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                                                                    EXHIBIT 10.9

                        LOGICAL DESIGN SOLUTIONS, INC.
                  2000 STOCK PLAN FOR NON-EMPLOYEE DIRECTORS


1.  Purposes of the Plan.  The purposes of this Stock Plan for Non-Employee
Directors are: to attract and retain the best available non-employees to serve
as members of the Board, to provide additional incentive to such Directors, and
to promote the success of the Company's business.  Options granted under the
Plan will be Nonqualified Stock Options.

2.  Definitions.  As used herein, the following definitions shall apply:

    2.1  "Administrator" means the Board, which shall administer the Plan in
         accordance with Section 4 of the Plan.

    2.2  "Applicable Laws" means the requirements relating to the administration
         of stock option plans under U.S. state corporate laws, U.S. federal and
         state securities laws, the Code, any stock exchange or quotation system
         on which the Common Stock is listed or quoted and the applicable laws
         of any foreign country or jurisdiction where Options are, or will be,
         granted under the Plan.

    2.3  "Board" means the Board of Directors of the Company.

    2.4  "Code" means the Internal Revenue Code of 1986, as amended.

    2.5  "Common Stock" means the Common Stock of the Company.

    2.6  "Company" means Logical Design Solutions, Inc., a Delaware corporation.

    2.7  "Director" means a member of the Board.

    2.8  "Disability" means total and permanent disability as defined in Section
         22(e)(3) of the Code.

    2.9  "Exchange Act" means the Securities Exchange Act of 1934, as amended.

    2.10 "Fair Market Value" means, as of any date, the value of Common Stock
         determined as follows:

         (a)  if the Common Stock is listed on any established stock exchange or
         a national market system, including without limitation the Nasdaq
         National Market or The Nasdaq Small Cap Market of The Nasdaq Stock
         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
         exchange or system for the last market trading day
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         prior to the time of determination, as reported in The Wall Street
         Journal or such other source as the Administrator deems reliable;

         (b)  if the Common Stock is regularly quoted by a recognized securities
         dealer but selling prices are not reported, the Fair Market Value of a
         Share of Common Stock shall be the mean between the high bid and low
         asked prices for the Common Stock on the last market trading day prior
         to the day of determination, based on such source as the Administrator
         deems reliable;

         (c)  in the absence of an established market for the Common Stock, the
         Fair Market Value shall be determined in good faith by the
         Administrator.

    2.11 "Non-Employee Director" means a Director who constitutes an "outside
         director" within the meaning of Section 162(m) of the Code and a "non-
         employee director" within the meaning of Rule 16b-3.

    2.12 "Nonqualified Stock Option" means an Option not intended to qualify as
         an incentive stock option within the meaning of Section 422 of the
         Code.

    2.13 "Notice of Grant" means a written or electronic notice evidencing
         certain terms and conditions of an individual Option grant. The Notice
         of Grant is part of the Option Agreement.

    2.14 "Option" means a stock option granted pursuant to the Plan.

    2.15 "Option Agreement" means an agreement between the Company and an
         Optionee evidencing the terms and conditions of an individual Option
         grant. The Option Agreement is subject to the terms and conditions of
         the Plan.

    2.16 "Option Exchange Program" means a program whereby outstanding options
         are surrendered in exchange for options with a lower exercise price.

    2.17 "Optioned Stock" means the Common Stock subject to an Option.

    2.18 "Optionee" means the holder of an outstanding Option granted under the
          Plan.

    2.19 "Plan" means this 2000 Stock Plan for Non-Employee Directors.

    2.20 "Rule 16b-3" means Rule 16b-3 of the Exchange Act or any successor to
         Rule 16b-3, as in effect when discretion is being exercised with
         respect to the Plan.


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    2.21  "Share" means a share of the Common Stock, as adjusted in accordance
          with Section 13 of the Plan.


