EXHIBIT 4.1

                                ANDOVER.NET, INC.
                             1999 STOCK OPTION PLAN

         1.       Purpose of the Plan.
                  -------------------
         This stock option plan (the "Plan") is intended to encourage  ownership
of the stock of  Andover.Net,  Inc., a Delaware  corporation  (the "Company") by
employees,  consultants  and  advisors of the Company and its  subsidiaries,  to
induce  qualified  personnel to enter and remain in the employ of the Company or
its subsidiaries and otherwise to provide additional  incentive for optionees to
promote the success of its business.

         2.       Stock Subject to the Plan.
                  -------------------------
         (a) The  total  number  of shares of the  authorized  but  unissued  or
Treasury  shares of the common stock,  par value $.01 per share,  of the Company
("Common  Stock")  for which  options  may be  granted  under the Plan shall not
exceed eighty six thousand four hundred (86,400)  shares,  subject to adjustment
as provided in Section 12 hereof.

         (b) If an option  granted  hereunder  shall expire or terminate for any
reason  without  having  vested  fully or having  been  exercised  in full,  the
unvested and/or  unpurchased shares subject thereto shall again be available for
subsequent option grants under the Plan.

         (c) Stock  issuable upon  exercise of an option  granted under the Plan
may be subject to such  restrictions  on  transfer,  repurchase  rights or other
restrictions as shall be determined by the Committee.

         3.       Administration of the Plan.
                  --------------------------
         At the discretion of the Company's  Board of Directors,  the Plan shall
be administered either (i) by the full Board of Directors of the Company or (ii)
by a  committee  (the  "Committee")  consisting  of two or more  members  of the
Company's  Board of  Directors.  In the event the full Board of Directors is the
administrator of the Plan, references herein to the Committee shall be deemed to
include the full Board of  Directors.  The Board of  Directors  may from time to
time  appoint a member or members of the  Committee  in  substitution  for or in
addition to the member or members  then in office and may fill  vacancies on the
Committee  however  caused.  The  Committee  shall  choose one of its members as
Chairman  and shall  hold  meetings  at such  times and  places as it shall deem
advisable.  A majority of the members of the Committee shall constitute a quorum
and any  action may be taken by a majority  of those  present  and voting at any
meeting.

         Any action may also be taken  without the  necessity  of a meeting by a
written  instrument  signed by a majority of the Committee.  The decision of the
Committee as to all  questions of  interpretation  and  application  of the Plan
shall be final,  binding and conclusive on all persons. The Committee shall have
the authority to adopt,  amend and rescind such rules and regulations as, in its
opinion,  may be advisable in the  administration of the Plan. The Committee may
correct any defect or supply any omission or reconcile any  inconsistency in the
Plan or in any  option  agreement  granted  hereunder  in the  manner and to the
extent it shall deem  expedient  to carry the Plan into  effect and shall be the
sole and final judge of such expediency. No Committee member shall be liable for
any action or determination made in good faith.
<PAGE>
         4.       Type of Options.
                  ---------------
         Options  granted  pursuant to the Plan shall be authorized by action of
the Committee and may be designated as either  incentive  stock options  meeting
the requirements of Section 422 of the Internal Revenue Code of 1986, as amended
(the  "Code"),  or  non-qualified  options  which are not  intended  to meet the
requirements  of such Section 422 of the Code, the designation to be in the sole
discretion of the Committee.  The Plan shall be administered by the Committee in
such manner as to permit options to qualify as incentive stock options under the
Code.

         5.       Eligibility.
                  -----------
         Options  designated as incentive stock options shall be granted only to
employees  (including  officers and  directors  who are also  employees)  of the
Company or any of its  subsidiaries,  including  subsidiaries  which become such
after adoption of the Plan. Options  designated as non-qualified  options may be
granted to  officers,  employees,  consultants,  advisors  and  directors of the
Company or of any of its subsidiaries,  including subsidiaries which become such
after adoption of the Plan.  "Subsidiary" or "subsidiaries"  shall be as defined
in Section 424 of the Code and the Treasury Regulations  promulgated  thereunder
(the "Regulations").

