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                                                                    EXHIBIT 10.6

                                [ENTERWORKS LOGO]

                                ENTERWORKS, INC.

                            2000 STOCK INCENTIVE PLAN


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                                TABLE OF CONTENTS

<TABLE>
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<S>  <C>                                                                          <C>
1.   PURPOSE.......................................................................1
2.   DEFINITIONS...................................................................1
3.   ADMINISTRATION OF THE PLAN....................................................4
     3.1    Board..................................................................4
     3.2    Committee..............................................................4
     3.3    Grants.................................................................4
     3.4    Deferral Arrangement...................................................5
     3.5    No Liability...........................................................5
4.   STOCK SUBJECT TO THE PLAN.....................................................5
5.   GRANT ELIGIBILITY.............................................................6
     5.1    Employees and Other Service Providers..................................6
     5.2    Successive Grants......................................................6
     5.3    Limitations on Incentive Stock Options.................................6
6.   AWARD AGREEMENT...............................................................6
7.   TERMS AND CONDITIONS OF OPTIONS...............................................7
     7.1    Option Price...........................................................7
     7.2    Vesting and Option Period..............................................7
     7.3    Term...................................................................7
     7.4    Exercise of Options on Termination of Service..........................7
     7.5    Limitations on Exercise of Option......................................8
     7.6    Exercise Procedure.....................................................8
     7.7    Right of Holders of Options............................................8
     7.8    Delivery of Stock Certificates.........................................8
8.   TRANSFERABILITY OF OPTIONS....................................................8
     8.1    Transferability of Options.............................................8
     8.2    Transfers..............................................................9
            8.2.1  Family Transfers................................................9
            8.2.2  Company Approved Transfers......................................9
9.   RESTRICTED STOCK..............................................................9
     9.1    Grant of Restricted Stock..............................................9
     9.2    Restrictions...........................................................9
     9.3    Restricted Stock Certificates..........................................10
     9.4    Rights of Holders of Restricted Stock..................................10
     9.5    Termination of Service.................................................10
     9.6    Purchase and Delivery of Stock.........................................10
10.  FORM OF PAYMENT...............................................................11
     10.1   General Rule...........................................................11
     10.2   Surrender of Stock.....................................................11
     10.3   Cashless Exercise......................................................11
     10.4   Promissory Note........................................................11
11.  WITHHOLDING TAXES.............................................................11
12.  RESTRICTIONS ON TRANSFER OF SHARES OF STOCK...................................12
     12.1   Right of First Refusal.................................................12
     12.2   Repurchase and Other Rights............................................12
     12.3   Installment Payments...................................................12
            12.3.1 General Rule....................................................12
            12.3.2 Exception in the Case of Stock Repurchase Right.................12
     12.4   Publicly Traded Stock..................................................13
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<TABLE>
<S>  <C>                                                                          <C>
     12.5   Legend.................................................................13
13.  PARACHUTE LIMITATIONS.........................................................13
14.  REQUIREMENTS OF LAW...........................................................13
     14.1   General................................................................14
     14.2   Rule 16b-3.............................................................14
     14.3   Financial Reports......................................................14
15.  EFFECT OF CHANGES IN CAPITALIZATION...........................................14
     15.1   Changes in Stock.......................................................15
     15.2   Reorganization in Which the Company Is the Surviving Entity and in
            Which No Change of Control Occurs......................................15
     15.3   Reorganization, Sale of Assets or Sale of Stock Which Involves a
            Change of Control......................................................15
     15.4   Adjustments............................................................16
     15.5   No Limitations on Company..............................................16
16.  DURATION AND AMENDMENTS.......................................................16
     16.1   Term of the Plan.......................................................16
     16.2   Amendment and Termination of the Plan..................................16
17.  GENERAL PROVISIONS............................................................16
     17.1   Disclaimer of Rights...................................................16
     17.2   Nonexclusivity of the Plan.............................................17
     17.3   Captions...............................................................17
     17.4   Other Award Agreement Provisions.......................................17
     17.5   Number and Gender......................................................17
     17.6   Severability...........................................................17
     17.7   Pooling................................................................17
     17.8   Governing Law..........................................................17
18.  EXECUTION.....................................................................19
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                                ENTERWORKS, INC.

                            2000 STOCK INCENTIVE PLAN

        Enterworks, Inc., a Delaware corporation (the "Company"), sets forth
herein the terms of its 2000 Stock Option and Incentive Plan (the "Plan") as
follows:

1.      PURPOSE

        The Plan is intended to enhance the Company's and its Affiliates' (as
defined herein) ability to attract and retain highly qualified officers,
directors, key employees, and other persons, and to motivate such officers,
directors, key employees, and other persons to serve the Company and its
Affiliates and to expend maximum effort to improve the business results and
earnings of the Company, by providing to such officers, directors, key employees
and other persons an opportunity to acquire or increase a direct proprietary
interest in the operations and future success of the Company. To this end, the
Plan provides for the grant of stock options and restricted stock in accordance
with the terms hereof. Stock options granted under the Plan may be nonqualified
stock options or incentive stock options, as provided herein.

2.      DEFINITIONS

        For purposes of interpreting the Plan and related documents (including
Award Agreements), the following definitions shall apply:

        2.1 "AFFILIATE" means, with respect to the Company, any company or other
trade or business that controls, is controlled by or is under common control
with the Company within the meaning of Rule 405 of Regulation C under the
Securities Act, including, without limitation, any Subsidiary.

        2.2 "AWARD AGREEMENT" means the stock option agreement, restricted stock
agreement or other written agreement between the Company and a Grantee that
evidences and sets out the terms and conditions of a Grant.

        2.3     "BENEFIT ARRANGEMENT" shall have the meaning set forth in
SECTION 15 hereof.

        2.4     "BOARD" means the Board of Directors of the Company.

        2.5 "CAUSE" means, as determined by the Board and unless otherwise
provided in an applicable employment agreement with the Company or an Affiliate,
(i) gross negligence or willful misconduct in connection with the performance of
duties; (ii) conviction of a criminal offense (other than minor traffic
offenses); or (iii) material breach of any term of any employment, consulting or
other services, confidentiality, intellectual property or non-competition
agreements, if any, between the Service Provider and the Company or an
Affiliate.

        2.6 "CHANGE OF CONTROL" means (i) the dissolution or liquidation of the
Company or a merger, consolidation, or reorganization of the Company with one or
more other entities in which the Company is not the surviving entity, (ii) a
sale of substantially all of the assets of the Company to another person or
entity, or (iii) any transaction (including without limitation a merger or
reorganization in which the Company is the surviving entity) which results in
any person or entity (other than persons who are shareholders or Affiliates at
the time the Plan is approved by the

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Company's shareholders) owning 50% or more of the combined voting power of all
classes of stock of the Company.