3.  Stock Subject to the Plan.  Subject to the provisions of Section 13 of the
Plan, the maximum aggregate number of Shares that may be optioned and sold under
the Plan is 500,000 Shares, plus any adjustments as provided for herein.  If an
Option expires or becomes unexercisable without having been exercised in full,
or is surrendered pursuant to an Option Exchange Program, the unpurchased Shares
which were subject thereto shall become available for future grant or sale under
the Plan (unless the Plan has terminated); provided, however, that Shares that
have actually been issued under the Plan, whether upon exercise of an Option,
shall not be returned to the Plan and shall not become available for future
distribution under the Plan, except that if Shares of Restricted Stock are
repurchased by the Company at their original purchase price, such Shares shall
become available for future grant under the Plan.

4.  Administration of the Plan.

    4.1  Procedure.  The Plan shall be administered by the Board.

    4.2  Powers of the Administrator. Subject to the provisions of the Plan, the
         Administrator shall have the authority, in its discretion:

         (a)  to determine the Fair Market Value;

         (b)  to select the Non-Employee Directors to whom Options may be
         granted hereunder;

         (c)  to determine the number of shares of Common Stock to be covered by
         each Option granted hereunder;

         (d)  to approve forms of agreement for use under the Plan;

         (e)  to determine the terms and conditions, not inconsistent with the
         terms of the Plan, of any Option granted hereunder. Such terms and
         conditions include, but are not limited to, the exercise price, the
         time or times when Options may be exercised, any vesting acceleration
         or waiver of forfeiture restrictions, and any restriction or limitation
         regarding any Option, based in each case on such factors as the
         Administrator, in its sole discretion, shall determine;

         (f)  to institute an Option Exchange Program;

         (g)  to construe and interpret the terms of the Plan and awards granted
         pursuant to the Plan;

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         (h)  to prescribe, amend and rescind rules and regulations relating to
         the Plan, including rules and regulations relating to sub-plans
         established for the purpose of qualifying for preferred tax treatment
         under foreign tax laws;

         (i)  to modify or amend each Option (subject to Section 15(c) of the
         Plan), including the discretionary authority to extend the post-
         termination exercisability period of Options longer than is otherwise
         provided for in the Plan;

         (j)  to allow Optionees to satisfy withholding tax obligations by
         electing to have the Company withhold from the Shares to be issued upon
         exercise of an Option that number of Shares having a Fair Market Value
         equal to the amount required to be withheld. The Fair Market Value of
         the Shares to be withheld shall be determined on the date that the
         amount of tax to be withheld is to be determined. All elections by an
         Optionee to have Shares withheld for this purpose shall be made in such
         form and under such conditions as the Administrator may deem necessary
         or advisable;

         (k)  to authorize any person to execute on behalf of the Company any
         Instrument required to effect the grant of an Option previously granted
         by the Administrator;

         (l)  to make all other determinations deemed necessary or advisable for
         administering the Plan.

5.  Effect of Administrator's Decision.  The Administrator's decisions,
determinations and interpretations shall be final and binding on all Optionees
and any other holders of Options.

6.  Eligibility.  Each Director who constitutes a Non-Employee Director shall be
eligible to receive grants of Nonqualified Stock Options hereunder, subject to
the limitations of Section 7.

7.  Limitations.

    7.1  Neither the Plan nor any Option shall confer upon an Optionee any right
    with respect to continuing the Optionee's service as Director, nor shall
    they interfere in any way with any rights that the Optionee, the Board or
    the stockholders of the Company may have to terminate such relationship at
    any time.

    7.2  The following limitations shall apply to grants of Options hereunder:

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         (a)  Each Option shall become cumulatively exercisable upon the
         completion of such periods of service or the occurrence of such events
         as the Administrator shall determine in its sole discretion

         (b)  The exercise price per share of Optioned Stock under the Option
         may be equal to, less than or greater than the Fair Market Value per
         Share on the date of grant.

8.  Term of Plan.  The Plan shall become effective upon its adoption by the
Board.  Unless terminated earlier under Section 15 of the Plan, it shall
continue in effect until ten (10) years after the date of its adoption by the
Board.