         The Committee shall, from time to time, at its sole discretion,  select
from such eligible  individuals those to whom options shall be granted and shall
determine the number of shares to be subject to each option.  In determining the
eligibility of an individual to be granted an option,  as well as in determining
the number of shares to be granted to any individual,  the Committee in its sole
discretion  shall take into  account the position  and  responsibilities  of the
individual  being  considered,  the  nature  and  value  to the  Company  or its
subsidiaries of his or her service and  accomplishments,  his or her present and
potential  contribution to the success of the Company or its  subsidiaries,  and
such other factors as the Committee may deem relevant.

         No option  designated as an incentive  stock option shall be granted to
any employee of the Company or any subsidiary if such employee owns, immediately
prior to the grant of an  option,  stock  possessing  more than 10% of the total
combined voting power of all classes of stock of the Company or of a parent or a
subsidiary,  unless the purchase  price for the stock under such option shall be
at least 110% of its fair  market  value at the time such  option is granted and
the option, by its terms, shall not be exercisable more than five years from the
date it is granted. In determining the stock ownership under this paragraph, the
provisions of Section  424(d) of the Code shall be  controlling.  In determining
the fair market value under this  paragraph,  the provisions of Section 7 hereof
shall apply.

         The maximum number of shares of the Company's Common Stock with respect
to which an option or options  may be granted to any  employee  in any  calendar
year shall not exceed eighty six thousand four hundred (86,400)  shares,  taking
into account  shares  subject to options  granted and  terminated,  or repriced,
during such calendar year.
<PAGE>
         6.       Option Agreement.
                  ----------------
         Each option shall be evidenced by an option agreement (the "Agreement")
duly  executed on behalf of the Company and by the  optionee to whom such option
is granted,  which  Agreement  shall comply with and be subject to the terms and
conditions of the Plan.  The Agreement may contain such other terms,  provisions
and conditions which are not inconsistent  with the Plan as may be determined by
the Committee, provided that options designated as incentive stock options shall
meet all of the conditions for incentive stock options as defined in Section 422
of the  Code.  The date of  grant of an  option  shall be as  determined  by the
Committee. More than one option may be granted to an individual.

         7.       Option Price.
                  ------------
         The option price or prices of shares of the Company's  Common Stock for
options designated as non-qualified  stock options shall be as determined by the
Committee.  The option price or prices of shares of the  Company's  Common Stock
for incentive stock options shall be not less than the fair market value of such
Common Stock at the time the option is granted as determined by the Committee in
accordance  with the Regulations  promulgated  under Section 422 of the Code. If
such shares are then listed on any national securities exchange, the fair market
value shall be the mean  between the high and low sales  prices,  if any, on the
largest such exchange on the date of the grant of the option or, if none,  shall
be determined by taking a weighted  average of the means between the highest and
lowest  sales  prices on the nearest  date before and the nearest date after the
date of grant in accordance with Treasury Regulations Section 25.2512-2.  If the
shares are not then listed on any such  exchange,  the fair market value of such
shares  shall be the mean  between  the high and low sales  prices,  if any,  as
reported in the National  Association of Securities Dealers Automated  Quotation
National Market  ("NASDAQ/NM")  for the date of the grant of the option,  or, if
none,  shall be determined by taking a weighted average of the means between the
highest and lowest  sales on the nearest  date before and the nearest date after
the date of grant in accordance with Treasury Regulations Section 25.2512-2.  If
the  shares  are not then  either  listed  on any such  exchange  or  quoted  in
NASDAQ/NM,  the fair market  value shall be the mean  between the average of the
"Bid" and the average of the "Ask"  prices,  if any, as reported in the National
Daily  Quotation  Service for the date of the grant of the option,  or, if none,
shall be  determined  by taking a  weighted  average  of the means  between  the
highest and lowest  sales prices on the nearest date before and the nearest date
after  the  date of  grant  in  accordance  with  Treasury  Regulations  Section
25.2512-2.  If the fair market value cannot be  determined  under the  preceding
three sentences, it shall be determined in good faith by the Committee.

