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                                                                   Exhibit 10.7


                               EPRISE CORPORATION
            2000 NON-EMPLOYEE ("ELIGIBLE") DIRECTOR STOCK OPTION PLAN

1.         PURPOSE OF THE PLAN

           The purpose of this Plan is to grant options ("Options") to purchase
shares of the common stock, $.001 par value (the "Common Stock"), of Eprise
Corporation (the "Company") to Eligible Directors (as defined in Section 5 of
this Plan) of the Company at fair market value on the date of grant. The Company
believes that the granting of such options will serve to enhance the Company's
ability to attract and retain the services of such directors, to provide
additional incentives to them and to encourage the highest level of performance
by them by offering them a proprietary interest in the Company's success. The
Company also believes that the Plan will encourage directors to make greater
equity investment in the Company, more closely aligning the interests of the
directors and the stockholders.

2.         EFFECTIVE DATE

           This Plan was adopted on January 5, 2000, which is also its Effective
Date.

3.         SHARES RESERVED UNDER THE PLAN

           Subject to adjustment as provided in Section 11, the aggregate number
of shares of Common Stock which may be issued and sold pursuant to options
granted under this Plan shall not exceed 700,000 shares, which may be either
authorized but unissued shares or treasury shares. If any option granted under
the Plan shall terminate or expire without being fully exercised, the shares
which have not been purchased will again become available for purposes of the
Plan.

4.         ADMINISTRATION

         This Plan shall be administered by the Compensation Committee (the
"Committee") of the Company's Board of Directors (the "Board").

         The Committee shall have the authority, subject to the express
provisions of the Plan, to construe the Plan and the respective Options and
related agreements, to prescribe, amend and rescind rules and regulations
relating to the Plan, to determine the terms and provisions of the respective
Options and related agreements, and to make all other determinations in the
judgment of the Committee necessary or desirable for 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 or related agreement in the
manner and to the extent it shall deem expedient to carry the Plan into effect,
and it shall be the sole and final judge of such expediency. No member of the
Committee shall be liable for any action or determination made in good faith.




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5.         OPTION GRANTS

           "Eligible Directors" shall mean directors of the Company who are
directors on the date of grant and who are not officers or employees of the
Company. All options granted under this Plan shall be non-incentive stock
options within the meaning of Section 422 of the Internal Revenue Code of 1986,
as amended (the "Code"). "Optioned Shares" shall mean shares of Common Stock
issued and sold pursuant to Options granted under this Plan.

           (a) INITIAL GRANT. Each new Eligible Director who becomes such during
the term of this Plan and on or after its Effective Date shall be granted an
Option to purchase 40,000 shares of Common Stock on the date that he or she
becomes such an Eligible Director (an "Initial Grant").

           (b) ANNUAL GRANTS. Each Eligible Director who is such following the
annual meeting of stockholders in any year during the term of the Plan shall,
immediately following such meeting, be granted an Option to purchase 20,000
shares of Common Stock (an "Annual Grant") PROVIDED, however, that all Annual
Grants made in 2000 shall be made immediately following the effectiveness of the
Company's registration statement filed with the Securities and Exchange
Commission in connection with the Company's initial public offering of common
stock.

           The date of grant of an Option to an Eligible Director under this
Plan shall be the applicable date referred to immediately above.

6.         OPTION PRICE

         The price per share at which each Option granted under this Plan to an
Eligible Director may be exercised (the "Option Price") shall be the fair market
value of the Common Stock on the date of grant of the Option as determined in
accordance with procedures to be established in good faith by the Committee (the
"Fair Market Value").

         In no event shall the Option Price per share for any option under this
Plan be less than the par value per share.

