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                                                                Exhibit 10.14

                                  cMeRun Corp.
                           2000 Equity Incentive Plan

Section 1. Purpose and Duration

      1.1 Purposes. The purposes of the cMeRun 2000 Equity Incentive Plan are to
attract, retain and motivate employees and consultants of the Company, its
Parent (if any), and any present or future Subsidiaries and to enable them to
participate in the growth of the Company by providing for or increasing the
proprietary interests of such persons in the Company.

      1.2 Effective Date. The Plan is effective as of the date of its adoption
by the Board.

      1.3 Expiration Date. The Plan shall expire one day less than ten years
from the date of the adoption of the Plan by the Board. In no event shall any
Awards be made under the Plan after such expiration date, but Awards previously
granted may extend beyond such date.

Section 2. Definitions

      As used in the Plan, the following capitalized words shall have the
meanings indicated:

      "Securities Act" means the Securities Act of 1933, as amended.

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

      "Award" means, individually or collectively, a grant under the Plan of
Options, SARs, Performance Shares, Restricted Stock or Stock Units.

      "Award Agreement" means the written agreement setting forth the terms and
provisions applicable to an Award granted under the Plan.

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

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

      "Committee" means the committee of the Board appointed by the Board to
administer the Plan in accordance with Section 3.1.

      "Company" means cMeRun Corp., a Delaware business corporation, or any
successor thereto.

      "Director" means any individual who is a member of the Board.

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      "Fair Market Value" means, with respect to a Share, the fair market
thereof as of the relevant date of determination, as determined in accordance
with a valuation methodology approved by the Board in good faith but in no event
less than, in the case of newly issued stock, the par value per Share; provided
that if the Board does not adopt or employ any such valuation methodology and
Shares are traded on an exchange or quoted on The Nasdaq National Market, fair
market value shall mean, on the relevant date of determination, the closing
price of a Share traded on the principal exchange for the Shares or, if the
Shares are so traded, the closing or last price quoted on The Nasdaq National
Market.

      "Grant Date" means the effective date of an Award as specified by the
Board and set forth in the applicable Award Agreement.

      "Incentive Stock Option" or "ISO" means an option to purchase Shares
awarded to a Participant under Section 6 of the Plan that is intended to meet
the requirements of Section 422 of the Code.

      "Non-Employee Director" means a "non-employee director" as that term is
defined in Rule 16b-3 promulgated under the Exchange Act.

      "Nonqualified Stock Option" or "NQO" means an option to purchase Shares
awarded to a Participant under Section 6 of the Plan that is not intended to be
an ISO.

      "Option" means an ISO or an NQO.

      "Parent" means a "parent corporation" as that term is defined in Section
424 of the Code.

      "Participant" means an individual who has been selected by the Board to
receive an Award under the Plan.

      "Performance Cycle" means the period of time selected by the Board during
which performance is measured for the purpose of determining the extent to which
an Award of Performance Shares has been earned. More than one Performance Cycle
may be in progress at any one time and the duration of Performance Cycles may
differ.

      "Performance Share" means a Share awarded to a Participant under Section 8
of the Plan that entitles the Participant to acquire Shares upon the attainment
of specified performance goals.

      "Plan" means the cMeRun Corp. 2000 Equity Incentive Plan set forth in this
document and as hereafter amended from time to time in accordance with Section
13.

      "Restricted Period" means the period of time selected by the Board during
which Shares of Restricted Stock are subject to forfeiture and/or restrictions
on transferability.

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      "Restricted Stock" means Shares awarded to a Participant under Section 9
of the Plan pursuant to an Award that entitles the Participant to acquire Shares
for a purchase price (which may be zero), subject to such conditions, including
a Company right during a specified period or periods to repurchase the Shares at
their original purchase price (or to require forfeiture of the Shares if the
purchase price was zero) upon the Participant's termination of employment.

