHOLDER RIGHTS. A Non-Employee Director
shall have no rights as a stockholder with respect to any shares of Common Stock
issuable upon exercise of an Option until a certificate evidencing such shares
shall have been issued to the Non-Employee Director pursuant to Section 4(e)(v),
and no adjustment shall be made for dividends or distributions or other rights
in respect of any share for which the record date is prior to the date upon
which the Non-Employee Director shall become the holder of record thereof.

                           (iv)  LIMITATION ON EXERCISE. No Option shall be
exercisable unless the Common Stock subject thereto has been registered under
the Securities Act of 1933, as amended (the "Securities Act"), and qualified
under applicable state "blue sky" laws in connection with the offer and sale
thereof, or the Company has determined that an exemption from registration
under the Securities Act and from qualification under such state "blue sky"
laws is available.

                           (v)   ISSUANCE OF SHARES. Subject to the foregoing
conditions, as soon as is reasonably practicable after its receipt of a
proper notice of exercise and payment of the exercise price of the Option for
the number of shares with respect to which the Option is exercised, the
Company or its transfer agent and registrar, as the case may be, shall
deliver to the Non-Employee Director (or following the Non-Employee
Director's death, the beneficiary entitled to exercise the Option), at the
principal office of the Company or at such other location as may be
acceptable to the Company and the Non-Employee Director (or such
beneficiary), one or more stock certificates for the appropriate number of
shares of Common Stock issued in connection with such exercise. Shares sold
in connection with a "cashless exercise" described in clause (D) of Section
4(e)(ii) shall be delivered to the broker referred to therein in accordance
with the procedures established by the Company from time to time.

                  (f) RESTRICTIONS ON TRANSFER. An Option may not be
transferred, pledged, assigned or otherwise disposed of, except by will or by
the laws of descent and distribution; provided that an Option may be, to the
extent permitted in the Option Agreement, transferred to a Non-Employee
Director's family members or to one or more trusts established in whole or in
part for the benefit of the Non-Employee Director and/or one or more of such
family members. The Option shall be exercisable, during the Non-Employee
Director's lifetime, only by the Non-Employee Director or by the individual
or entity to whom the Option has been transferred in accordance with the
previous sentence. No assignment or transfer of the Option or of the rights
represented thereby, whether voluntary or involuntary, by operation of law or
otherwise, except by will or the laws of descent and distribution or in
accordance with this Section 4(f), shall vest in the assignee or transferee
any interest or right in the Option, and immediately upon any attempt to
assign or transfer the Option the same shall terminate and be of no force or
effect.

         5. VESTING ON CHANGE IN CONTROL. Anything in the Plan to the contrary
notwithstanding, in the event of a Change in Control of the Company, any Options
outstanding as of the date such Change in Control is determined to have occurred
that are not yet

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exercisable and vested on such date shall become fully exercisable and
vested. For purposes of this Plan, "Change in Control" means the happening of
any of the following:

                           (a) When any "person," as such term is used in
Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), (other than the Company or any present shareholder of
the Company) is or becomes the "beneficial owner" (as defined in Rule 13d-3
under the Exchange Act), directly or indirectly, of securities of the Company
representing fifty percent (50%) or more of the combined voting power of the
Company's then outstanding securities; or

                           (b) The occurrence of a transaction requiring
shareholder approval, and involving the sale of all or substantially all of
the assets of the Company or the merger of the Company with or into another
corporation or entity in which the Company is not the surviving entity.

         6.       RECAPITALIZATION OR REORGANIZATION.

                  (a) AUTHORITY OF THE COMPANY AND SHAREHOLDERS. The
existence of the Plan shall not affect or restrict in any way the right or
power of the Company or the shareholders of the Company to make or authorize
any adjustment, recapitalization, reorganization or other change in the
Company's capital structure or its business, any merger or consolidation of
the Company, any issue of stock or of options, warrants or rights to purchase
stock or of bonds, debentures, preferred or prior preference stocks whose
rights are superior to or affect the Common Stock or the rights thereof or
which are convertible into or exchangeable for Common Stock, or the
dissolution or liquidation of the Company, or any sale or transfer of all or
any part of its assets or business, or any other corporate act or proceeding,
whether of a similar character or otherwise.