7.         TERMS OF GRANT

           Each option granted under this Plan shall be evidenced by and subject
to the terms and conditions of an Option Grant attached hereto as EXHIBIT A.
Each Option Grant executed and delivered to an Eligible Director shall contain
the following terms and conditions. Each Option shall expire ten years from the
date of grant of such Option, and shall be exercisable in full on the date of
grant, subject to the provisions of Section 8 below. Each Eligible Director to
whom an Option is granted may exercise such Option from time to time, in whole
or in part, during the period that it is exercisable, by payment of the Option
Price of each share purchased. The Option Price of each share purchased shall be
paid in cash, or by delivery or deemed delivery of other shares of the Company's
Common Stock owned by the Eligible Director with an aggregate Fair



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Market Value equal to the product of the Option Price multiplied by the number
of the shares to be purchased, or by withholding by the Company of the number of
shares of its Common Stock otherwise issuable upon exercise of the installment
with an aggregate Fair Market Value equal to the product of the Option Price
multiplied by the number of the shares (including such withheld shares) to be
purchased, or by delivery of irrevocable instructions to a broker promptly to
pay to the Company the exercise price of the shares to be purchased, or in any
combination of the forms of payment. A deemed delivery of shares shall mean the
offset by the Company of a number of shares to be purchased against an equal
number of shares of the Company's Common Stock owned by the Eligible Director
which may be accomplished by attestation by the Eligible Director as to such
shares owned. If, however, the Committee determines in good faith that an
exercise of an option through the delivery or deemed delivery or withholding of
shares of the Company's Common Stock or through delivery of irrevocable
instructions to a broker is not in the best interest of the Company, the
Committee may withhold the right to so exercise the option and require payment
of the purchase price in cash.

           Unless provided otherwise in the Option Grant, each Option shall be
deemed to have been exercised in full (to the extent not previously exercised)
on the last day the option is exercisable if such Option would have a before-tax
net value of at least $200,000 to the holder upon exercise on such date. Such
deemed exercise shall be subject to payment in full of the exercise price (and
all applicable withholding taxes) by any of the methods permitted pursuant to
the Option Grant, but subject to the discretion of the Committee to require
payment in cash if it determines that payment by other methods is not in the
best interests of the Company.

           The shares of Common Stock issued upon exercise of an Option granted
under this Plan will be acquired for investment and not with a view to
distribution thereof unless there shall be an effective registration statement
under the Securities Act of 1933, as amended (the "1933 Act"), with respect
thereto. In the event that the Company, upon the advice of counsel, deems it
necessary to list upon official notice of issuance shares to be issued pursuant
to the Plan on a national securities exchange or to register under the 1933 Act
or other applicable federal or state statute any shares to be issued pursuant to
the Plan, or to qualify any such shares for exemption from the registration
requirements of the 1933 Act under the Rules and Regulations of the Securities
and Exchange Commission or for similar exemption under state law, then the
Company shall notify each Eligible Director to that effect and no shares of
Common Stock subject to an Option shall be issued until such registration,
listing or exemption has been obtained. The Company shall make prompt
application for any such registration, listing or exemption pursuant to federal
or state law or rules of such securities exchange which it deems necessary and
shall make reasonable efforts to cause such registration, listing or exemption
to become and remain effective. Nothing in this Plan or in the Option Grant will
confer upon any Eligible Director the right to continue as a director of the
Company.

8.       COMPANY'S RIGHT TO REPURCHASE UNVESTED SHARES; RESTRICTIONS ON TRANSFER
OF UNVESTED SHARES

         (a)      If an Eligible Director ceases to be a member of the Company's
Board, the Company shall have the right to repurchase unvested Optioned Shares,
to the extent such shares



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have been purchased by the Eligible Director on the date such Eligible Director
ceases to serve on the Board or are purchased during the period permitted under
Section 10 hereof, subject to the terms of this Section 8. The Company shall
have no right to repurchase Vested Installments (as defined below) of Optioned
Shares at any time.

                     (i)       While the Eligible Director continues to serve on
the Company's Board, the Optioned Shares shall vest in installments ("Vested
Installments") as follows. Each Initial Grant shall vest in three equal annual
installments beginning on the first anniversary of the date of grant. Each
Annual Grant shall vest in full on the first anniversary of the date of grant.
Vesting shall occur whether or not the Eligible Director has actually exercised
the Option with respect to a Vested Installment, and unexercised Optioned Shares
which are part of a Vested Installment as set forth above shall be deemed fully
vested upon exercise, if any.

