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                                                                    Exhibit 10.4



                          SYNCHRONICITY SOFTWARE, INC.

                  2000 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN



      1. Purpose. This Non-Qualified Stock Option Plan, to be known as the 2000
Non-Employee Director Stock Option Plan (hereinafter, this "Plan") is intended
to promote the interests of Synchronicity Software, Inc. (hereinafter, the
"Company") by providing an inducement to obtain and retain the services of
qualified persons who are not employees or officers of the Company to serve as
members of its Board of Directors (the "Board").

      2. Available Shares. The total number of shares of Common Stock, par value
$.01 per share, of the Company (the "Common Stock") for which options may be
granted under this Plan shall not exceed 250,000 shares, subject to adjustment
in accordance with paragraph 10 of this Plan. Shares subject to this Plan are
authorized but unissued shares or shares that were once issued and subsequently
reacquired by the Company. If any options granted under this Plan are
surrendered before exercise or lapse without exercise, in whole or in part, the
shares reserved therefor shall continue to be available under this Plan.

      3. Administration. This Plan shall be administered by the Board or by a
committee appointed by the Board (the "Committee"). In the event the Board fails
to appoint or refrains from appointing a Committee, the Board shall have all
power and authority to administer this Plan. In such event, the word "Committee"
wherever used herein shall be deemed to mean the Board. The Committee shall,
subject to the provisions of the Plan, have the power to construe this Plan, to
determine all questions hereunder, and to adopt and amend such rules and
regulations for the administration of this Plan as it may deem desirable. No
member of the Board or the Committee shall be liable for any action or
determination made in good faith with respect to this Plan or any option granted
under it.

      4. Automatic Grant of Options. Subject to the availability of shares under
this Plan, (a) each person who is or becomes a member of the Board and who is
not an employee or officer of the Company (a "Non-Employee Director") shall be
automatically granted on either (i) the effective date of an initial public
offering of Common Stock of the Company (the "Effective Date") or (ii) the date
such person is first elected to the Board, without further action by the Board,
an option to purchase 5,000 shares of the Common Stock, and (b) each person
receiving an option pursuant to clause (a) hereof who is a Non-Employee Director
on the last day of February and the last day of August during the term of this
Plan shall be automatically granted on each such date an option to purchase
2,500 shares of the Common Stock. The options to be granted under this paragraph
4 shall be the only options ever to be granted at any time to such member under
this Plan. The number of shares covered by options granted under this paragraph
4 shall be subject to adjustment in accordance with the provisions of paragraph
10 of this Plan.
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Notwithstanding anything to the contrary set forth herein, if this Plan is not
approved by a majority of the Company's stockholders present, or represented,
and voting at a meeting of the Stockholders or consenting via written consent in
lieu of a meeting on such matter, then the Plan and the options granted pursuant
to this Section 4 shall terminate and become void, and no further options shall
be granted under this Plan.

      5. Option Price. The purchase price of the stock covered by an option
granted pursuant to this Plan shall be 100% of the fair market value of such
shares on the day the option is granted. The option price will be subject to
adjustment in accordance with the provisions of paragraph 10 of this Plan. For
purposes of this Plan, if, at the time an option is granted under the Plan, the
Company's Common Stock is publicly traded, "fair market value" shall be
determined as of the last business day for which the prices or quotes discussed
in this sentence are available prior to the date such option is granted and
shall mean (i) the average (on that date) of the high and low prices of the
Common Stock on the principal national securities exchange on which the Common
Stock is traded, if the Common Stock is then traded on a national securities
exchange; or (ii) the last reported sale price (on that date) of the Common
Stock on the Nasdaq National Market, if the Common Stock is not then traded on a
national securities exchange; or (iii) the closing bid price (or average of bid
prices) last quoted (on that date) by an established quotation service for
over-the-counter securities, if the Common Stock is not reported on the Nasdaq
National Market List. However, if the Common Stock is not publicly traded at the
time an option is granted under the Plan, "fair market value" shall be deemed to
be the fair value of the Common Stock as determined by the Committee after
taking into consideration all factors which it deems appropriate, including,
without limitation, recent sale and offer prices of the Common Stock in private
transactions negotiated at arm's length. For purposes of determining the "last
reported" sale price or the "last quoted" price for the foregoing provision, the
last reported or quoted prices shall mean as the case may be, at 4:00 p.m., New
York time, on that day.

      6. Period of Option. Unless sooner terminated in accordance with the
provisions of paragraph 8 of this Plan, an option granted hereunder shall expire
on the date which is ten (10) years after the date of grant of the option.