         8.       Manner of Payment; Manner of Exercise.
                  -------------------------------------
         (a) Options  granted  under the Plan may provide for the payment of the
exercise price,  as determined by the Committee,  and as set forth in the Option
Agreement,  by  delivery  of (i)  cash or a check  payable  to the  order of the
Company in an amount equal to the exercise price of such options, (ii) shares of
Common  Stock of the Company  owned by the  optionee  having a fair market value
equal in amount to the exercise price of the options being exercised,  (iii) any
combination  of (i) and (ii),  provided,  however,  that payment of the exercise
price by  delivery  of  shares  of  Common  Stock of the  Company  owned by such
optionee  may be made  only if such  payment  does not  result  in a  charge  to
earnings for  financial  accounting  purposes as  determined by the Committee or
(iv) by delivery of a properly executed exercise notice to the Company, together
with a copy of irrevocable  instruments  to a broker to deliver  promptly to the
Company the amount of sale or loan proceeds to pay the exercise price.  The fair
market value of any shares of the Company's  Common Stock which may be delivered
upon  exercise of an option shall be  determined  by the Committee in accordance
with Section 7 hereof.  To facilitate  clause (iv) above,  the Company may enter
into agreements for coordinated procedures with one or more brokerage firms. The
date of  exercise  shall be the date of  delivery  of such  exercise  notice  or
payment.

<PAGE>

         (b) To the extent that the right to purchase shares under an option has
accrued  and is in effect,  options may be  exercised  in full at one time or in
part  from time to time,  by  giving  written  notice,  signed by the  person or
persons exercising the option, to the Company, stating the number of shares with
respect to which the option is being  exercised,  accompanied by payment in full
for such shares as  provided  in  subparagraph  (a) above.  Upon such  exercise,
delivery of a certificate for paid-up non-assessable shares shall be made at the
principal  office of the Company to the person or persons  exercising the option
at such time,  during ordinary  business hours, not more than ten (10) days from
the date of receipt of the notice by the Company, as shall be designated in such
notice,  or at such time,  place and manner as may be agreed upon by the Company
and the person or persons exercising the option. Upon exercise of the option and
payment as provided  above,  the  optionee  shall  become a  shareholder  of the
Company as to the Shares acquired upon such exercise.

         9.       Exercise of Options.
                  -------------------
         Each option granted under the Plan shall,  subject to Section 10(b) and
Section 12 hereof,  be  exercisable at such time or times and during such period
as  determined  by the  Committee  which  shall be set  forth in the  Agreement;
provided,  however,  that no option  granted under the Plan shall have a term in
excess of ten (10) years from the date of grant.

         To the extent that an option to purchase  shares is not exercised by an
optionee when it becomes initially exercisable, it shall not expire but shall be
carried  forward and shall be  exercisable,  on a  cumulative  basis,  until the
expiration of the exercise period. No partial exercise may be made for less than
fifty (50) full shares of Common Stock.

         Notwithstanding  the  foregoing,  the Committee  may in its  discretion
accelerate the exercisability of any option subject to such terms and conditions
as  the  Committee   deems  necessary  and  appropriate.
<PAGE>
10.  Term  of  Options; Exercisability.

         (a)      Term.
                  ----
                  (1) Each option shall expire not more than ten (10) years from
the date of the granting thereof, but shall be subject to earlier termination as
herein provided.

                  (2) Except as otherwise provided in this Section 10, an option
granted to any employee  optionee who ceases to be an employee of the Company or
one of its  subsidiaries  shall  terminate 60 days after the date such  optionee
ceases to be an employee of the  Company or one of its  subsidiaries,  or on the
date on which the option expires by its terms, whichever occurs first.

                  (3) If such  termination of employment is because of dismissal
for cause or because the employee is in breach of any employment agreement, such
option will  terminate on the date the optionee  ceases to be an employee of the
Company or one of its subsidiaries.

                  (4) If such  termination of employment is because the optionee
has become  permanently  disabled (within the meaning of Section 22(e)(3) of the
Code), such option shall terminate on the last day of the twelfth month from the
date such optionee ceases to be an employee,  or on the date on which the option
expires by its terms, whichever occurs first.

                  (5) In the  event of the  death of any  optionee,  any  option
granted to such  optionee  shall  terminate on the last day of the twelfth month
from the date of death, or on the date on which the option expires by its terms,
whichever occurs first.

                  (6) Notwithstanding subparagraphs (2), (3), (4) and (5) above,
the  Committee  shall have the  authority to extend the  expiration  date of any
outstanding  option  in  circumstances  in  which  it deems  such  action  to be
appropriate,  provided that no such extension shall extend the term of an option
beyond the date on which the option would have expired if no  termination of the
optionee's employment had occurred.
<PAGE>
         (b)      Exercisability.
                  --------------
                  (1) Except as provided below, an option granted to an employee
optionee who ceases to be an employee of the Company or one of its  subsidiaries
shall be exercisable  only to the extent that the right to purchase shares under
such option has accrued and is in effect on the date such optionee  ceases to be
an employee of the Company or one of its subsidiaries.