                     (ii)      The Optioned Shares shall be subject to a right
(but not an obligation) of repurchase by the Company (the "Right of
Repurchase"). The Right of Repurchase shall be exercisable only with respect to
unvested Optioned Shares ("Unvested Shares"), and only during the 90-day period
following the date the Eligible Director ceases to serve on the Company's Board
for any reason, with or without cause, including (without limitation) death or
Disability (as defined in Section 10 below).

                     (iii)     If the Company exercises its Right of Repurchase,
it shall pay the Eligible Director an amount per share equal to the Option Price
of the Unvested Shares being repurchased.

                     (iv)      The Right of Repurchase shall be exercisable only
by written notice delivered to the Eligible Director prior to the expiration of
the 90-day period specified in clause (a)(ii) above. The notice shall set forth
the date on which the repurchase is to be effected. Such date shall not be more
than 30 days after the date of the notice. The certificate(s) representing the
Unvested Shares to be repurchased shall, prior to the close of business on the
date specified for the repurchase, be delivered to the Company properly endorsed
for transfer. The Company shall, concurrently with the receipt of such
certificate(s), pay to the Eligible Director the purchase price determined
according to clause (a)(iii) above and deliver a balancing certificate for any
unpurchased Optioned Shares. Payment shall be made in cash or by check. The
Right of Repurchase shall terminate with respect to any Unvested Shares for
which it has not been timely exercised pursuant to this clause (a)(iv).

                     (v)       In the event of the declaration of a stock
dividend, a spin-off, a stock split, a recapitalization or a similar transaction
affecting the Company's outstanding securities without receipt of consideration,
any new, substituted or additional securities or other property (including money
paid other than as an ordinary cash dividend) which are by reason of such
transaction distributed with respect to any Unvested Shares or into which such
Unvested Shares thereby become convertible shall immediately be subject to the
Right of Repurchase. Appropriate adjustments to reflect the distribution of such
securities or property shall be made to the number and/or class of the Unvested
Shares. Appropriate adjustments shall also, after each such transaction, be made
to the Option Price per share in order to reflect any change in the




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Company's outstanding securities effected without receipt of consideration
therefor; PROVIDED, however, that the aggregate purchase price payable for the
Unvested Shares shall remain the same.

                     (vi)      If the Company makes available, at the time and
place and in the amount and form provided in this Agreement, the consideration
for the Unvested Shares to be repurchased in accordance with this Section 8,
then after such time the person from whom such Unvested Shares are to be
repurchased shall no longer have any rights as a holder of such Unvested Shares
(other than the right to receive payment of such consideration in accordance
with this Agreement). Such Unvested Shares shall be deemed to have been
repurchased in accordance with the applicable provisions hereof, whether or not
the certificate(s) therefor have been delivered as required by this Agreement.

           (b)       Except as permitted below, no Eligible Director may sell,
assign, pledge, or in any manner transfer any Unvested Shares or any right or
interest therein, whether voluntarily or by operation of law, or by gift or
otherwise. If the owner of any Unvested Shares fails to comply with the
provisions of the Plan in respect of any Unvested Shares in any regard, the
Company at its option and in addition to its other remedies, may suspend the
rights to vote or to receive dividends on the Unvested Shares, and may refuse to
register on its books any transfer of the Unvested Shares or otherwise to
recognize any transfer or change in the ownership thereof or in the right to
vote thereon, until these provisions are complied with to the satisfaction of
the Company.