      "SAR" or "Stock Appreciation Right" means an Award that is designated as
an SAR pursuant to Section 7 of the Plan, granted alone or in connection with a
related Award, entitling a Participant to receive an amount in cash or Shares or
a combination thereof having a value equal to (or if the Board shall so
determine at time of grant, less than) the excess of the Fair Market Value of a
Share on the date of exercise over the Fair Market Value of a Share on the Grant
Date (or over the Option exercise price, if the Stock Appreciation Right was
granted in tandem with an Option) multiplied by the number of Shares with
respect to which the Stock Appreciation Right is exercised.

      "Shares" means shares of the Company's common stock, par value $.001 per
share.

      "Stock Unit" means an Award of a Share or a unit valued in whole or in
part by reference to, or otherwise based on, the value of a Share, granted to a
Participant under Section 10 of the Plan.

      "Subsidiary" means a "subsidiary corporation" as that term is defined in
Section 424 of the Code.

Section 3. Administration of the Plan

      3.1 The Board. The Plan shall be administered by the Board. The Board may,
in its discretion, delegate some or all of its powers with respect to the Plan
to the Committee, in which event all references in the Plan to the Board (except
references in Section 13.1) shall be deemed to refer to the Committee. The
Committee, if one is appointed, shall consist of solely two or more Non-Employee
Directors provided that the failure to meet such condition shall not invalidate
any actions of the Committee.

      3.2 Authority of the Board. The Board shall have the authority to adopt,
alter and repeal such administrative rules, guidelines and practices governing
the operation of the Plan as it shall consider advisable from time to time, to
interpret the provisions of the Plan and any Award and to decide all disputes
arising in connection with the Plan. The Board's decisions and interpretations
shall be final and binding.

Section 4. Eligibility of Participants

      The persons eligible to receive Awards under the Plan shall be all
executive officers of the Company, its Parent (if any), and any Subsidiaries and
other employees, consultants and advisers who, in the opinion of the Board, are
in a position to make a

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significant contribution to the success of the Company, its Parent (if any), and
any Subsidiaries. Directors, including directors who are not employees, of the
Company, its Parent (if any), and any Subsidiaries shall be eligible to receive
Awards under the Plan.

Section 5. Stock Available for Awards

      5.1 Number of Shares. Awards may be made under the Plan for up to
4,500,000 Shares. Shares issued under the Plan may consist in whole or in part
of authorized but unissued Shares or treasury Shares.

      5.2 Lapsed, Forfeited or Expired Awards. If any Award in respect of Shares
expires or is terminated before exercise or is forfeited for any reason, the
Shares subject to such Award, to the extent of such expiration, termination or
forfeiture, shall again be available for award under the Plan.

      5.3 Maximum Number of Shares to a Single Participant in any Calendar Year.
In no event shall any Participant receive in any calendar year Awards under the
Plan and any other grants for more than 200,000 Shares.

Section 6. Stock Options

      6.1 Grant of Options. Subject to the terms and provisions of the Plan, the
Board may award Options and determine the number of shares to be covered by each
Option, the exercise price therefor, the term of the Option, and any other
conditions and limitations applicable to the exercise of the Option. The Board
may grant ISOs, NQOs or a combination thereof.

      6.2 Exercise Price. Subject to the provisions of this Section 6, the
exercise price for each Option shall be determined by the Board in its sole
discretion.

      6.3 Restrictions on Option Transferability and Exercisability. No Option
shall be transferable by the Participant other than by will or the laws of
descent and distribution, and all Options shall be exercisable, during the
Participant's lifetime, only by the Participant; provided, however, that the
Board may provide that an Option is transferable by the Participant and
exercisable by persons other than the Participant upon such terms and conditions
as the Board shall determine.

      6.4 Certain Additional Provisions for Incentive Stock Options

            6.4.1 Exercise Price. In the case of an ISO, the exercise price
shall be not less than one hundred percent (100%) of the Fair Market Value on
the Grant Date of the Shares subject to the Option; provided, however, that if
on the Grant Date the Participant (together with persons whose stock ownership
is attributed to the Participant pursuant to Section 424(d) of the Code) owns
stock possessing more than ten percent (10%) of the total combined voting power
of all classes of stock of the Company, its Parent (if any) or

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any Subsidiaries, the exercise price shall be not less than one hundred and ten
percent (110%) of the Fair Market Value on the Grant Date of the Shares subject
to the Option.