      7. (a) Vesting of Shares and Non-Transferability of Options. Options
granted under this Plan shall not be exercisable until they become vested.
Options granted under this Plan shall vest in the optionee and thus become
exercisable, in accordance with the following schedule, provided that the
optionee has continuously served as a member of the Board through such vesting
date:

<TABLE>
<CAPTION>
 Fraction of Option
 Shares for which
 Option Will be Exercisable                Date of Vesting
<S>                                        <C>
              1/12th                       Last date of each month
                                           over the year after the date
                                           of the grant
</TABLE>

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      The number of shares as to which options may be exercised shall be
cumulative, so that once the option shall become exercisable as to any shares it
shall continue to be exercisable as to said shares, until expiration or
termination of the option as provided in this Plan.

              (b) Non-transferability. Any option granted pursuant to this Plan
shall not be assignable or transferable other than by will or the laws of
descent and distribution or pursuant to a domestic relations order and shall be
exercisable during the optionee's lifetime only by him or her.

      8.      Termination of Option Rights.

              (a) In the event an optionee ceases to be a member of the Board
for any reason other than death or permanent disability, any then unexercised
portion of options granted to such optionee shall, to the extent not then
vested, immediately terminate and become void; any portion of an option which is
then vested but has not been exercised at the time the optionee so ceases to be
a member of the Board may be exercised, to the extent it is then vested, by the
optionee within 90 days of the date the optionee ceased to be a member of the
Board; and all options shall terminate after such 90 days have expired.

              (b) In the event that an optionee ceases to be a member of the
Board by reason of his or her death or permanent disability, any option granted
to such optionee shall be immediately and automatically accelerated and become
fully vested and all unexercised options shall be exercisable by the optionee
(or by the optionee's personal representative, heir or legatee, in the event of
death) until the scheduled expiration date of the option.

      9. Exercise of Option. Subject to the terms and conditions of this Plan
and the option agreements, an option granted hereunder shall, to the extent then
exercisable, be exercisable in whole or in part by giving written notice to the
Company by mail or in person addressed to Synchronicity Software, Inc., 201
Forest Street, Marlboro, MA 01752, at its principal executive offices, stating
the number of shares with respect to which the option is being exercised,
accompanied by payment in full for such shares. Payment may be (a) in United
States dollars in cash or by check, (b) in whole or in part in shares of the
Common Stock of the Company already owned by the person or persons exercising
the option or shares subject to the option being exercised (subject to such
restrictions and guidelines as the Board may adopt from time to time), valued at
fair market value determined in accordance with the provisions of paragraph 5 or
(c) consistent with applicable law, through the delivery of an assignment to the
Company of a sufficient amount of the proceeds from the sale of the Common Stock
acquired upon exercise of the option and an authorization to the broker or
selling agent to pay that amount to the Company, which sale shall be at the
participant's direction at the time of exercise. There shall be no such exercise
at any one time as to fewer than one hundred (100) shares or all of the
remaining shares then purchasable by the person or persons exercising the
option, if fewer than one hundred (100) shares. The Company's transfer agent
shall, on behalf of the Company, prepare a certificate or certificates
representing such shares acquired pursuant to exercise of the option, shall
register the optionee as the owner of such shares on the books of the Company
and shall cause the fully executed certificate(s) representing such shares to be
delivered to the optionee as soon as
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practicable after payment of the option price in full. The holder of an option
shall not have any rights of a stockholder with respect to the shares covered by
the option, except to the extent that one or more certificates for such shares
shall be delivered to him or her upon the due exercise of the option.

      10. Adjustments Upon Changes in Capitalization and Other Events. Upon the
occurrence of any of the following events, an optionee's rights with respect to
options granted to him or her hereunder shall be adjusted as hereinafter
provided:

              (a) Stock Dividends and Stock Splits. If the shares of Common
      Stock shall be subdivided or combined into a greater or smaller number of
      shares or if the Company shall issue any shares of Common Stock as a stock
      dividend on its outstanding Common Stock, the number of shares of Common
      Stock deliverable upon the exercise of options shall be appropriately
      increased or decreased proportionately, and appropriate adjustments shall
      be made in the purchase price per share to reflect such subdivision,
      combination or stock dividend.