        2.7  "CODE" means the Internal Revenue Code of 1986, as now in effect or
as hereafter amended.

        2.8  "COMMITTEE" means a committee of, and designated from time to time
by resolution of, the Board, which shall consist of ONE OR MORE members of the
Board.

        2.9  "COMPANY" means Enterworks, Inc.

        2.10 "DISABILITY" means the Grantee is unable to perform each of the
essential duties of such Grantee position by reason of a medically determinable
physical or mental impairment which is potentially permanent in character or
which can be expected to last for a continuous period of not less than 12
months; provided, however, that, with respect to rules regarding expiration of
an Incentive Stock Option following termination of the Grantee's Service,
Disability shall mean the Grantee is unable to engage in any substantial gainful
activity by reason of a medically determinable physical or mental impairment
which can be expected to result in death or which has lasted or can be expected
to last for a continuous period of not less than 12 months.

        2.11 "EFFECTIVE DATE" means March 2, 2000, the date the Plan is approved
by the Board; provided however, that no options or stock shall be issued
hereunder until this Plan is duly approved by the Company's shareholders.

        2.12 "EXCHANGE ACT" means the Securities Exchange Act of 1934, as now in
effect or as hereafter amended.

        2.13 "FAIR MARKET VALUE" means the value of a share of Stock, determined
as follows: if on the Grant Date or other determination date the Stock is listed
on an established national or regional stock exchange, is admitted to quotation
on The Nasdaq Stock Market, Inc., or is publicly traded on an established
securities market, the Fair Market Value of a share of Stock shall be the
closing price of the Stock on such exchange or in such market (the highest such
closing price if there is more than one such exchange or market) on the Grant
Date or such other determination date (or if there is no such reported closing
price, the Fair Market Value shall be the mean between the highest bid and
lowest asked prices or between the high and low sale prices on such trading day)
or, if no sale of Stock is reported for such trading day, on the next preceding
day on which any sale shall have been reported. If the Stock is not listed on
such an exchange, quoted on such system or traded on such a market, Fair Market
Value shall be the value of the Stock as determined by the Board in good faith.

        2.14 "FAMILY MEMBER" means a person who is a spouse, child, stepchild,
grandchild, parent, stepparent, grandparent, niece, nephew, mother-in-law,
father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law,
including adoptive relationships, of the Grantee, any person sharing the
Grantee's household (other than a tenant or employee), a trust in which any one
or more these persons have more than fifty percent of the beneficial interest, a
foundation in which any one or more of these persons (or the Grantee) control
the management of assets, and any other entity in which one or more these
persons (or the Grantee) own more than fifty percent of the voting interests;
provided, however, that to the extent required by applicable law, the term
Family Member shall be limited to a person who is a spouse, child, stepchild,
grandchild, parent, stepparent, grandparent, mother-in-law, father-in-law,
son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including
adoptive relationships, of the Grantee or a trust or foundation for the
exclusive benefit of any one or more of these persons.

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        2.15 "GRANT" means an award of an Option or Restricted Stock under the
Plan.

        2.16 "GRANT DATE" means, as determined by the Board, the latest to occur
of (i) the date as of which the Board approves a Grant, (ii) the date on which
the recipient of a Grant first becomes eligible to receive a Grant under SECTION
5 hereof, or (iii) such other date as may be specified by the Board.

        2.17 "GRANTEE" means a person who receives or holds an Option or
Restricted Stock under the Plan.

        2.18 "INCENTIVE STOCK OPTION" means an "incentive stock option" within
the meaning of Section 422 of the Code, or the corresponding provision of any
subsequently enacted tax statute, as amended from time to time.

        2.19 "NONQUALIFIED STOCK OPTION" means a stock option that is not an
Incentive Stock Option.

        2.20 "OPTION" means an option to purchase one or more shares of Stock
pursuant to the Plan.

        2.21 "OPTION PERIOD" means the period during which Options may be
exercised as set forth in SECTION 7 hereof.

        2.22 "OPTION PRICE" means the purchase price for each share of Stock
subject to an Option.

        2.23 "OTHER AGREEMENT" shall have the meaning set forth in SECTION 13
hereof.

        2.24 "PLAN" means this Enterworks, Inc. 2000 Stock Incentive Plan.

        2.25 "REPORTING PERSON" means a person who is required to file reports
under Section 16(a) of the Exchange Act.

        2.26 "RESTRICTED STOCK" means shares of Stock, awarded to a Grantee
pursuant to SECTION 9 hereof, that are subject to restrictions and to a risk of
forfeiture.

        2.27 "SECURITIES ACT" means the Securities Act of 1933, as now in effect
or as hereafter amended.

        2.28 "SERVICE" means service as an employee, officer, director or other
Service Provider of the Company or an Affiliate. Unless otherwise stated in the
applicable Award Agreement, a Grantee's change in position or duties shall not
result in interrupted or terminated Service, so long as such Grantee continues
to be an employee, officer, director or other Service Provider of the Company or
an Affiliate. Subject to the preceding sentence, whether a termination of
Service shall have occurred for purposes of the Plan shall be determined by the
Board, which determination shall be final and conclusive.

        2.29 "SERVICE PROVIDER" means an employee, officer or director of the
Company or an Affiliate, or a consultant or adviser to the Company or an
Affiliate.

        2.30 "STOCK" means the common stock, $.01 par value per share, of the
Company.

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        2.31 "SUBSIDIARY" means any "subsidiary corporation" of the Company
within the meaning of Section 424(f) of the Code.

        2.32 "TEN-PERCENT STOCKHOLDER" means an individual who owns more than
ten percent (10%) of the total combined voting power of all classes of
outstanding stock of the Company, its parent or any of its subsidiaries. In
determining stock ownership, the attribution rules of section 424(d) of the Code
shall be applied.

3.      ADMINISTRATION OF THE PLAN

        3.1  BOARD.

        The Board shall have such powers and authorities related to the
administration of the Plan as are consistent with the Company's certificate of
incorporation and by-laws, as amended from time to time, and applicable law. The
Board shall have full power and authority to take all actions and to make all
determinations required or provided for under the Plan, any Grant or any Award
Agreement, and shall have full power and authority to take all such other
actions and make all such other determinations not inconsistent with the
specific terms and provisions of the Plan that the Board deems to be necessary
or appropriate to the administration of the Plan, any Grant or any Award
Agreement. All such actions and determinations shall be by the affirmative vote
of a majority of the members of the Board present at a meeting or by unanimous
consent of the Board executed in writing in accordance with the Company's
certificate of incorporation and by-laws and applicable law. The interpretation
and construction by the Board of any provision of the Plan, any Grant or any
Award Agreement shall be final and conclusive. To the extent permitted by law,
the Board may delegate its authority under the Plan to a member of the Board or
an executive officer of the Company who is a member of the Board.