9.  Term of Option.  The term of each Option shall be ten (10) years from the
date of grant or such shorter term as may be provided in the Option Agreement.

10.  Form of Option Consideration.  The Administrator shall determine the
acceptable form of consideration for exercising an Option, including the method
of payment, at the time of grant.  Such consideration may consist entirely of:

         (a)  cash;

         (b)  check;

         (c)  promissory note;

         (d)  other Shares which (A) in the case of Shares acquired upon
         exercise of an option, have been owned by the Optionee for more than
         six (6) months on the date of surrender, and (B) have a Fair Market
         Value on the date of surrender equal to the aggregate exercise price of
         the Shares as to which said Option shall be exercised;

         (e)  consideration received by the Company under a formal cashless
         exercise program adopted by the Company in connection with the Plan;

         (f)  a reduction in the amount of any Company liability to the
         Optionee, including any liability attributable to the Optionee's
         participation in any Company-sponsored deferred compensation program or
         arrangement;

         (g)  any combination of the foregoing methods of payment; or

         (h)  such other consideration and method of payment for the issuance of
         Shares to the extent permitted by Applicable Laws.

11.  Exercise of Options.

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    11.1 Procedure for Exercise; Rights as a Shareholder. Any Option granted
         hereunder shall be exercisable according to the terms of the Plan and
         at such times and under such conditions as determined by the
         Administrator and set forth in the Option Agreement. Unless the
         Administrator provides otherwise, vesting of Options granted hereunder
         shall be tolled during any unpaid leave of absence. An Option may not
         be exercised for a fraction of a Share.

         An Option shall be deemed exercised when the Company receives:  (i)
         written or electronic notice of exercise (in accordance with the Option
         Agreement) from the person entitled to exercise the Option, and (ii)
         full payment for the Shares with respect to which the Option is
         exercised.  Full payment may consist of any consideration and method of
         payment authorized by the Administrator and permitted by the Option
         Agreement and the Plan.  Shares issued upon exercise of an Option shall
         be issued in the name of the Optionee or, if requested by the Optionee,
         in the name of the Optionee and his or her spouse.

         Until the Shares are issued (as evidenced by the appropriate entry on
         the books of the Company or of a duly authorized transfer agent of the
         Company), no right to vote or receive dividends or any other rights as
         a shareholder shall exist with respect to the Optioned Stock,
         notwithstanding the exercise of the Option.

         The Company shall issue (or cause to be issued) such Shares promptly
         after the Option is exercised.  No adjustment will be made for a
         dividend or other right for which the record date is prior to the date
         the Shares are issued, except as provided in Section 13 of the Plan.

         Exercising an Option in any manner shall decrease the number of Shares
         thereafter available, both for purposes of the Plan and for sale under
         the Option, by the number of Shares as to which the Option is
         exercised.

    11.2 Termination of Relationship as a Director. If an Optionee ceases to be
         a Director, other than upon the Optionee's death or Disability, the
         Optionee may exercise his or her Option within such period of time as
         is specified in the Option Agreement to the extent that he or she is
         entitled to exercise it on the date of termination of service as a
         Director (but in no event later than the expiration of the term of such
         Option as set forth in the Option Agreement).

         In the absence of a specified time in the Option Agreement, the Option
         shall remain exercisable for three (3) months following the Optionee's
         termination of service as a Director.  If, on the date of termination,
         the Optionee is not entitled to exercise his or her entire Option, the
         Shares covered by the unexercisable portion of the Option shall revert
         to the

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         Plan. If, after termination, the Optionee does not exercise his or her
         Option within the time specified by the Administrator, the Option shall
         terminate, and the Shares covered by such Option shall revert to the
         Plan.