            6.4.2 Exercisability. Subject to Section 12.3 and Section 12.4, the
aggregate Fair Market Value (determined on the Grant Date(s)) of the Shares with
respect to which ISOs are exercisable for the first time by any Participant
during any calendar year (under all plans of the Company, its Parent (if any)
and any Subsidiaries) shall not exceed $100,000.

            6.4.3 Eligibility. ISOs may be granted only to persons who are
employees of the Company, its Parent (if any) or any Subsidiaries on the Grant
Date.

            6.4.4 Expiration. No ISO may be exercised after the expiration of
one day less than ten (10) years from the Grant Date; provided, however, that if
the Option is granted to a Participant who, together with persons whose stock
ownership is attributed to the Participant pursuant to Section 424(d) of the
Code, owns stock possessing more than ten percent (10%) of the total combined
voting power of all classes of stock of the Company, its Parent (if any) or any
Subsidiaries, the ISO may not be exercised after the expiration of one day less
than five (5) years from the Grant Date.

            6.4.5 Compliance with Section 422 of the Code. The terms and
conditions of ISOs shall be subject to and comply with Section 422 of the Code
or any successor provision.

            6.4.6 Notice to Company of Disqualifying Disposition. Each
Participant who receives an ISO agrees to notify the Company in writing
immediately after the Participant makes a Disqualifying Disposition of any
Shares received pursuant to the exercise of an ISO. The term "Disqualifying
Disposition" means any disposition (including any sale) of Shares before the
later of (a) two years after the Participant was granted the ISO under which the
Participant acquired such Shares, or (b) one year after the Participant acquired
the Shares by exercising the ISO.

            6.4.7 Substitute Options. Notwithstanding the provisions of Section
6.4.1, in the event that the Company, its Parent (if any) or any Subsidiary
consummates a transaction described in Section 424(a) of the Code (relating to
the acquisition of property or stock from an unrelated corporation), individuals
who become employees or consultants of the Company, its Parent (if any) or any
Subsidiary on account of such transaction may be granted ISOs in substitution
for options granted by their former employer. The Board, in its sole discretion
and consistent with Section 424(a) of the Code, shall determine the exercise
price of such substitute Options.

      6.5 NQO Presumption. Options granted pursuant to the Plan shall be
presumed to be NQOs unless expressly designated ISOs in the Award Agreements.

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Section 7. Grant of Stock Appreciation Rights

      Subject to the terms and provisions of the Plan, the Board may award SARs
in tandem with another Award (at or after the Grant Date of the other Award), or
alone and unrelated to another Award, and may determine the terms and conditions
applicable thereto, including the form of payment.

Section 8. Performance Shares

      8.1 Grant of Performance Shares. The Board may award Performance Shares to
Participants and determine the performance goals applicable to each such Award,
the number of Shares for each Performance Cycle, the duration of each
Performance Cycle and all other limitations and conditions applicable to the
awarded Performance Shares. The payment value of each Performance Share shall be
equal to the Fair Market Value of one Share on the date the Performance Share is
earned or, in the discretion of the Board, on the date the Board determines that
the Performance Share has been earned.

      8.2 Adjustment of Performance Goals. Except as provided in an Award,
during any Performance Cycle, the Board may adjust the performance goals for the
Performance Cycle as it deems equitable in recognition of unusual or
non-recurring events affecting the Company or its Shares, changes in applicable
tax laws or accounting principles, or such other factors as the Board shall
determine.

      8.3 Written Certification. As soon as practical after the end of a
Performance Cycle, the Board shall certify in writing the extent to which the
performance goals applicable to each Participant for the Performance Cycle were
achieved or exceeded and the number of Performance Shares which have been earned
on the basis of performance in relation to the established performance goals.

Section 9. Restricted Stock

      9.1 Grant of Restricted Stock. The Board may award Shares of Restricted
Stock and determine the purchase price, if any, therefor, the duration of the
Restricted Period, the conditions under which the Shares may be forfeited to or
repurchased by the Company and any other terms and conditions of the Awards. The
Board may modify or waive any restrictions, terms and conditions with respect to
any Restricted Stock. Shares of Restricted Stock may be issued for whatever
consideration is determined by the Board, subject to applicable law.