        3.2  COMMITTEE.

        The Board from time to time may delegate to one or more Committees such
powers and authorities related to the administration and implementation of the
Plan, as set forth in SECTION 3.1 above and in other applicable provisions, as
the Board shall determine, consistent with the certificate of incorporation and
by-laws of the Company and applicable law. In the event that the Plan, any Grant
or any Award Agreement entered into hereunder provides for any action to be
taken by or determination to be made by the Board, such action may be taken by
or such determination may be made by the applicable Committee if the power and
authority to do so has been delegated to the Committee by the Board as provided
for in SECTION 3.1. Unless otherwise expressly determined by the Board, any such
action or determination by the Committee shall be final, binding and conclusive.
To the extent permitted by law, the Committee may delegate its authority under
the Plan to a member of the Board or an executive officer of the Company who is
a member of the Board.

        3.3  GRANTS.

        Subject to the other terms and conditions of the Plan, the Board shall
have full and final authority to:

        (i)    designate Grantees,

        (ii)   determine the type or types of Grants to be made to a Grantee,

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        (iii)  determine the number of shares of Stock to be subject to a Grant,

        (iv)   establish the terms and conditions of each Grant (including, but
               not limited to, the exercise price of any Option, the nature and
               duration of any restriction or condition (or provision for lapse
               thereof) relating to the vesting, exercise, transfer, or
               forfeiture of a Grant or the shares of Stock subject thereto, and
               any terms or conditions that may be necessary to qualify Options
               as Incentive Stock Options),

        (v)    prescribe the form of each Award Agreement evidencing a Grant,
               and

        (vi)   amend, modify, or supplement the terms of any outstanding Grant.

        Such authority specifically includes the authority, in order to
effectuate the purposes of the Plan but without amending the Plan, to modify
Grants to eligible individuals who are foreign nationals or are individuals who
are employed outside the United States to recognize differences in local law,
tax policy, or custom. As a condition to any Grant, the Board shall have the
right, at its discretion, to require Grantees to return to the Company Grants
previously awarded under the Plan. Subject to the terms and conditions of the
Plan, any such subsequent Grant shall be upon such terms and conditions as are
specified by the Board at the time the new Grant is made. The Board shall have
the right, in its discretion, to make Grants in substitution or exchange for any
other grant under another plan of the Company, any Affiliate, or any business
entity to be acquired by the Company or an Affiliate. The Company may retain the
right in an Award Agreement to cause a forfeiture of the gain realized by a
Grantee on account of actions taken by the Grantee in violation or breach of or
in conflict with any non-competition agreement, any agreement prohibiting
solicitation of employees or clients of the Company or any Affiliate thereof or
any confidentiality obligation with respect to the Company or any Affiliate
thereof or otherwise in competition with the Company or any Affiliate thereof,
to the extent specified in such Award Agreement applicable to the Grantee.
Furthermore, the Company may annul a Grant if the Grantee is an employee of the
Company or an Affiliate thereof and is terminated "for cause" as defined in the
applicable Award Agreement.

        3.4  DEFERRAL ARRANGEMENT.

        The Board may permit or require the deferral of any award payment into a
deferred compensation arrangement, subject to such rules and procedures as it
may establish, which may include provisions for the payment or crediting of
interest or dividend equivalents, including converting such credits into
deferred Stock equivalents and restricting deferrals to comply with hardship
distribution rules affecting 401(k) plans.

        3.5  NO LIABILITY.

        No member of the Board or of the Committee shall be liable for any
action or determination made in good faith with respect to the Plan or any Grant
or Award Agreement.

4.      STOCK SUBJECT TO THE PLAN

        Subject to adjustment as provided in SECTION 15 hereof and the
limitation of the next paragraph relating to Restricted Stock, the number of
shares of Stock available for issuance under the Plan shall be 5,000,000 (five
million) which shall be increased on the first day of each of the Company's
fiscal years, commencing after the Effective Date of the Plan, by the lesser of
1,500,000 shares or 4% of the outstanding and issued common stock or such lesser
amount as determined by the Board. Stock issued or to be issued under the Plan
shall be authorized but unissued shares or, to

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the extent permitted by applicable law, issued shares that have been reacquired
by the Company. If any shares covered by a Grant are not purchased or are
forfeited, or if a Grant otherwise terminates without delivery of any Stock
subject thereto, then the number of shares of Stock counted against the
aggregate number of shares available under the Plan with respect to such Grant
shall, to the extent of any such forfeiture or termination, again be available
for making Grants under the Plan.

        Notwithstanding the preceding paragraph, of the 5,000,000 shares of
Stock available for issuance under the Plan, no more than 20 percent (20%) of
that amount (or 1,000,000 shares) shall be available for issuance as Restricted
Stock.

5.      GRANT ELIGIBILITY

        5.1  EMPLOYEES AND OTHER SERVICE PROVIDERS.

        Grants (including Grants of Incentive Stock Options, subject to SECTION
5.3) may be made under the Plan to any employee, officer or director of, or
other Service Provider providing, or who has provided, services to, the Company
or any Affiliate. To the extent required by applicable state law, Grants within
certain states may be limited to employees and officers or employees, officers
and directors.

        5.2  SUCCESSIVE GRANTS.

        An eligible person may receive more than one Grant, subject to such
restrictions as are provided herein.

        5.3  LIMITATIONS ON INCENTIVE STOCK OPTIONS.

        An Option shall constitute an Incentive Stock Option only (i) if the
Grantee of such Option is an employee of the Company or any Subsidiary of the
Company (or any parent); (ii) to the extent specifically provided in the related
Award Agreement; and (iii) to the extent that the aggregate Fair Market Value
(determined at the time the Option is granted) of the shares of Stock with
respect to which all Incentive Stock Options held by such Grantee become
exercisable for the first time during any calendar year (under the Plan and all
other plans of the Grantee's employer and its affiliates) does not exceed
$100,000. This limitation shall be applied by taking Options into account in the
order in which they were granted.

6.      AWARD AGREEMENT

        Each Grant pursuant to the Plan shall be evidenced by an Award
Agreement, in such form or forms as the Board shall from time to time determine,
which specifies the number of shares subject to the Grant and provides for
adjustment in accordance with SECTION 15. Award Agreements granted from time to
time or at the same time need not contain similar provisions but shall be
consistent with the terms of the Plan. Each Award Agreement evidencing a Grant
of Options shall specify whether such Options are intended to be Nonqualified
Stock Options or Incentive Stock Options, and in the absence of such
specification such options shall be deemed Nonqualified Stock Options.