                  (2) An option granted to an employee optionee who ceases to be
an  employee  of the  Company or one of its  subsidiaries  because he or she has
become permanently  disabled,  as defined in Section 22(e)(3) of the Code, shall
be  exercisable  by such person or his or her legal  representative  only to the
extent that the right to purchase shares under such option has accrued and is in
effect on the date such optionee  ceases to be an employee of the Company or one
of its subsidiaries.

                  (3) In the  event of the  death of any  optionee,  the  option
granted to such  optionee may be exercised  only to the extent that the right to
purchase shares under such option is accrued and is in effect on the date of the
death of such  optionee  by the  estate of such  optionee,  or by any  person or
persons who acquired the right to exercise such option by bequest or inheritance
or by reason of the death of such optionee.

         11.      Options Not Transferable.
                  ------------------------
         The right of any optionee to exercise any option  granted to him or her
shall not be assignable or transferable by such optionee  otherwise than by will
or the laws of descent and  distribution,  except that an optionee  may transfer
options  that  are  not  incentive  stock  options  granted  under  Plan  to the
optionee's  spouse or children or to a trust or family  limited  partnership  or
similar  organization  established  for the sole  benefit  of one or more of the
optionee, the optionee's spouse or the optionee's children; provided, that prior
to any  registration by the Company under the Securities Act of 1933, as amended
(the  "Securities  Act"), no optionee shall assign or transfer any option if the
result of such assignment or transfer shall be to increase, upon exercise of the
option,  the total number of holders of Common Stock  without the prior  written
consent of the  Committee,  which consent may be withheld by the Committee if it
reasonably  believes that  withholding  such consent will reduce the  likelihood
that the  Company  would be  required  to  register  its Common  Stock under the
Securities Act. Incentive stock options shall be exercisable during the lifetime
of such  optionee  only by him/her.  Any option  granted under the Plan shall be
null and void and without effect upon the bankruptcy of the optionee to whom the
option is granted,  or upon any  attempted  assignment  or  transfer,  except as
herein provided, including without limitation any purported assignment,  whether
voluntary or by operation of law, pledge,  hypothecation  or other  disposition,
attachment,  divorce,  trustee  process or  similar  process,  whether  legal or
equitable, upon such option.
<PAGE>
         12.      Recapitalizations, Reorganizations and the Like.
                  -----------------------------------------------
         (a) In the event that the outstanding shares of the Common Stock of the
Company are changed into or exchanged  for a different  number or kind of shares
or other  securities of the Company or of another  corporation  by reason of any
reorganization, merger, consolidation, recapitalization, reclassification, stock
split-up,  combination  of  shares,  or  dividends  payable  in  capital  stock,
appropriate  adjustment  shall be made in the  number  and kind of  shares as to
which options may be granted under the Plan and as to which outstanding  options
or portions thereof then unexercised  shall be exercisable,  to the end that the
proportionate  interest  of the  optionee  shall be  maintained  as  before  the
occurrence of such event;  such adjustment in outstanding  options shall be made
without change in the total price applicable to the unexercised  portion of such
options and with a corresponding adjustment in the option price per share.

