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                                                                      Exhibit 10


                               CELERIS CORPORATION
                          EMPLOYEE STOCK PURCHASE PLAN

                             ARTICLE I. INTRODUCTION

         SECTION 1.01 Purpose. The purpose of the Celeris Corporation (the
"Company") Employee Stock Purchase Plan is to provide the employees of the
Company and related corporations with an opportunity to share in the ownership
of the Company by providing them a convenient means for regular and systematic
purchases of the Company's Common Stock and, thus, to develop a stronger
incentive to work for the continued success of the Company.

         SECTION 1.02 Rules of Interpretation. It is intended that the Plan be
an "employee stock purchase plan" as defined in Section 423(b) of the Internal
Revenue Code of 1986, as amended (the "Code"), and Treasury Regulations
promulgated thereunder, if approved by the Company's shareholders. Accordingly,
the Plan will be interpreted and administered in a manner consistent therewith
if so approved. All Participants in the Plan will have the same rights and
privileges consistent with the provisions of the Plan.

         SECTION 1.03 Definitions. For purposes of the Plan, the following terms
will have the meanings set forth below:

         (a) "Acceleration Date" means either an Acquisition Date or a
Transaction Date.

         (b) "Acquisition Date" means (i) the date of public announcement of the
acquisition of "beneficial ownership" (as defined in Rule 13d-3 under the
Securities Exchange Act of 1934 (the "Exchange Act") or any successor rule
thereto) of more than fifty percent (50%) of the outstanding voting stock of the
Company by any "person" (as defined in Section 13(d) of the Exchange Act) other
than the Company, by means of a tender offer, exchange offer or otherwise; and
(ii) the date five (5) business days after the date of public announcement of
the acquisition of beneficial ownership (as so defined) of more than twenty-
five percent (25%) but not more than fifty (50%) of the outstanding voting stock
of the Company by any person (as so defined) other than the Company, by means of
a tender offer, exchange offer or otherwise if, during such five (5) business
day period, the Board or the Committee has not, by resolution duly adopted,
elected that such acquisition not give rise to an Acquisition Date. In any such
resolution, the Board or Committee may elect that any continued acquisition or
acquisitions by the same person (as so defined) which would otherwise trigger an
Acquisition Date under clause (ii) above shall also not give rise to an
Acquisition Date.

         (c) "Affiliate" means any parent or subsidiary corporation of the
Company, as defined in Sections 425(e) and 425(f) of the Code.

         (d) "Board" means the Board of Directors of the Company.

         (e) "Committee" means the committee appointed under Section 10.01.




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         (f) "Company" means Celeris Corporation, a Minnesota corporation, and
its successors by merger or consolidation as contemplated by Article XI herein.

         (g) "Current Compensation" means the gross cash compensation (including
wage, salary and overtime earnings) paid by the Company or a Participating
Affiliate to a Participant in accordance with the terms of employment, but
excluding all bonus payments, expense allowances and compensation payable in a
form other than cash.

         (h) "Employer" means the Company or a Participating Affiliate, as the
case may be.

         (i) "Fair Market Value" as of a given date means such value of the
Stock which is equal to (i) the last sale price of the Stock as reported on the
Nasdaq National Market System on such date, if the Stock is then quoted on the
Nasdaq National Market System; (ii) the average of the closing representative
bid and asked prices of the Stock as reported on the National Association of
Securities Dealers Automated Quotation System ("Nasdaq") on such date, if the
Stock is then quoted on Nasdaq; or (iii) the closing price of the Stock on such
date on a national securities exchange, if the Stock is then quoted on a
national securities exchange. If on a given date the Stock is not traded on an
established securities market, the Committee shall make a good faith attempt to
satisfy the requirements of this Section 1.03(i) and in connection therewith
shall take such action as it deems necessary or advisable.

         (j) "Participant" means a Permanent Full-Time Employee who is eligible
to participate in the Plan under Section 2.01 and who has elected to participate
in the Plan.

         (k) "Participating Affiliate" means an Affiliate which has been
designated by the Committee in advance of the Purchase Period in question as a
corporation whose eligible Permanent Full-Time Employees may participate in the
Plan.

         (l) "Permanent Full-Time Employee" means an employee of the Company or
a Participating Affiliate as of the first day of a Purchase Period, including an
officer or director who is also an employee, except an employee whose customary
employment is less than twenty (20) hours per week or any employee who has not
been employed by the Company or its Participating Affiliates for more than three
months.

         (m) "Plan" means the Celeris Corporation Employee Stock Purchase Plan,
the provisions of which are set forth herein.

         (n) "Purchase Period" means the approximate six (6) month periods
beginning on the first business day in January and ending on the last business
day in June and beginning on the first business day of July and ending on the
last business day in December of each year; provided however, the then current
Purchase Period will end upon the occurrence of an Acceleration Date.

         (o) "Stock" means the Company's Common Stock, $.01 par value, as such
stock may be adjusted for changes in the stock or the Company as contemplated by
Article XI herein.





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         (p) "Stock Purchase Account" means the account maintained in the books
and records of the Company recording the amount received from each Participant
through payroll deductions made under the Plan.

         (q) "Transaction Date" means the date of shareholder approval of (i)
any consolidation or merger of the Company in which the Company is not the
continuing or surviving corporation or pursuant to which shares of Company stock
would be converted into cash, securities or other property, other than a merger
of the Company in which shareholders immediately prior to the merger have the
same proportionate ownership of stock of the surviving corporation immediately
after the merger; (ii) any sale, lease, exchange or other transfer (in one
transaction or a series of related transactions) of all or substantially all, of
the assets of the Company; or (iii) any plan of liquidation or dissolution of
the Company.