           The restrictions on transfer in this Section 8(b) shall not be
applicable to (i) a gratuitous transfer of the Unvested Shares made to a
Permitted Transferee (as defined below), or (ii) a transfer of title to the
Unvested Shares effected pursuant to the Eligible Director's will or the laws of
intestate succession; provided that each person (other than the Company) to whom
the Unvested Shares are transferred by means of one of the permitted transfers
specified in this Section must, as a condition precedent to the validity of such
transfer, acknowledge in writing to the Company that such person is bound by the
provisions of the Plan and the related Option Grant and that the transferred
Unvested Shares are subject to (x) the Company's Right of Repurchase and (y) the
lock-up provisions contained in the applicable Option Grant to the same extent
such Unvested Shares would be so subject if retained by the Eligible Director.
The term "Eligible Director," as used in this Section 8, shall include the
Eligible Director and all subsequent holders of the Unvested Shares who derive
their chain of ownership through a permitted transfer from the Eligible Director
in accordance with this Section 8(b).

           Any restrictions on transfer of shares of the capital stock of the
Company contained in the certificate of incorporation or bylaws shall also apply
to the Optioned Shares, but in the event that any provision of the certificate
of incorporation or bylaws conflicts with those of this Section 8(b), those of
this Section 8(b) shall govern.

           As used herein, a "Permitted Transferee" of an Eligible Director
shall mean (i) any child, stepchild, grandchild, parent, stepparent,
grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law,
father-in-law, daughter-in-law, son-in-law, sister-in-law or brother-in-



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law (including adoptive relationships), any person sharing the Eligible
Director's household (other than a tenant or employee), a trust in which these
persons have more than fifty percent of the beneficial interest, a foundation in
which these persons (or the Eligible Director) control the management of assets,
and any other entity in which these persons (or the Eligible Director) own more
than fifty percent of the voting interests or (ii) the beneficial owner of the
shares for which the Eligible Director acts as trustee. In the event of any
transfer to a Permitted Transferee, prompt written notice of the transfer shall
be delivered by the Eligible Director to the Company.

9.         TRANSFERABILITY OF OPTION

           Each Option shall be transferable (subject to any terms and
conditions imposed by the Committee) by the Eligible Director to one or more
Permitted Transferees. Following any transfer permitted pursuant to this
paragraph, of which the Eligible Director has notified the Committee in writing,
such Option may be exercised by the transferee(s), subject to all terms and
conditions of the Option. Except as otherwise provided above in this section, no
Option shall be transferable otherwise than by will or the laws of descent and
distribution.

10.        EXPIRATION

           Each Option shall terminate and may no longer be exercised upon the
earliest of (1) ten years after the date of grant, (2) one year after
termination of the Eligible Director's service due to death or disability as
defined in Section 22(e)(3) of the Code (a "Disability"), (3) three months after
termination of the Eligible Director's service for any other reason.

           Notwithstanding the foregoing, if the service of the Eligible
Director is terminated for "Misconduct", an Option shall terminate on the date
of such termination of service and, in addition, the Company may exercise its
Right of Repurchase with respect to any Optioned Shares held by the Eligible
Director or his or her legal representatives which were purchased within six
months prior to the date on which such Misconduct occurred. "Misconduct" is
conduct, as determined by the Board, involving one or more of the following: (i)
disloyalty, dishonesty or breach of fiduciary duty to the Company; (ii) the
commission of an act of embezzlement, fraud, disloyalty, dishonesty or
deliberate disregard of the rules or policies of the Company which results in
loss, damage or injury to the Company, whether directly or indirectly; (iii) the
unauthorized disclosure of any trade secret or confidential information of the
Company; or (iv) the commission of an act which constitutes unfair competition
with the Company or which induces any customer of the Company to withdraw from
or not enter into a contract with the Company. In making such determination, the
Board shall act fairly and in utmost good faith and shall give the Eligible
Director an opportunity to appear and to be heard at a hearing before the Board
or any Committee and present evidence on his or her behalf.

           For the purposes of this Section 10, termination of service for a
reason other than death or Disability shall be deemed to occur when the Eligible
Director receives notice that his or her service is terminated.