                  (b) CHANGE IN CAPITALIZATION. Notwithstanding any other
provision of the Plan, in the event of any change in the outstanding Common
Stock by reason of a stock dividend, recapitalization, reorganization,
merger, consolidation, stock split, combination or exchange of shares (a
"Change in Capitalization"), (i) such proportionate adjustments as may be
necessary (in the form determined by the Administrator in its sole
discretion) to reflect such change shall be made to prevent dilution or
enlargement of the rights of Non-Employee Directors under the Plan with
respect to the aggregate number of shares of Common Stock authorized to be
awarded under the Plan, the number of shares of Common Stock covered by each
outstanding Option and the exercise prices in respect thereof and the number
of shares of Common Stock covered by future Option grants and (ii) the
Administrator may make such other adjustments, consistent with the foregoing,
as it deems appropriate in its sole discretion.

                  (c) DISSOLUTION OR LIQUIDATION. In the event of the proposed
dissolution or liquidation of the Company, each outstanding Option will vest and
become exercisable on a

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date prior to the consummation of the proposed action that is reasonably
sufficient to enable the Non-Employee Directors to exercise their Options.

         7.       TERMINATION AND AMENDMENT OF THE PLAN.

                  (a) TERMINATION. The Plan shall terminate on the tenth
anniversary of the Effective Date. Following such date, no further grants of
Options shall be made pursuant to the Plan.

                  (b) GENERAL POWER OF BOARD. Notwithstanding anything herein to
the contrary, but subject to Section 7(c), the Board may at any time and from
time to time terminate, modify, suspend or amend the Plan in whole or in part;
provided that no such termination, modification, suspension or amendment shall
be effective without shareholder approval if such approval is required to comply
with any applicable law or stock exchange or national market system rule.

                  (c) WHEN NON-EMPLOYEE DIRECTORS' CONSENTS REQUIRED. The Board
may not alter, amend, suspend, or terminate the Plan without the consent of any
Non-Employee Director to the extent that such action would adversely affect his
or her rights with respect to Options that have previously been granted.

         8.       MISCELLANEOUS.

                  (a) NO RIGHT TO REELECTION. Nothing in the Plan shall be
deemed to create any obligation on the part of the Board to nominate any of its
members for reelection by the Company's stockholders, nor confer upon any
Non-Employee Director the right to remain a member of the Board for any period
of time, or at any particular rate of compensation.

                  (b) SECURITIES LAW RESTRICTIONS. The Administrator may require
each Non-Employee Director purchasing or acquiring shares of Common Stock
pursuant to the Plan to agree with the Company in writing that such Non-Employee
Director is acquiring the shares for investment and not with a view to the
distribution thereof. All certificates for shares of Common Stock delivered
under the Plan shall be subject to such stop-transfer orders and other
restrictions as the Administrator may deem advisable under the rules,
regulations, and other requirements of the Securities and Exchange Commission or
any exchange or national market system upon which the Common Stock is then
listed or traded, and any applicable federal or state securities law, and the
Administrator may cause a legend or legends to be placed on any such
certificates to make appropriate reference to such restrictions. No shares of
Common Stock shall be issued hereunder unless the Company shall have determined
that such issuance is in compliance with, or exempt from, all applicable federal
and state securities laws.

                  (c) EXPENSES. The costs and expenses of administering the Plan
shall be borne by the Company.

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                  (d) APPLICABLE LAW. Except as to matters of federal law,
the Plan and all actions taken thereunder shall be governed by and construed
in accordance with the laws of the State of Delaware without giving effect to
conflicts of law principles.

                  (e) EFFECTIVE DATE. The Plan shall be effective as of the
Effective Date, subject to the approval thereof by the shareholders of the
Company, which approval shall be obtained no later than the first anniversary of
the Effective Date. If such shareholder approval is not obtained, all prior
Option grants shall be void AB INITIO and of no further force and effect.

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