      9.2 Transferability. Shares of Restricted Stock may not be sold, assigned,
transferred, pledged or otherwise encumbered, except as permitted by the Board,
during the Restricted Period.

      9.3 Evidence of Award. Shares of Restricted Stock shall be evidenced in
such manner as the Board may determine. Any certificates issued in respect of
Shares of Restricted Stock shall be registered in the name of the Participant
and, unless otherwise

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determined by the Board, deposited by the Participant, together with a stock
power endorsed in blank, with the Company. At the expiration of the Restricted
Period, the Company shall deliver the certificates and stock power to the
Participant.

      9.4 Shareholder Rights. A Participant shall have all the rights of a
shareholder with respect to Restricted Stock awarded, including voting and
dividend rights, unless otherwise provided in the Award Agreement.

Section 10. Stock Units

      10.1 Grant of Stock Units. Subject to the terms and provisions of the
Plan, the Board may award Stock Units subject to such terms, restrictions,
conditions, performance criteria, vesting requirements and payment rules as the
Board shall determine.

      10.2 Consideration. Shares awarded in connection with a Stock Unit may be
issued for whatever consideration is determined by the Board, subject to
applicable law.

Section 11. Grant of Other Awards

      The Board shall have the authority to specify the terms and provisions of
other forms of equity-based or equity-related Awards not described above which
the Board determines to be consistent with the purposes of the Plan and the
interests of the Company, which Awards may provide for cash payments based in
whole or in part on the value or future value of Shares, for the acquisition or
future acquisition of Shares, or any combination thereof. Other Awards may also
include cash payments (including the cash payment of dividend equivalents) under
the Plan which may be based on one or more criteria determined by the Board that
are unrelated to the value of the Shares and that may be granted in tandem with,
or independent of, other Awards under the Plan.

Section 12. General Provisions Applicable to Awards

      12.1 Legal and Regulatory Matters. The delivery of Shares shall be subject
to compliance with (i) applicable federal and state laws and regulations, (ii)
if the outstanding Shares are listed at the time on any stock exchange, the
listing requirements of such exchange, and (iii) the Company's counsel's
approval of all other legal matters in connection with the issuance and delivery
of the Shares. If the sale of the Shares has not been registered under the
Securities Act, the Company may require, as a condition to delivery of the
Shares, such representations or agreements as counsel for the Company may
consider appropriate to avoid violation of such Act and may require that the
certificates evidencing the Shares bear an appropriate legend restricting
transfer.

      12.2 Written Award Agreement. The terms and provisions of an Award shall
be set forth in an Award Agreement approved by the Board and delivered or made
available to the Participant as soon as practicable following the Grant Date.
Where the Award is an Option Award, the Award Agreement shall specify whether
the Option is intended to be an ISO or a NQO.

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      12.3 Determination of Restrictions on the Award. The vesting,
exercisability, payment and other restrictions applicable to an Award (which may
include, without limitation, restrictions on transferability or provision for
mandatory resale to the Company) shall be determined by the Board and set forth
in the applicable Award Agreement. Notwithstanding the foregoing, the Board may
accelerate (i) the vesting or payment of any Award (including an ISO), (ii) the
lapse of restrictions on any Award (including an Award of Restricted Stock) and
(iii) the date on which any Option or SAR first becomes exercisable.

      12.4 Mergers, etc. Notwithstanding any other provision of the Plan, in the
event of a consolidation or merger in which the Company is not the surviving
corporation or which results in the acquisition of more than 50% of the
Company's outstanding shares by a single person or entity or by a group of
persons and/or entities acting in concert, or in the event of the sale or
transfer of substantially all the Company's assets (each, an "Acquisition"), the
Board, in its discretion, may take one or more of the following actions: (i)
provide for the acceleration of any time period relating to the exercise or
realization of the Award, (ii) provide for the purchase of the Award upon the
Participant's request for an amount of cash or other property that could have
been received upon the exercise or realization of the Award immediately prior to
the consummation of the Acquisition had the Award been currently exercisable or
payable, (iii) adjust the terms of the Award in a manner determined by the
Board, (iv) cause the Award to be assumed, or new rights substituted therefor,
by another entity, or (v) make such other provision as the Board may consider
equitable and in the best interests of the Company.