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11.        ADJUSTMENT OF SHARES RESERVED UNDER THE PLAN

           The aggregate number and kind of shares that may be issued under this
Plan, the number of shares as to which Options may be granted to any Eligible
Director under Initial Grants and Annual Grants, the number of shares covered by
outstanding Options granted hereunder and the Option Price per share shall be
appropriately adjusted by the Board in the event of any recapitalization, stock
split, stock dividend, combination of shares, or other similar change in the
capitalization of the Company, but no adjustment in the Option Price shall be
made which would reduce the Option Price per share to less than the par value
per share.

12.        DISSOLUTION OR REORGANIZATION

           Subject to the provisions of Section 13, prior to a dissolution,
liquidation, merger, consolidation, or reorganization of the Company (the
"Event"), the Board may decide to terminate each outstanding Option. If the
Board so decides, such Option shall terminate as of the effective date of the
Event, but the Board shall suspend the exercise of all outstanding Options a
reasonable time prior to the Event, giving each Eligible Director not less than
fourteen days written notice of the date of suspension, prior to which an
Eligible Director may purchase in whole or in part the shares available to him
or her as of the date of receipt of the notice. If the Event is not consummated,
the suspension shall be removed and all options shall continue in full force and
effect subject to the terms of their respective Option Grants.

13.        CHANGE IN CONTROL

           Notwithstanding anything to the contrary in the Plan or in any Option
Grant (but subject to the provisions of this Section 13), upon the occurrence of
a Change in Control (as defined below) of the Company, all unvested Optioned
Shares shall be accelerated and vest immediately on the date of occurrence of a
Change in Control, and the Company's right of repurchase set forth in Section
8(a) hereof and the restrictions on transfer set forth in Section 8(b) hereof
shall expire as to all Optioned Shares. Notwithstanding the foregoing, the Board
may, by vote of a majority of the entire Board, provide for acceleration rights
upon a Change in Control in addition to those provided in this Section 13. For
the purpose of this Plan a "Change in Control" shall mean:

           (a)       The acquisition by any individual, entity or group (within
the meaning of Sections 13(d)(3) or 14(d)(2) of the Exchange Act) (a "Person")
of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of 35 percent or more of either (i) the then outstanding shares of
Common Stock or (ii) the combined voting power of the then outstanding voting
securities of the Company entitled to vote generally in the election of the
directors (the "Outstanding Company Voting Securities"); provided, however, that
the following acquisitions shall not constitute a Change in Control: (A) any
acquisition directly from the Company; (B) any acquisition by the Company or by
any corporation controlled by the Company; (C) any acquisition by any employee
benefit plan (or related trust) sponsored or maintained by the Company or any
corporation controlled by the Company; or (D) any acquisition by any corporation
pursuant to a consolidation or merger, if, following such



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consolidation or merger, the conditions described in clauses (i), (ii) and (iii)
of paragraph (c) of this Section 12 are satisfied; or

           (b)       Individuals who, as of the Effective Date, constitute the
Board (the "Incumbent Board") ceasing for any reason to constitute at least
two-thirds of the Board over any period of 24 consecutive months or less;
provided, however, that any individual becoming a director subsequent to the
Effective Date whose election, or nomination for election by the Company's
stockholders, was approved by a vote or resolution of at least a majority of the
directors then comprising the Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of office occurs as a
result of either an actual or threatened election contest (as such terms are
used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or
other actual or threatened solicitation of proxies or consents by or on behalf
of a Person other than the Board; or