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7.      TERMS AND CONDITIONS OF OPTIONS

        7.1  OPTION PRICE.

        The Option Price of each Option shall be fixed by the Board and stated
in the Award Agreement evidencing such Option. In the case of an Incentive Stock
Option the Option Price shall be the Fair Market Value on the Grant Date of a
share of Stock; provided, however, that in the event that a Grantee is a
Ten-Percent Stockholder, the Option Price of an Incentive Stock Option granted
to such Grantee shall be not less than 110 percent of the Fair Market Value of a
share of Stock on the Grant Date. To the extent required by applicable law, in
the case of a Nonqualified Stock Option, the Option Price shall be not less than
85 percent of the Fair Market Value on the Grant Date of a share of Stock;
provided, however, that in the event that a Grantee is a Ten-Percent
Stockholder, the Option Price shall be not less than 110 percent of the Fair
Market Value of a share of Stock on the Grant Date. In no case shall the Option
Price of any Option be less than the par value of a share of Stock.

        7.2  VESTING AND OPTION PERIOD.

        Subject to SECTIONS 7.3 and 15.3 hereof, each Option granted under the
Plan shall become exercisable at such times and under such conditions as shall
be determined by the Board and stated in the Award Agreement. For purposes of
this SECTION 7.2, fractional numbers of shares of Stock subject to an Option
shall be rounded down to the next nearest whole number. To the extent required
by applicable law, each Option shall become exercisable no less rapidly than the
rate of twenty percent (20%) per year for each of the first five (5) years from
the Grant Date based on continued Service. Subject to the preceding sentence,
the Board may provide, for example, in the Award Agreement for (i) accelerated
exercisability of the Option in the event the Grantee's Service terminates on
account of death, Disability or another event, (ii) expiration of the Option
prior to its term in the event of the termination of the Grantee's Service,
(iii) immediate forfeiture of the Option in the event the Grantee's Service is
terminated for Cause or (iv) unvested Options to be exercised subject to the
Company's right of repurchase with respect to unvested shares of Stock.

        7.3  TERM.

        Each Option granted under the Plan shall terminate, and all rights to
purchase shares of Stock thereunder shall cease, upon the expiration of ten
years from the date such Option is granted, or under such circumstances and on
such date prior thereto as is set forth in the Plan or as may be fixed by the
Board and stated in the Award Agreement relating to such Option; provided,
however, that in the event that the Grantee is a Ten-Percent Stockholder, an
Option granted to such Grantee that is intended to be an Incentive Stock Option
shall not be exercisable after the expiration of five years from its Grant Date.

        7.4  EXERCISE OF OPTIONS ON TERMINATION OF SERVICE.

        Each Award Agreement shall set forth the extent to which the Grantee
shall have the right to exercise the Option following termination of the
Grantee's Service. Such provisions shall be determined in the sole discretion of
the Board, need not be uniform among all Options issued pursuant to the Plan,
and may reflect distinctions based on the reasons for termination of employment.
Notwithstanding the foregoing, to the extent required by applicable law, each
Option

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shall provide that the Grantee shall have the right to exercise the vested
portion of any Option held at termination for at least thirty (30) days
following termination of service with the Company for any reason (other than for
Cause or by resignation), and that the Grantee shall have the right to exercise
the Option for at least six (6) months if the Grantee's service terminates due
to death or Disability.

        7.5  LIMITATIONS ON EXERCISE OF OPTION.

        Notwithstanding any other provision of the Plan, in no event may any
Option be exercised, in whole or in part, prior to the date the Plan is approved
by the shareholders of the Company, or after ten years following the date upon
which the Option is granted, or after the occurrence of an event referred to in
SECTION 15 hereof which results in termination of the Option.

        7.6  EXERCISE PROCEDURE.

        An Option that is exercisable may be exercised by the Grantee's delivery
to the Company of written notice of exercise on any business day, at the
Company's principal OFFICE, on the form specified by the Company. Such notice
shall specify the number of shares of Stock with respect to which the Option is
being exercised and shall be accompanied by payment in full of the Option Price
of the shares for which the Option is being exercised. The minimum number of
shares of Stock with respect to which an Option may be exercised, in whole or in
part, at any time shall be the lesser of (i) 100 shares or such lesser number
set forth in the applicable Award Agreement and (ii) the maximum number of
shares available for purchase under the Option at the time of exercise. The
Option Price shall be payable in a form described in SECTION 10.

        7.7  RIGHT OF HOLDERS OF OPTIONS.

        Unless otherwise stated in the applicable Award Agreement, an individual
holding or exercising an Option shall have none of the rights of a shareholder
(for example, the right to cash or dividend payments or distributions
attributable to the subject shares of Stock or to the direct the voting of
shares of Stock) until the shares of Stock covered thereby are fully paid and
issued to such individual

        7.8  DELIVERY OF STOCK CERTIFICATES.

        Promptly after the exercise of an Option by a Grantee and the payment in
full of the Option Price, such Grantee shall be entitled to the issuance of a
stock certificate or certificates evidencing such Grantee's ownership of the
shares of Stock purchased upon such exercise of the Option.

8.      TRANSFERABILITY OF OPTIONS

        8.1  TRANSFERABILITY OF OPTIONS.

        Except as provided in SECTION 8.2, during the lifetime of a Grantee,
only the Grantee (or, in the event of legal incapacity or incompetency, the
Grantee's guardian or legal representative) may exercise an Option. Except as
provided in SECTION 8.2, no Option shall be assignable or transferable by the
Grantee to whom it is granted, other than by will or the laws of descent and
distribution.

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        8.2  TRANSFERS.

             8.2.1  FAMILY TRANSFERS.

        If authorized in the applicable Award Agreement, a Grantee may transfer,
not for value, all or part of an Option that is not an Incentive Stock Option to
any Family Member. For the purpose of this SECTION 8.2, a "not for value"
transfer is a transfer which is (i) a gift, (ii) a transfer under a domestic
relations order in settlement of marital property rights; or (iii) unless
applicable law does not permit such transfers, a transfer to an entity in which
more than fifty percent of the voting interests are owned by Family Members (or
the Grantee) in exchange for an interest in that entity. Following a transfer
under this SECTION 8.2, any such Option shall continue to be subject to the same
terms and conditions as were applicable immediately prior to transfer, and
shares of Stock acquired pursuant to the Option shall be subject to the same
restrictions on transfer of shares as would have applied to the Grantee.
Subsequent transfers of transferred Options are prohibited except to Family
Members of the original Grantee in accordance with this SECTION 8.2 or by will
or the laws of descent and distribution. The events of termination of Service
under an Option shall continue to be applied with respect to the original
Grantee, following which the Option shall be exercisable by the transferee only
to the extent, and for the periods specified in the Option, and the shares may
be subject to repurchase by the Company or its assignee.