    11.3 Disability of Optionee. If an Optionee terminates service as a Director
         as a result of the Optionee's Disability, the Optionee may exercise his
         or her Option at any time within twelve (12) months from the date of
         termination, but only to the extent that the Optionee is entitled to
         exercise it on the date of termination (and in no event later than the
         expiration of the term of the Option as set forth in the Option
         Agreement). If, on the date of termination, the Optionee is not
         entitled to exercise his or her entire Option, the Shares covered by
         the unexercisable portion of the Option shall revert to the Plan. If,
         after termination, the Optionee does not exercise his or her Option
         within the time specified herein, the Option shall terminate, and the
         Shares covered by such Option shall revert to the Plan.

    11.4 Death of Optionee. If an Optionee dies while a Director, the Option may
         be exercised at any time within twelve (12) months following the date
         of death (but in no event later than the expiration of the term of such
         Option as set forth in the Notice of Grant), by the Optionee's estate
         or by a person who acquires the right to exercise the Option by bequest
         or inheritance, but only to the extent that the Optionee would have
         been entitled to exercise the Option on the date of death. If, at the
         time of death, the Optionee is not entitled to exercise his or her
         entire Option, the Shares covered by the unexercisable portion of the
         Option shall immediately revert to the Plan. The Option may be
         exercised by the executor or administrator of the Optionee's estate or,
         if none, by the person(s) entitled to exercise the Option under the
         Optionee's will or the laws of descent or distribution. If the Option
         is not so exercised within the time specified herein, the Option shall
         terminate, and the Shares covered by such Option shall revert to the
         Plan.

    11.5 Buyout Provisions. The Administrator may at any time offer to buy out
         for a payment in cash or Shares, an Option previously granted based on
         such terms and conditions as the Administrator shall establish and
         communicate to the Optionee at the time that such offer is made.

12. Non-Transferability of Options.  Unless the Administrator determines
otherwise, an Option may not be sold, pledged, assigned, hypothecated,
transferred, or disposed of in any manner other than by will or by the laws of
descent or distribution and may be exercised, during the lifetime of the
Optionee, only by the Optionee.  If the Administrator makes an Option
transferable, such Option shall contain such additional terms and conditions as
the Administrator deems appropriate.

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13. Adjustments Upon Changes in Capitalization, Dissolution, Merger or Asset
Sale.

    13.1 Changes in Capitalization. Subject to any required action by the
         shareholders of the Company, the number of shares of Common Stock
         covered by each outstanding Option, and the number of shares of Common
         Stock which have been authorized for issuance under the Plan but as to
         which no Options have yet been granted or which have been returned to
         the Plan upon cancellation or expiration of an Option, as well as the
         price per share of Common Stock covered by each such outstanding
         Option, shall be proportionately adjusted for any increase or decrease
         in the number of issued shares of Common Stock resulting from a stock
         split, reverse stock split, stock dividend, combination or
         reclassification of the Common Stock, or any other increase or decrease
         in the number of issued shares of Common Stock effected without receipt
         of consideration by the Company; provided, however, that conversion of
         any convertible securities of the Company shall not be deemed to have
         been "effected without receipt of consideration." Such adjustment shall
         be made by the Board, whose determination in that respect shall be
         final, binding and conclusive.

         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 of Common
         Stock subject to an Option.

    13.2 Dissolution or Liquidation. In the event of the proposed dissolution or
         liquidation of the Company, the Administrator shall notify each
         Optionee as soon as practicable prior to the effective date of such
         proposed transaction. The Administrator in its discretion may provide
         for an Optionee to have the right to exercise his or her Option until
         ten (10) days prior to such transaction as to all of the Optioned Stock
         covered thereby, including Shares as to which the Option would not
         otherwise be exercisable. In addition, the Administrator may provide
         that any Company repurchase option applicable to any Shares purchased
         upon exercise of an Option shall lapse as to all such Shares, provided
         the proposed dissolution or liquidation takes place at the time and in
         the manner contemplated. To the extent it has not been previously
         exercised, an Option will terminate immediately prior to the
         consummation of such proposed action.