      12.5 Termination of Employment. For purposes of the Plan, the following
events shall not be deemed a termination of employment of a Participant: (i) a
transfer to the employment of the Company from its Parent (if any) or from a
Subsidiary, or from the Company to its Parent (if any) or to a Subsidiary, or
from one Subsidiary to another, or from the Company's Parent (if any) to a
Subsidiary, or from a Subsidiary to the Company's Parent (if any); or (ii) an
approved leave of absence for military service or sickness, or for any other
purpose approved by the Company, if the Participant's right to employment is
guaranteed either by a statute or by contract or under the policy pursuant to
which the leave of absence was granted or if the Board otherwise so provides in
writing. For purposes of the Plan, employees of a Subsidiary or Parent (if any)
shall be deemed to have terminated their employment on the date on which such
Subsidiary or Parent ceases to be a Subsidiary or Parent of the Company, as the
case may be.

      12.6 Date of and Effect of Termination of Employment. The date of a
Participant's termination of employment for any reason shall be determined in
the sole discretion of the Board. The Board shall have full authority to
determine and specify in the applicable Award Agreement the effect, if any, that
a Participant's termination of employment for any reason will have on the
vesting, exercisability, payment or lapse of restrictions applicable to an
outstanding Award.

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      12.7 Grant of Awards. Each Award may be made alone, in addition to or in
relation to any other Award. The terms of each Award need not be identical, and
the Board need not treat Participants uniformly.

      12.8 Settlement of Awards. No Shares shall be delivered pursuant to any
exercise of an Award until payment in full of the price therefor, if any, is
received by the Company. Such payment may be made in whole or in part in cash or
by certified or bank check or, to the extent permitted by the Board at or after
the Grant Date, by delivery of a note or Shares, including Restricted Stock,
valued at their Fair Market Value on the date of delivery, or such other lawful
consideration as the Board shall determine. The Committee may permit a
Participant to elect to pay the exercise price upon the exercise of an Option by
authorizing a third party to sell Shares (or a sufficient portion of the Shares)
acquired upon exercise of the Option and remit to the Company a sufficient
portion of the sale proceeds to pay the entire exercise price and any tax
withholding resulting from such exercise.

      12.9 Withholding Requirements and Arrangements. The Participant shall pay
to the Company or make provision satisfactory to the Board for payment of any
taxes required by law to be withheld in respect of Awards under the Plan no
later than the date of the event creating the tax liability. In the Board's
discretion, such tax obligations may be paid in whole or in part in Shares,
including Shares retained from the Award creating the tax obligation, valued at
their Fair Market Value on the date of delivery. The Company may, to the extent
permitted by law, deduct any such tax obligations from any payment of any kind
otherwise due to the Participant.

      12.10 No Effect on Employment. The Plan shall not give rise to any right
on the part of any Participant to continue in the employ of the Company, its
Parent (if any) or any Subsidiary. The loss of existing or potential profit in
Awards granted under the Plan shall not constitute an element of damages in the
event of termination of the relationship of a Participant even if the
termination is in violation of an obligation of the Company to the Participant
by contract or otherwise.

      12.11 No Rights as Shareholder. Subject to the provisions of the Plan and
the applicable Award Agreement, no Participant shall have any rights as a
shareholder with respect to any Shares to be distributed under the Plan until he
or she becomes the holder thereof.

      12.12 Adjustments. Upon the happening of any of the following described
events, a Participant's rights with respect to Awards granted hereunder shall be
adjusted as hereinafter provided, unless otherwise specifically provided in the
Award Agreement.