             8.2.2  COMPANY APPROVED TRANSFERS.

        If authorized in the applicable Award Agreement, a Grantee may transfer
all or part of an Option which is not an Incentive Stock Option to any employee
or co-worker of such Grantee after written approval of the Board.

9.      RESTRICTED STOCK

        9.1  GRANT OF RESTRICTED STOCK.

        The Board may from time to time grant Restricted Stock to persons
eligible to receive Grants under SECTION 5 hereof, subject to such restrictions,
conditions and other terms as the Board may determine.

        9.2  RESTRICTIONS.

        At the time a Grant of Restricted Stock is made, the Board shall
establish a restriction period applicable to such Restricted Stock. Each Grant
of Restricted Stock may be subject to a different restriction period. The Board
may, in its sole discretion, at the time a Grant of Restricted Stock is made,
prescribe conditions that must be satisfied prior to the expiration of the
restriction period, including the satisfaction of corporate or individual
performance objectives or continued Service, in order that all or any portion of
the Restricted Stock shall vest. To the extent required by applicable law, the
vesting restrictions applicable to a Grant of Restricted Stock shall lapse no
less rapidly than the rate of twenty percent (20%) per year for each of the
first five (5) years from the Grant Date, based on continued Service.

        The Board also may, in its sole discretion, shorten or terminate the
restriction period or waive any of the conditions applicable to all or a portion
of the Restricted Stock. The Restricted Stock may not be sold, transferred,
assigned, pledged or otherwise encumbered or disposed of during the restriction
period or prior to the satisfaction of any other conditions prescribed by the
Board with respect to such Restricted Stock.

                                      -9-
<PAGE>   13

        9.3   RESTRICTED STOCK CERTIFICATES.

        The Company shall issue, in the name of each Grantee to whom Restricted
Stock has been granted, stock certificates representing the total number of
shares of Restricted Stock granted to the Grantee, as soon as reasonably
practicable after the Grant Date. The Board may provide in an Award Agreement
that either (i) the Secretary of the Company shall hold such certificates for
the Grantee's benefit until such time as the Restricted Stock is forfeited to
the Company, or the restrictions lapse, or (ii) such certificates shall be
delivered to the Grantee, provided, however, that such certificates shall bear a
legend or legends that complies with the applicable securities laws and
regulations and makes appropriate reference to the restrictions imposed under
the Plan and the Award Agreement.

        9.4   RIGHTS OF HOLDERS OF RESTRICTED STOCK.

        Unless the Board otherwise provides in an Award Agreement, holders of
Restricted Stock shall have the right to vote such Stock and the right to
receive any dividends declared or paid with respect to such Stock. The Board may
provide that any dividends paid on Restricted Stock must be reinvested in shares
of Stock, which may or may not be subject to the same vesting conditions and
restrictions applicable to such Restricted Stock. All distributions, if any,
received by a Grantee with respect to Restricted Stock as a result of any stock
split, stock dividend, combination of shares, or other similar transaction shall
be subject to the restrictions applicable to the original Grant.

        9.5   TERMINATION OF SERVICE.

        Unless otherwise provided by the Board in the applicable Award
Agreement, upon the termination of a Grantee's Service with the Company or an
Affiliate, any shares of Restricted Stock held by such Grantee that have not
vested, or with respect to which all applicable restrictions and conditions have
not lapsed, shall immediately be deemed forfeited. Upon forfeiture of Restricted
Stock, the Grantee shall have no further rights with respect to such Grant,
including but not limited to any right to vote Restricted Stock or any right to
receive dividends with respect to shares of Restricted Stock.

        9.6   PURCHASE AND DELIVERY OF STOCK.

        The Grantee shall be required to purchase the Restricted Stock from the
Company at a Purchase Price equal to the greater of (i) the aggregate par value
of the shares of Stock represented by such Restricted Stock or (ii) the Purchase
Price, if any, specified in the Award agreement relating to such Restricted
Stock. The Purchase Price shall be payable in a form described in SECTION 10 or,
in the discretion of the Board, in consideration for past Services rendered to
the Company or an Affiliate. To the extent required by applicable law, the
Purchase Price of a share of Restricted Stock shall be not less than 85 percent
of the Fair Market Value on the Grant Date of a share of Stock; provided,
however, that in the event that the Grantee is a Ten-Percent Stockholder, the
Purchase Price shall be not less than 100 percent of the Fair Market Value on
the Grant date of a share of Stock.

        Upon the expiration or termination of the restriction period and the
satisfaction of any other conditions prescribed by the Board, having properly
paid the Purchase Price, the restrictions applicable to shares of Restricted
Stock shall lapse, and, unless otherwise provided in the Award Agreement, a
stock certificate for such shares shall be delivered, free of all such
restrictions, to the Grantee or the Grantee's beneficiary or estate, as the case
may be.

                                     -10-
<PAGE>   14
10.     FORM OF PAYMENT

        10.1  GENERAL RULE.

        Payment of the Option Price for the shares purchased pursuant to the
exercise of an Option or the Purchase Price for Restricted Stock shall be made
in cash or in cash equivalents acceptable to the Company.

        10.2  SURRENDER OF STOCK.

        To the extent the Award Agreement so provides, payment of the Option
Price for shares purchased pursuant to the exercise of an Option or the Purchase
Price for Restricted Stock may be made all or in part through the tender to the
Company of shares of Stock, which shares, if acquired from the Company, shall
have been held for at least six months at the time of tender and which shall be
valued, for purposes of determining the extent to which the Option Price or
Purchase Price has been paid thereby, at their Fair Market Value on the date of
exercise.

        10.3  CASHLESS EXERCISE.

        With respect to an Option only (and not with respect to Restricted
Stock), to the extent the Award Agreement so provides and the shares of Stock
have become publicly traded, payment of the Option Price for shares purchased
pursuant to the exercise of an Option may be made all or in part by delivery (on
a form acceptable to the Board) of an irrevocable direction to a licensed
securities broker acceptable to the Company to sell shares of Stock and to
deliver all or part of the sales proceeds to the Company in payment of the
Option Price and any withholding taxes described in SECTION 11.