           (c)       Adoption by the Board of a resolution approving an
agreement of consolidation of the Company with or merger of the Company into
another corporation or business entity in each case unless, following such
consolidation or merger, (i) more than 60 percent of, respectively, the then
outstanding shares of common stock of the corporation resulting from such
consolidation or merger and/or the combined voting power of the then outstanding
voting securities of such corporation or business entity entitled to vote
generally in the election of directors (or other persons having the general
power to direct the affairs of such entity) is then beneficially owned, directly
or indirectly, by all or substantially all of the individuals and entities who
were the beneficial owners, respectively, of the Common Stock and Outstanding
Company Voting Securities immediately prior to such consolidation or merger in
substantially the same proportions as their ownership, immediately prior to such
consolidation or merger, of the Common Stock and/or Outstanding Company Voting
Securities, as the case may be, (ii) no Person (excluding the Company; any
employee benefit plan (or related trust) of the Company or such corporation or
other business entity resulting from such consolidation or merger; and any
Person beneficially owning, immediately prior to such consolidation or merger,
directly or indirectly, 35 percent or more of the Common Stock and/or
Outstanding Company Voting Securities, as the case may be) beneficially owns,
directly or indirectly, 35 percent or more of, respectively, the then
outstanding shares of common stock of the corporation resulting from such
consolidation or merger or the combined voting power of the then outstanding
voting securities of such corporation or business entity entitled to vote
generally in the election of its directors (or other persons having the general
power to direct the affairs of such entity) and (iii) at least two-thirds of the
members of the Board (or other group of persons having the general power to
direct the affairs of the corporation or other business entity) resulting from
such consolidation or merger were members of the Incumbent Board at the time of
the execution of the initial agreement providing for such consolidation or
merger; provided that any right which shall vest by reason of the action of the
Board pursuant to this paragraph (c) shall be divested, with respect to any such
right not already exercised, upon (A) the rejection of such agreement of
consolidation or merger by the stockholders of the Company or (B) its
abandonment by either party thereto in accordance with its terms; or



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           (d)       Adoption by the requisite majority of the whole Board, or
by the holders of such majority of stock of the Company as is required by law or
by the Certificate of Incorporation or By-Laws of the Company as then in effect,
of a resolution or consent authorizing (i) the dissolution of the Company or
(ii) the sale or other disposition of all or substantially all of the assets of
the Company, other than to a corporation or other business entity with respect
to which, following such sale or other disposition, (A) more than 60 percent of,
respectively, the then outstanding shares of common stock of such corporation
and/or the combined voting power of the outstanding voting securities of such
corporation or other business entity entitled to vote generally in the election
of directors (or other persons having the general power to direct the affairs of
such entity) is then beneficially owned, directly or indirectly, by all or
substantially all of the individuals and entities who were the beneficial
owners, respectively, of the Common Stock and Outstanding Company Voting
Securities immediately prior to such sale or other disposition in substantially
the same proportions as their ownership, immediately prior to such sale or other
disposition, of the Common Stock and/or Outstanding Company Voting securities,
as the case may be, (B) no Person (excluding the Company; any employee benefit
plan (or related trust) of the Company or such corporation or other business
entity; and any Person beneficially owning, immediately prior to such sale or
other disposition, directly or indirectly, 35 percent or more of the Common
Stock and/or Outstanding Company Voting Securities, as the case may be)
beneficially owns, directly or indirectly, 35 percent or more of, respectively,
the then outstanding shares of common stock of such corporation and/or the
combined voting power of the then outstanding voting securities of such
corporation or other business entity entitled to vote generally in the election
of directors (or other persons having the general power to direct the affairs of
such entity) and (C) at least two-thirds of the members of the Board (or other
group of persons having the general power to direct the affairs of such
corporation or other entity) were members of the Incumbent Board at the time of
the execution of the initial agreement or action of the Board providing for such
sale or other disposition of assets of the Company; provided that any right
which shall vest by reason of the action of the Board or the stockholders
pursuant to this paragraph (d) shall be divested, with respect to any such right
not already exercised, upon the abandonment by the Company of such dissolution,
or such sale or other disposition of assets, as the case may be.

           A Change in Control shall not occur upon the mere reincorporation of
the Company in another state.

14.        AMENDMENT AND TERMINATION OF THE PLAN

                     The Board may amend, suspend, or terminate this Plan,
including the form of Option Grant. No such action, however, may, without
approval or ratification by the shareholders, increase the maximum number of
shares reserved under this Plan except as provided in Section 11, alter the
class or classes of individuals eligible for options, or make any other change
which, pursuant Section 16(b) of the Securities Exchange Act of 1934 and the
rules and regulations promulgated thereunder, requires action by the
shareholders. No such action may, without the consent of the holder of the
option, alter or impair any option previously granted.



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