         (b) In addition,  unless  otherwise  determined by the Committee in its
sole discretion,  in the case of any (i) sale or conveyance to another entity of
all or substantially  all of the property and assets of the Company,  including,
without limitation, by way of merger or consolidation, or (ii) Change in Control
(as  hereinafter  defined) of the Company,  the  purchaser(s)  of the  Company's
assets or stock may, in his, her or its discretion,  deliver to the optionee the
same kind of consideration  that is delivered to the shareholders of the Company
as a result of such sale,  conveyance  or Change in Control,  the  Committee may
cancel all outstanding  options in exchange for consideration in cash or in kind
which  consideration  shall be equal in value to the  value of those  shares  of
stock or other  securities  the optionee would have received had the option been
exercised  (to the extent then  exercisable)  and no  disposition  of the shares
acquired upon such  exercise been made prior to such sale,  conveyance or Change
in Control,  less the option price therefor.  Upon receipt of such consideration
by the  optionee,  his or her option shall  immediately  terminate  and be of no
further  force  and  effect.  The  value of the  stock or other  securities  the
optionee  would  have  received  if the  option  had  been  exercised  shall  be
determined  in good  faith by the  Committee,  and in the case of  shares of the
Common Stock of the Company,  in  accordance  with the  provisions  of Section 7
hereof.  The  Committee  shall also have the power and right to  accelerate  the
exercisability of any options,  notwithstanding  any limitations in this Plan or
in the Agreement  upon such a sale,  conveyance or Change in Control.  Upon such
acceleration,  any options or portion thereof originally designated as incentive
stock  options that no longer  qualify as incentive  stock options under Section
422 of the Code as a  result  of such  acceleration  shall  be  redesignated  as
non-qualified  stock  options.  A "Change  in  Control"  shall be deemed to have
occurred if any person,  together with all affiliates of such person or persons,
who  prior  to such  time  owned  less  than  thirty  percent  (30%) of the then
outstanding  Common Stock of the Company,  shall  acquire,  whether by purchase,
exchange,  tender offer,  merger,  consolidation  or otherwise,  such additional
shares of the Company's Common Stock in one or more  transactions,  or series of
transactions,  such that following such transaction or transactions, such person
and  affiliates  beneficially  own fifty  percent (50%) or more of the Company's
Common Stock outstanding;  provided,  that in no event shall the consummation of
an initial public offering by the Company constitute a Change of Control.
<PAGE>
         (c) Upon dissolution or liquidation of the Company, all options granted
under  this Plan  shall  terminate,  but each  optionee  (if at such time in the
employ of or otherwise  associated with the Company or any of its  subsidiaries)
shall have the right,  immediately prior to such dissolution or liquidation,  to
exercise his or her option to the extent then exercisable.

         (d) No fraction of a share shall be purchasable or deliverable upon the
exercise of any option, but in the event any adjustment  hereunder of the number
of shares covered by the option shall cause such number to include a fraction of
a share,  such fraction shall be adjusted to the nearest smaller whole number of
shares.

         13.      No Special Employment Rights.
                  ----------------------------
         Nothing  contained in the Plan or in any option  granted under the Plan
shall confer upon any option  holder any right with respect to the  continuation
of his or her employment by the Company (or any  subsidiary) or interfere in any
way with the right of the Company (or any  subsidiary),  subject to the terms of
any separate employment agreement to the contrary, at any time to terminate such
employment or to increase or decrease the compensation of the option holder from
the  rate in  existence  at the  time of the  grant  of an  option.  Whether  an
authorized leave of absence, or absence in military or government service, shall
constitute termination of employment shall be determined by the Committee at the
time.

         14.      Withholding.
                  -----------
         The  Company's  obligation  to deliver  shares upon the exercise of any
option  granted  under the Plan and any payments or transfers  under  Section 12
hereof shall be subject to the option  holder's  satisfaction  of all applicable
Federal,  state  and  local  income,  excise,   employment  and  any  other  tax
withholding requirements.
<PAGE>
         15.      Restrictions on Issue of Shares.
                  -------------------------------
         (a)  Notwithstanding the provisions of Section 8, the Company may delay
the issuance of shares  covered by the exercise of an option and the delivery of
a  certificate  for such shares until one of the following  conditions  shall be
satisfied:

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

     (ii)  Counsel for the Company  shall have given an opinion,  which  opinion
shall not be unreasonably  conditioned or withheld,  that such shares are exempt
from  registration  and  qualification   under  applicable   Federal  and  state
securities acts now in force or as hereafter amended.

         (b) It is intended  that all  exercises of options  shall be effective,
and the Company  shall use its best efforts to bring about  compliance  with the
above  conditions  within a reasonable  time,  except that the Company  shall be
under no obligation to qualify shares or to cause a registration  statement or a
post-effective  amendment to any  registration  statement to be prepared for the
purpose  of  covering  the issue of shares in respect of which any option may be
exercised, except as otherwise agreed to by the Company in writing.