        10.4  PROMISSORY NOTE.

        To the extent the Award Agreement so provides, payment of the Option
Price for shares purchased pursuant to the exercise of an Option or the Purchase
Price for Restricted Stock may be made all or in part with a full recourse
promissory note executed by the Grantee. The interest rate and other terms and
conditions of such note shall be determined by the Board. The Board may require
that the Grantee pledge the Stock subject to the Grant for the purpose of
securing payment of the note. In no event shall stock certificate(s)
representing the Stock be released to the Grantee until such note is paid in
full.

11.     WITHHOLDING TAXES

        The Company or any Affiliate, as the case may be, shall have the right
to deduct from payments of any kind otherwise due to a Grantee any Federal,
state, or local taxes of any kind required by law to be withheld with respect to
the vesting of or other lapse of restrictions applicable to Restricted Stock or
upon the issuance of any shares of Stock upon the exercise of an Option. At the
time of such vesting, lapse, or exercise, the Grantee shall pay to the Company
or Affiliate, as the case may be, any amount that the Company or Affiliate may
reasonably determine to be necessary to satisfy such withholding obligation.
Subject to the prior approval of the Company or the Affiliate, which may be
withheld by the Company or the Affiliate, as the case may be, in its sole
discretion, the Grantee may elect to satisfy such obligations, in whole or in
part, (i) by causing the Company or the Affiliate to withhold shares of Stock
otherwise issuable to the Grantee or (ii) by delivering to the Company or the
Affiliate shares of Stock already owned by the Grantee. The shares of Stock so

                                      -11-
<PAGE>   15

delivered or withheld shall have an aggregate Fair Market Value equal to such
withholding obligations. The Fair Market Value of the shares of Stock used to
satisfy such withholding obligation shall be determined by the Company or the
Affiliate as of the date that the amount of tax to be withheld is to be
determined. A Grantee who has made an election pursuant to this SECTION 11 may
satisfy his or her withholding obligation only with shares of Stock that are not
subject to any repurchase, forfeiture, unfulfilled vesting, or other similar
requirements.

12.     RESTRICTIONS ON TRANSFER OF SHARES OF STOCK

        12.1  RIGHT OF FIRST REFUSAL.

        Subject to SECTION 12.4 below, a Grantee (or such other individual who
is entitled to exercise an Option or otherwise acquire shares pursuant to a
Grant under the terms of this Plan) shall not sell, pledge, assign, gift,
transfer, or otherwise dispose of any shares of Stock acquired pursuant to a
Grant to any person or entity without first offering such shares to the Company
for purchase on the same terms and conditions as those offered the proposed
transferee. The Company may assign its right of first refusal under this SECTION
12.1 in whole or in part, to (1) any holder of stock or other securities of the
Company (a "Stockholder"), (2) any Affiliate or (3) any other person or entity
that the Board of Directors of the Company determines has a sufficient
relationship with or interest in the Company. The Company shall give reasonable
written notice to the Grantee of any such assignment of its rights. The
restrictions of this SECTION 12.1 apply to any person to whom Stock that was
originally acquired pursuant to a Grant is sold, pledged, assigned, bequeathed,
gifted, transferred or otherwise disposed of, without regard to the number of
such subsequent transferees or the manner in which they acquire the Stock, but
the restrictions of this SECTION 12.1 do not apply to a transfer of Stock that
occurs as a result of the death of the Grantee or of any subsequent transferee
(but shall apply to the executor, the administrator or personal representative,
the estate, and the legatees, beneficiaries and assigns thereof).

        12.2  REPURCHASE AND OTHER RIGHTS.

        Stock issued upon exercise of an Option or pursuant to the Grant of
Restricted Stock may be subject to such right of repurchase or other transfer
restrictions as the Board may determine, consistent with applicable law. Any
such additional restriction shall be set forth in the Award Agreement.

        12.3  INSTALLMENT PAYMENTS.

              12.3.1   GENERAL RULE.

        In the case of any purchase of Stock or an Option under this SECTION 12,
the Company or its permitted assignee may pay the Grantee, transferee of the
Option or other registered owner of the Stock the purchase price in three or
fewer annual installments. Interest shall be credited on the installments at the
applicable federal rate (as determined for purposes of Section 1274 of the Code)
in effect on the date on which the purchase is made. The Company or its
permitted assignee shall pay at least one-third of the total purchase price each
year, plus interest on the unpaid balance, with the first payment being made on
or before the 60th day after the purchase.

              12.3.2   EXCEPTION IN THE CASE OF STOCK REPURCHASE RIGHT.

        If an Award Agreement authorizes, upon the Grantee's termination of
Service, the repurchase of shares of Stock acquired by the Grantee pursuant to
the exercise of an Option or under

                                      -12-
<PAGE>   16

a Grant of Restricted Stock, to the extent required by applicable law, payment
shall be made in cash or by cancellation of indebtedness within the later of 90
days from the date of termination of Service or 90 days from the date of
exercise or purchase, as the case may be.

        12.4  PUBLICLY TRADED STOCK.

        If the Stock is listed on an established national or regional stock
exchange or is admitted to quotation on the National Association of Securities
Dealers Automated Quotation System, or is publicly traded in an established
securities market, the foregoing transfer restrictions of SECTIONS 12.1 and 12.2
shall terminate as of the first date that the Stock is so listed, quoted or
publicly traded.

        12.5  LEGEND.

        In order to enforce the restrictions imposed upon shares of Stock under
this Plan or as provided in an Award Agreement, the Board may cause a legend or
legends to be placed on any certificate representing shares issued pursuant to
this Plan that complies with the applicable securities laws and regulations and
makes appropriate reference to the restrictions imposed under it.