            12.12.1 Stock Splits and Recapitalizations. In the event the Company
issues any of its Shares as a stock dividend upon or with respect to the Shares,
or in the event Shares shall be subdivided or combined into a greater or smaller
number of Shares, or if, upon a merger or consolidation reorganization,
split-up, liquidation, combination, recapitalization or the like of the Company
(other than an Acquisition as described in

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Section 12.4), Shares shall be exchanged for other securities of the Company,
securities of another entity, cash or other property, each Participant upon
exercising an Award (for the purchase price to be paid under the Award) shall be
entitled to purchase such number of Shares, other securities of the Company,
securities of such other entity, cash or other property as the Participant would
have received if the Participant had been the holder of the Shares with respect
to which the Award is exercised at all times between the Grant Date of the Award
and the date of its exercise, and appropriate adjustments shall be made in the
purchase price per Share.

            12.12.2 Restricted Stock. If any person owning Restricted Stock
receives new or additional or different shares or securities ("New Securities")
in connection with a corporate transaction described in Section 12.12.1 or a
stock dividend described in Section 12.12.1 as a result of owning such
Restricted Stock, the New Securities shall be subject to all of the conditions
and restrictions applicable to the Restricted Stock with respect to which such
New Securities were issued.

            12.12.3 Board Determination. Notwithstanding any provision to the
contrary, no adjustments shall be made pursuant to this Section 12. 12.1 with
respect to ISOs, unless (i) the Board, after consulting with counsel for the
Company, determines that such adjustments would not constitute a modification,
"extension" or "renewal" of such ISOs as such terms are defined in Section 424
of the Code, (ii) would not cause any adverse tax consequences for the holders
of such ISOs or (iii) the holders of such ISOs consent to the adjustment. No
adjustments to ISOs shall be made for dividends paid in cash or in property
other than securities of the Company.

            12.12.4 Fractional Shares. No fractional Shares shall be issued
under the Plan. Any fractional Shares which, but for this Section, would have
been issued shall be deemed to have been issued and immediately sold to the
Company for their Fair Market Value, and the Participant shall receive from the
Company cash in lieu of such fractional Shares.

            12.12.5 Recapitalization. The Board may adjust the number of Shares
subject to outstanding Awards and the exercise price and the terms of
outstanding Awards to take into consideration material changes in accounting
practices or principles, extraordinary dividends, acquisitions or dispositions
of stock or property, or any other event if it is determined by the Board that
such adjustment is appropriate to avoid distortion in the operation of the Plan.

            12.12.6 Further Adjustment. Upon the happening of any of the events
described in Sections 12.12.1 or 12.12.5, the class and aggregate number of
Shares set forth in Sections 5.1 and 5.3 hereof that are subject to Awards which
previously have been or subsequently may be granted under the Plan shall be
appropriately adjusted to reflect the events described in such Sections. The
Board shall determine the specific adjustments to be made under this Section
12.12.6.

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Section 13. Amendment and Termination

      13.1 Amendment, Suspension, Termination of the Plan. The Board may modify,
amend, suspend or terminate the Plan in whole or in part at any time; provided,
however, that no modification, amendment, suspension or termination of the Plan
shall be made without shareholder approval if such approval is necessary to
comply with any applicable tax or regulatory requirement; provided, further,
that such modification, amendment, suspension or termination shall not, without
a Participant's consent, affect adversely the rights of such Participant with
respect to any Award previously made.

      13.2 Amendment, Suspension, Termination of an Award. The Board may modify,
amend or terminate any outstanding Award, including, without limitation,
substituting therefor another Award of the same or a different type, changing
the date of exercise or realization and converting an ISO to a NQO; provided,
however, that the Participant's consent to such action shall be required unless
the Board determines that the action, taking into account any related action,
would not materially and adversely affect the Participant.

Section 14. Legal Construction

      14.1 Captions. The captions provided herein are included solely for
convenience of reference and shall not affect the meaning of any of the
provisions of the Plan or serve as a basis for interpretation or construction of
the Plan.

      14.2 Severability. In the event any provision of the Plan is held invalid
or illegal for any reason, the illegality or invalidity shall not affect the
remaining provisions of the Plan, and the Plan shall be construed and enforced
as if the illegal or invalid provision had not been included.

      14.3 Governing Law. The Plan and all rights under the Plan shall be
construed in accordance with and governed by the internal laws of the
Commonwealth of Massachusetts.