  16.      Purchase for Investment; Rights of Holder on Subsequent Registration.
           --------------------------------------------------------------------
         Unless the shares to be issued upon exercise of an option granted under
the Plan have been  effectively  registered under the Securities Act of 1933, as
now in force or hereafter  amended,  the Company shall be under no obligation to
issue any  shares  covered by any option  unless the person who  exercises  such
option, in whole or in part, shall give a written representation and undertaking
to the  Company  which is  satisfactory  in form and  scope to  counsel  for the
Company  and upon  which,  in the  opinion  of such  counsel,  the  Company  may
reasonably  rely, that he or she is acquiring the shares issued pursuant to such
exercise of the option for his or her own account as an investment  and not with
a view to, or for sale in connection  with, the distribution of any such shares,
and that he or she will make no transfer of the same except in  compliance  with
any  rules  and  regulations  in force at the time of such  transfer  under  the
Securities  Act of 1933,  or any other  applicable  law,  and that if shares are
issued without such  registration,  a legend to this effect may be endorsed upon
the  securities so issued.  In the event that the Company  shall,  nevertheless,
deem it necessary or desirable to register  under the  Securities Act of 1933 or
other applicable  statutes any shares with respect to which an option shall have
been exercised,  or to qualify any such shares for exemption from the Securities
Act of 1933 or other applicable statutes,  then the Company may take such action
and may require from each  optionee such  information  in writing for use in any
registration  statement,   supplementary  registration  statement,   prospectus,
preliminary  prospectus or offering circular as is reasonably necessary for such
purpose and may require reasonable indemnity to the Company and its officers and
directors and controlling  persons from such holder against all losses,  claims,
damages and  liabilities  arising from such use of the  information so furnished
and caused by any untrue statement of any material fact therein or caused by the
omission to state a material fact required to be stated  therein or necessary to
make the  statements  therein not  misleading in the light of the  circumstances
under which they were made.
<PAGE>
         17.      Loans.
                  -----
         The  Company  may make loans to  optionees  to permit  them to exercise
options. If loans are made, the requirements of all applicable Federal and state
laws and regulations regarding such loans must be met.

         18.      Modification of Outstanding Options.
                  -----------------------------------
         The Committee may  authorize  the amendment of any  outstanding  option
with the  consent of the  optionee  when and subject to such  conditions  as are
deemed to be in the best  interests  of the Company and in  accordance  with the
purposes of this Plan.

         19.      Approval of Stockholders.
                  ------------------------
         The Plan  shall be  subject  to  approval  by the vote of  stockholders
holding  at least a majority  of the voting  stock of the  Company  present,  or
represented,  and entitled to vote at a duly held stockholders'  meeting,  or by
written consent of the  stockholders as provided for under applicable state law,
within  twelve  (12)  months  after  the  adoption  of the Plan by the  Board of
Directors  and  shall  take  effect as of the date of  adoption  by the Board of
Directors  upon such  approval.  The  Committee may grant options under the Plan
prior to such  approval,  but any such option shall  become  effective as of the
date of grant only upon such  approval and,  accordingly,  no such option may be
exercisable prior to such approval.

         20.      Termination and Amendment.
                  -------------------------
         Unless sooner  terminated as herein provided,  the Plan shall terminate
ten (10) years  from the date upon which the Plan was duly  adopted by the Board
of Directors of the Company.  The Board of Directors  may at any time  terminate
the Plan or make such  modification or amendment  thereof as it deems advisable;
provided,  however,  that except as  provided  in this  Section 20, the Board of
Directors  may not,  without  the  approval of the  stockholders  of the Company
obtained in the manner  stated in Section  19,  increase  the maximum  number of
shares for which options may be granted or change the  designation  of the class
of persons  eligible to receive options under the Plan, or make any other change
in  the  Plan  which  requires  stockholder  approval  under  applicable  law or
regulations.
<PAGE>
         21.      Reservation of Stock.
                  --------------------
         The Company  shall at all times during the term of the Plan reserve and
keep  available  such number of shares of stock as will be sufficient to satisfy
the  requirements  of the Plan and shall pay all fees and  expenses  necessarily
incurred by the Company in connection therewith.

         22.      Limitation of Rights in the Option Shares.
                  -----------------------------------------
         An optionee  shall not be deemed for any purpose to be a stockholder of
the Company  with  respect to any of the  options  except to the extent that the
option  shall have been  exercised  with respect  thereto  and, in  addition,  a
certificate shall have been issued theretofore and delivered to the optionee.

         23.      Notices.
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Any  communication  or notice  required or  permitted to be given under the Plan
shall be in writing,  and mailed by registered or certified mail or delivered by
hand,  if to the  Company,  to  its  principal  place  of  business,  attention:
President, and, if to an optionee, to the address as appearing on the records of
the Company.