13.     PARACHUTE LIMITATIONS

        Notwithstanding any other provision of this Plan or of any other
agreement, contract, or understanding heretofore or hereafter entered into by a
Grantee with the Company or any Affiliate, except an agreement, contract, or
understanding hereafter entered into that expressly modifies or excludes
application of this paragraph (an "Other Agreement"), and notwithstanding any
formal or informal plan or other arrangement for the direct or indirect
provision of compensation to the Grantee (including groups or classes of
participants or beneficiaries of which the Grantee is a member), whether or not
such compensation is deferred, is in cash, or is in the form of a benefit to or
for the Grantee (a "Benefit Arrangement"), if the Grantee is a "disqualified
individual," as defined in Section 280G(c) of the Code, any Options or
Restricted Stock held by that Grantee and any right to receive any payment or
other benefit under this Plan shall not become exercisable or vested (i) to the
extent that such right to exercise, vesting, payment, or benefit, taking into
account all other rights, payments, or benefits to or for the Grantee under this
Plan, all Other Agreements, and all Benefit Arrangements, would cause any
payment or benefit to the Grantee under this Plan to be considered a "parachute
payment" within the meaning of Section 280G(b)(2) of the Code as then in effect
(a "Parachute Payment") and (ii) if, as a result of receiving a Parachute
Payment, the aggregate after-tax amounts received by the Grantee from the
Company under this Plan, all Other Agreements, and all Benefit Arrangements
would be less than the maximum after-tax amount that could be received by the
Grantee without causing any such payment or benefit to be considered a Parachute
Payment. In the event that the receipt of any such right to exercise, vesting,
payment, or benefit under this Plan, in conjunction with all other rights,
payments, or benefits to or for the Grantee under any Other Agreement or any
Benefit Arrangement would cause the Grantee to be considered to have received a
Parachute Payment under this Plan that would have the effect of decreasing the
after-tax amount received by the Grantee as described in clause (ii) of the
preceding sentence, then the Grantee shall have the right, in the Grantee's sole
discretion, to designate those rights, payments, or benefits under this Plan,
any Other Agreements, and any Benefit Arrangements that should be reduced or
eliminated so as to avoid having the payment or benefit to the Grantee under
this Plan be deemed to be a Parachute Payment.

14.     REQUIREMENTS OF LAW

                                      -13-
<PAGE>   17

        14.1  GENERAL.

        The Company shall not be required to sell or issue any shares of Stock
under any Grant if the sale or issuance of such shares would constitute a
violation by the Grantee, any other individual exercising a right emanating from
such Grant, or the Company of any provision of any law or regulation of any
governmental authority, including without limitation any federal or state
securities laws or regulations. If at any time the Company shall determine, in
its discretion, that the listing, registration or qualification of any shares
subject to a Grant upon any securities exchange or under any governmental
regulatory body is necessary or desirable as a condition of, or in connection
with, the issuance or purchase of shares hereunder, no shares of Stock may be
issued or sold to the Grantee or any other individual exercising an Option
pursuant to such Grant unless such listing, registration, qualification, consent
or approval shall have been effected or obtained free of any conditions not
acceptable to the Company, and any delay caused thereby shall in no way affect
the date of termination of the Grant. Specifically, in connection with the
Securities Act, upon the exercise of any right emanating from such Grant or the
delivery of any shares of Restricted Stock, unless a registration statement
under such Act is in effect with respect to the shares of Stock covered by such
Grant, the Company shall not be required to sell or issue such shares unless the
Board has received evidence satisfactory to it that the Grantee or any other
individual exercising an Option may acquire such shares pursuant to an exemption
from registration under the Securities Act. Any determination in this connection
by the Board shall be final, binding, and conclusive. The Company may, but shall
in no event be obligated to, register any securities covered hereby pursuant to
the Securities Act. The Company shall not be obligated to take any affirmative
action in order to cause the exercise of an Option or the issuance of shares of
Stock pursuant to the Plan to comply with any law or regulation of any
governmental authority. As to any jurisdiction that expressly imposes the
requirement that an Option shall not be exercisable until the shares of Stock
covered by such Option are registered or are exempt from registration, the
exercise of such Option (under circumstances in which the laws of such
jurisdiction apply) shall be deemed conditioned upon the effectiveness of such
registration or the availability of such an exemption.

        14.2  RULE 16b-3.

        During any time when the Company has a class of equity security
registered under Section 12 of the Exchange Act, it is the intent of the Company
that Grants pursuant to the Plan and the exercise of Options granted hereunder
will qualify for the exemption provided by Rule 16b-3 under the Exchange Act. To
the extent that any provision of the Plan or action by the Board does not comply
with the requirements of Rule 16b-3, it shall be deemed inoperative to the
extent permitted by law and deemed advisable by the Board, and shall not affect
the validity of the Plan. In the event that Rule 16b-3 is revised or replaced,
the Board may exercise its discretion to modify this Plan in any respect
necessary to satisfy the requirements of, or to take advantage of any features
of, the revised exemption or its replacement.

        14.3  FINANCIAL REPORTS.

        To the extent required by applicable law, not less often than annually,
the Company shall furnish to Grantees summary financial information including a
balance sheet regarding the Company's financial condition and results of
operations, unless such Grantees have duties with the Company that assure them
access to equivalent information. Such financial statements need not be audited.

15.     EFFECT OF CHANGES IN CAPITALIZATION

                                      -14-
<PAGE>   18

        15.1  CHANGES IN STOCK.

        If the number of outstanding shares of Stock is increased or decreased
or the shares of Stock are changed into or exchanged for a different number or
kind of shares or other securities of the Company on account of any
recapitalization, reclassification, stock split, reverse split, combination of
shares, exchange of shares, stock dividend or other distribution payable in
capital stock, or other increase or decrease in such shares effected without
receipt of consideration by the Company occurring after the Effective Date, the
number and kinds of shares for which Grants of Options and Restricted Stock may
be made under the Plan shall be adjusted proportionately and accordingly by the
Company. In addition, the number and kind of shares for which Grants are
outstanding shall be adjusted proportionately and accordingly so that the
proportionate interest of the Grantee immediately following such event shall, to
the extent practicable, be the same as immediately before such event. Any such
adjustment in outstanding Options shall not change the aggregate Option Price
payable with respect to shares that are subject to the unexercised portion of an
Option outstanding but shall include a corresponding proportionate adjustment in
the Option Price per share. The conversion of any convertible securities of the
Company shall not be treated as an increase in shares effected without receipt
of consideration.

        15.2  REORGANIZATION IN WHICH THE COMPANY IS THE SURVIVING ENTITY AND IN
              WHICH NO CHANGE OF CONTROL OCCURS.

        Subject to SECTION 15.3 hereof, if the Company shall be the surviving
entity in any reorganization, merger, or consolidation of the Company with one
or more other entities and in which no Change of Control occurs, any Option
theretofore granted pursuant to the Plan shall pertain to and apply to the
securities to which a holder of the number of shares of Stock subject to such
Option would have been entitled immediately following such reorganization,
merger, or consolidation, with a corresponding proportionate adjustment of the
Option Price per share so that the aggregate Option Price thereafter shall be
the same as the aggregate Option Price of the shares remaining subject to the
Option immediately prior to such reorganization, merger, or consolidation.
Subject to any contrary language in an Award Agreement evidencing a Grant of
Restricted Stock, any restrictions applicable to such Restricted Stock shall
apply as well to any replacement shares received by the Grantee as a result of
the reorganization, merger or consolidation.