    13.3 Merger or Asset Sale. In the event of a merger of the Company with or
         into another corporation, or the sale of substantially all of the
         assets of the Company, each outstanding Option shall be assumed or an

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         equivalent option or right substituted by the successor corporation or
         a parent or subsidiary of the successor corporation. In the event that
         the successor corporation refuses to assume or substitute for the
         Option, the Optionee shall fully vest in and have the right to exercise
         the Option as to all of the Optioned Stock, including Shares as to
         which it would not otherwise be vested or exercisable. If an Option
         becomes fully vested and exercisable in lieu of assumption or
         substitution in the event of a merger or sale of assets, the
         Administrator shall notify the Optionee in writing or electronically
         that the Option shall be fully vested and exercisable for a period of
         fifteen (15) days from the date of such notice, and the Option shall
         terminate upon the expiration of such period. For the purposes of this
         paragraph, the Option shall be considered assumed if, following the
         merger or sale of assets, the option or right confers the right to
         purchase or receive, for each Share of Optioned Stock subject to the
         Option immediately prior to the merger or sale of assets, the
         consideration (whether stock, cash, or other securities or property)
         received in the merger or sale of assets by holders of Common Stock for
         each Share held on the effective date of the transaction (and if
         holders were offered a choice of consideration, the type of
         consideration chosen by the holders of a majority of the outstanding
         Shares); provided, however, that if such consideration received in the
         merger or sale of assets is not solely common stock of the successor
         corporation or its parent, the Administrator may, with the consent of
         the successor corporation, provide for the consideration to be received
         upon the exercise of the Option, for each Share of Optioned Stock
         subject to the Option, to be solely common stock of the successor
         corporation or its parent equal in fair market value to the per share
         consideration received by holders of Common Stock in the merger or sale
         of assets.

14. Date of Grant.  The date of grant of an Option shall be, for all purposes,
the date on which the Administrator makes the determination granting such
Option, or such other later date as is determined by the Administrator.  Notice
of the determination shall be provided to each Optionee within a reasonable time
after the date of such grant.

15. Amendment and Termination of the Plan.

    15.1 Amendment and Termination.  The Board may at any time amend, alter,
         suspend or terminate the Plan.

    15.2 Shareholder Approval.  The Company shall obtain shareholder approval of
         any Plan amendment to the extent necessary and desirable to comply with
         Applicable Laws.

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    15.3 Effect of Amendment or Termination. No amendment, alteration,
         suspension or termination of the Plan shall impair the rights of any
         Optionee, unless mutually agreed otherwise between the Optionee and the
         Administrator, which agreement must be in writing and signed by the
         Optionee and the Company.

16. Conditions Upon Granting of Awards and Issuance of Shares.

    16.1 Shareholders Agreement. The Administrator, in its discretion, may
         determine that as a condition to the grant of an Option hereunder the
         person receiving such Option shall be required to enter into a
         Shareholders Agreement with the Company (in substantially the form
         attached to the applicable Notice of Grant) with respect to all Shares
         then held and thereafter acquired by such person, including, without
         limitation, Shares acquired upon previous exercises of stock options or
         stock purchase rights granted under this Plan or any predecessor plan.

    16.2 Legal Compliance. Shares shall not be issued pursuant to the exercise
         of an Option unless the exercise of such Option and the issuance and
         delivery of such Shares shall comply with Applicable Laws and shall be
         further subject to the approval of counsel for the Company with respect
         to such compliance.

    16.3 Investment Representations. As a condition to the exercise of an
         Option, the Company may require the person exercising such Option to
         represent and warrant at the time of any such exercise that the Shares
         are being purchased only for investment and without any present
         intention to sell or distribute such Shares if, in the opinion of
         counsel for the Company, such a representation is required.

17.  Inability to Obtain Authority.  The inability of the Company to obtain
authority from any regulatory body having jurisdiction, which authority is
deemed by the Company's counsel to be necessary to the lawful issuance and sale
of any Shares hereunder, shall relieve the Company of any liability in respect
of the failure to issue or sell such Shares as to which such requisite authority
shall not have been obtained.

18.  Reservation of Shares.  The Company, during the term of this Plan, will at
all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan.

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