              (b) Recapitalization Adjustments. If the Company is to be
      consolidated with or acquired by another entity in a merger, sale of all
      or substantially all of the Company's assets or otherwise, each option
      granted under this plan which is outstanding but unvested as of the
      effective date of such event shall become exercisable in full three (3)
      business days prior to the effective date of such event. In the event of a
      reorganization, recapitalization, merger, consolidation, or any other
      change in the corporate structure or shares of the Company, to the extent
      permitted by Rule 16b-3 under the Securities Exchange Act of 1934,
      adjustments in the number and kind of shares authorized by this Plan and
      in the number and kind of shares covered by, and in the option price of
      outstanding options under this Plan necessary to maintain the
      proportionate interest of the optionee and preserve, without exceeding,
      the value of such option, shall be made. Notwithstanding the foregoing, no
      such adjustment shall be made which would, within the meaning of any
      applicable provisions of the Internal Revenue Code of 1986, as amended,
      constitute a modification, extension or renewal of any Option or a grant
      of additional benefits to the holder of an Option.

              (c) Issuances of Securities. Except as expressly provided herein,
      no issuance by the Company of shares of stock of any class, or securities
      convertible into shares of stock of any class, shall affect, and no
      adjustment by reason thereof shall be made with respect to, the number or
      price of shares subject to options. No adjustments shall be made for
      dividends paid in cash or in property other than securities of the
      Company.

              (d) Adjustments. Upon the happening of any of the foregoing
      events, the class and aggregate number of shares set forth in paragraphs 2
      and 4 of this Plan that are subject to options which previously have been
      or subsequently may be granted under this Plan shall also be appropriately
      adjusted to reflect such events. The Board shall determine the specific
      adjustments to be made under this paragraph 10 and its determination shall
      be conclusive.

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      11. Restrictions on Issuance of Shares. Notwithstanding the provisions of
paragraphs 4 and 9 of this Plan, the Company shall have no obligation to deliver
any certificate or certificates upon exercise of an option until one of the
following conditions shall be satisfied:

            (i) The issuance of shares with respect to which the option has been
      exercised is at the time of the issue of such shares effectively
      registered under applicable Federal and state securities laws as now in
      force or hereafter amended; or

           (ii) Counsel for the Company shall have given an opinion that the
      issuance of such shares is exempt from registration under Federal and
      state securities laws as now in force or hereafter amended; and the
      Company has complied with all applicable laws and regulations with respect
      thereto, including without limitation all regulations required by any
      stock exchange upon which the Company's outstanding Common Stock is then
      listed.

      12. Legend on Certificates. The certificates representing shares issued
pursuant to the exercise of an option granted hereunder shall carry such
appropriate legend, and such written instructions shall be given to the
Company's transfer agent, as may be deemed necessary or advisable by counsel to
the Company in order to comply with the requirements of the Securities Act of
1933 or any state securities laws.

      13. Representation of Optionee. If requested by the Company, the optionee
shall deliver to the Company written representations and warranties upon
exercise of the option that are necessary to show compliance with Federal and
state securities laws, including representations and warranties to the effect
that a purchase of shares under the option is made for investment and not with a
view to their distribution (as that term is used in the Securities Act of 1933).

      14. Option Agreement. Each option granted under the provisions of this
Plan shall be evidenced by an option agreement, which agreement shall be duly
executed and delivered on behalf of the Company and by the optionee to whom such
option is granted. The option agreement shall contain such terms, provisions and
conditions not inconsistent with this Plan as may be determined by the officer
executing it.

      15. Termination and Amendment of Plan. Options may no longer be granted
under this Plan after February __, 2010, and this Plan shall terminate when all
options granted or to be granted hereunder are no longer outstanding. The Board
may at any time terminate this Plan or make such modification or amendment
thereof as it deems advisable; provided, however, that the Board may not,
without approval of the stockholders, (a) increase the maximum number of shares
for which options may be granted under this Plan (except by adjustment pursuant
to Section 10), (b) materially modify the requirements as to eligibility to
participate in this Plan or (c) materially increase benefits accruing to option
holders under this Plan. Termination or any modification or amendment of this
Plan shall not, without consent of a participant, affect his or her rights under
an option previously granted to him or her.

      16. Withholding of Income Taxes. Upon the exercise of an option, the
Company, in accordance with Section 3402(a) of the Internal Revenue Code, may
require the optionee to pay
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withholding taxes in respect of amounts considered to be compensation includible
in the optionee's gross income.

      17. Compliance with Regulations. It is the Company's intent that the Plan
comply in all respects with Rule 16b-3 under the Securities Exchange Act of 1934
(or any successor or amended provision thereof) and any applicable Securities
and Exchange Commission interpretations thereof. If any provision of this Plan
is deemed not to be in compliance with Rule 16b-3, the provision shall be null
and void.

      18. Governing Law. The validity and construction of this Plan and the
instruments evidencing options shall be governed by the laws of the State of
Delaware, without giving effect to the principles of conflicts of law thereof.


Date Approved by Board of Directors of the Company:       February 16, 2000


Date Approved by Stockholders of the Company:             __________, 2000