        15.3  REORGANIZATION, SALE OF ASSETS OR SALE OF STOCK WHICH INVOLVES A
              CHANGE OF CONTROL.

        Subject to the exceptions set forth in the last sentence of this SECTION
15.3, (i) upon the occurrence of a Change of Control, all outstanding shares of
Restricted Stock shall be deemed to have vested, and, with the exception of such
restrictions imposed under SECTION 12, all restrictions and conditions
applicable to such shares of Restricted Stock shall be deemed to have lapsed,
immediately prior to the occurrence of such Change of Control, and (ii) fifteen
days prior to the scheduled consummation of a Change of Control, all Options
outstanding hereunder shall become immediately exercisable and shall remain
exercisable for a period of fifteen days. Any exercise of an Option during such
fifteen-day period shall be conditioned upon the consummation of the event and
shall be effective only immediately before the consummation of the event. Upon
consummation of any Change of Control, the Plan and all outstanding but
unexercised Options shall terminate. The Board shall send written notice of an
event that will result in such a termination to all individuals who hold Options
not later than the time at which the Company gives notice thereof to its
shareholders. This SECTION 15.3 shall not apply to any Change of Control to the
extent that provision is made in writing in connection with such Change of
Control for the assumption or continuation of the Options and Restricted Stock
theretofore granted, or for the substitution for such Options and Restricted
Stock of new options and restricted stock covering the stock of a successor

                                      -15-
<PAGE>   19

entity, or a parent or subsidiary thereof, with appropriate adjustments as to
the number and kinds of shares and exercise prices, in which event the Plan and
Options and Restricted Stock theretofore granted shall continue in the manner
and under the terms so provided.

        15.4  ADJUSTMENTS.

        Adjustments under this SECTION 15 related to shares of Stock or
securities of the Company shall be made by the Board, whose determination in
that respect shall be final, binding and conclusive. No fractional shares or
other securities shall be issued pursuant to any such adjustment, and any
fractions resulting from any such adjustment shall be eliminated in each case by
rounding downward to the nearest whole share.

        15.5  NO LIMITATIONS ON COMPANY.

        The making of Grants pursuant to the Plan shall not affect or limit in
any way the right or power of the Company to make adjustments,
reclassifications, reorganizations, or changes of its capital or business
structure or to merge, consolidate, dissolve, or liquidate, or to sell or
transfer all or any part of its business or assets.

16.     DURATION AND AMENDMENTS

        16.1  TERM OF THE PLAN.

        The Effective Date of this Plan is the date of its adoption by the
Board, subject to the approval of the Plan by the Company's stockholders. In the
event that the stockholders fail to approve the Plan within twelve (12) months
after its adoption by the Board, any Grants already made shall be null and void,
and no additional grants shall be made after such date. The Plan shall terminate
automatically ten (10) years after its adoption by the Board and may be
terminated on any earlier date as next provided.

        16.2  AMENDMENT AND TERMINATION OF THE PLAN.

        The Board may, at any time and from time to time, amend, suspend, or
terminate the Plan as to any shares of Stock as to which Grants have not been
made. An amendment to the Plan shall be contingent on approval of the Company's
stockholders only to the extent required by applicable law, regulations or
rules. No Grants shall be made after the termination of the Plan. No amendment,
suspension, or termination of the Plan shall, without the consent of the
Grantee, alter or impair rights or obligations under any Grant theretofore
awarded under the Plan.

17.     GENERAL PROVISIONS

        17.1  DISCLAIMER OF RIGHTS

        No provision in the Plan or in any Grant or Award Agreement shall be
construed to confer upon any individual the right to remain in the employ or
service of the Company or any Affiliate, or to interfere in any way with any
contractual or other right or authority of the Company either to increase or
decrease the compensation or other payments to any individual at any time, or to
terminate any employment or other relationship between any individual and the
Company or any Affiliate. The obligation of the Company to pay any benefits
pursuant to this Plan shall be

                                     -16-
<PAGE>   20
interpreted as a contractual obligation to pay only those amounts described
herein, in the manner and under the conditions prescribed herein. The Plan
shall in no way be interpreted to require the Company to transfer any amounts
to a third party trustee or otherwise hold any amounts in trust or escrow for
payment to any participant or beneficiary under the terms of the Plan.

        17.2  NONEXCLUSIVITY OF THE PLAN

        Neither the adoption of the Plan nor the submission of the Plan to the
shareholders of the Company for approval shall be construed as creating any
limitations upon the right and authority of the Board to adopt such other
incentive compensation arrangements (which arrangements may be applicable either
generally to a class or classes of individuals or specifically to a particular
individual or particular individuals) as the Board in its discretion determines
desirable, including, without limitation, the granting of stock options
otherwise than under the Plan.

        17.3  CAPTIONS

        The use of captions in this Plan or any Award Agreement is for the
convenience of reference only and shall not affect the meaning of any provision
of the Plan or such Award Agreement.

        17.4  OTHER AWARD AGREEMENT PROVISIONS

        Each Grant awarded under the Plan may contain such other terms and
conditions not inconsistent with the Plan as may be determined by the Board, in
its sole discretion.

        17.5  NUMBER AND GENDER

        With respect to words used in this Plan, the singular form shall include
the plural form, the masculine gender shall include the feminine gender, etc.,
as the context requires.

        17.6  SEVERABILITY

        If any provision of the Plan or any Award Agreement shall be determined
to be illegal or unenforceable by any court of law in any jurisdiction, the
remaining provisions hereof and thereof shall be severable and enforceable in
accordance with their terms, and all provisions shall remain enforceable in any
other jurisdiction.

        17.7  POOLING

        In the event any provision of the Plan or the Award Agreement would
prevent the use of pooling of interests accounting in a corporate transaction
involving the Company and such transaction is contingent upon pooling of
interests accounting, then that provision shall be deemed amended or revoked to
the extent required to preserve such pooling of interests. The Company may
require in an Award Agreement that a Grantee who receives a Grant under the Plan
shall, upon advice from the Company, take (or refrain from taking, as
appropriate) all actions necessary or desirable to ensure that pooling of
interests accounting is available.

        17.8  GOVERNING LAW

        The validity and construction of this Plan and the instruments
evidencing the Grants awarded hereunder shall be governed by the laws of the
State of DELAWARE, other than any conflicts

                                      -17-

<PAGE>   21

or choice of law rule or principle that might otherwise refer construction or
interpretation of this Plan and the instruments evidencing the Grants awarded
hereunder to the substantive laws of any other jurisdiction.

                                      -18-
<PAGE>   22

18.     EXECUTION

        To record adoption of the Plan by the Board as of March 2, 2000, and
approval of the Plan by the stockholders on ________________, the Company has
caused its authorized officer to execute the Plan.

                                               ENTERWORKS, INC.

                                               By:
                                                      --------------------------
                                               Title:
                                                      --------------------------














                                      -19-