                    ARTICLE II. ELIGIBILITY AND PARTICIPATION

         SECTION 2.01 Eligible Employees. All Permanent Full-Time Employees
shall be eligible to participate in the Plan beginning on the first day of the
first full Purchase Period to commence after such person becomes a Permanent
Full-Time Employee. Subject to the provisions of Article VI, each such employee
will continue to be eligible to participate in the Plan so long as he or she
remains a Permanent Full-Time Employee.

         SECTION 2.02 Election to Participate. An eligible Permanent Full-Time
Employee may elect to participate in the Plan for a given Purchase Period by
filing with his or her Employer in advance of that Purchase Period a form
provided by such Employer for such purpose (which authorizes regular payroll
deductions from Current Compensation beginning with the first payday in that
Purchase Period and continuing until the employee withdraws from the Plan or
ceases to be eligible to participate in the Plan).

         SECTION 2.03 Limits on Stock Purchase. No employee shall be granted any
right to purchase hereunder if such employee, immediately after a right to
purchase is granted, would own, directly or indirectly, within the meaning of
Section 423(b)(3) and Section 425(d) of the Code stock possessing five percent
(5%) or more of the total combined voting power or value of all the then classes
of the capital stock of the Company or of all Affiliates.

         SECTION 2.04 Voluntary Participation. Participation in the Plan on the
part of the Participant is voluntary and such participation is not a condition
of employment nor does participation in the Plan entitle a Participant to be
retained as an employee.



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           ARTICLE III. PAYROLL DEDUCTIONS AND STOCK PURCHASE ACCOUNT

         SECTION 3.01 Deduction from Pay. The form described in Section 2.02
will permit a Participant to elect payroll deductions of any whole percentage
from one percent (1%) through fifteen percent (15%) of Current Compensation for
each pay period. The Participant may reduce or increase future payroll
deductions (within the foregoing limitations) by filing with such Participant's
Employer a form provided by such Employer for such purpose. The effective date
of any reduction in future payroll deductions will be the first day of the next
succeeding pay period. The effective date of any increase in future payroll
deductions will be the first day of the next succeeding Purchase Period. Also,
the Participant may cease making payroll deductions at any time, as provided in
Section 6.01.

         SECTION 3.02 Credit to Account. Payroll deductions will be credited to
the Participant's Stock Purchase Account on each payday.

         SECTION 3.03 Interest. No interest will be paid upon payroll deductions
or on any amount credited to, or on deposit in, a Participant's Stock Purchase
Account.

         SECTION 3.04 Nature of Account. The Stock Purchase Account is
established solely for accounting purposes, and all amounts credited to the
Stock Purchase Account will remain part of the general assets of the Company or
the Participating Affiliate (as the case may be).

         SECTION 3.05 No Additional Contributions. A Participant may not make
any payment into the Stock Purchase Account other than the payroll deductions
made pursuant to the Plan.

                      ARTICLE IV. RIGHT TO PURCHASE SHARES

         SECTION 4.01 Number of Shares. Each Participant will have the right to
purchase on the last business day of the Purchase Period all, but not less than
all, of the largest number of whole shares of Stock that can be purchased at the
price specified in Section 4.02 with the entire credit balance in the
Participant's Stock Purchase Account, subject to the limitations that (a) no
more than 20,000 shares of Common Stock may be purchased under the Plan by any
one Participant for a given Purchase Period, and (b) in accordance with Section
423(b)(8) of the Code, no more than Twenty-Five Thousand Dollars ($25,000) in
Fair Market Value (determined at the beginning of each Purchase Period) of Stock
and other stock may be purchased under the Plan and all other employee stock
purchase plans (if any) of the Company and the Affiliates by any one Participant
for each calendar year. If the purchases for all Participants would otherwise
cause the aggregate number of shares of Stock to be sold under the Plan to
exceed the number specified in Section 10.03, however, each Participant shall be
allocated a pro rata portion of the Stock to be sold.

         SECTION 4.02 Purchase Price. The purchase price for any Purchase Period
will be the lesser of (a) Eighty-five percent (85%) of the Fair Market Value of
the Stock on the first business day of that Purchase Period or (b) Eighty-five
percent (85%) of the Fair Market Value of the Stock on the last business day of
that Purchase Period, in each case rounded up to the next higher full cent.




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                          ARTICLE V. EXERCISE OF RIGHT

         SECTION 5.01 Purchase of Stock. On the last business day of a Purchase
Period, the entire credit balance in each Participant's Stock Purchase Account
will be used to purchase the largest number of whole shares of Stock purchasable
with such amount (subject to the limitations of Section 4.01) unless the
Participant has filed with the Committee in advance of that date a form provided
by his or her Employer and elected to receive the entire credit balance in cash.

         SECTION 5.02 Cash Distributions. Any amount remaining in a
Participant's Stock Purchase Account after the last business day of a Purchase
Period will be paid to the Participant in cash within thirty (30) days after the
end of that Purchase Period; provided, however, that if the amount remaining in
the Participant's Stock Purchase Account at the end of a Purchase Period results
from the fact that such amount was not sufficient to purchase a whole share of
Stock, such amount will be transferred to the Participant's Stock Purchase
Account for the immediately succeeding Purchase Period.

         SECTION 5.03 Notice of Acceleration Date. The Company shall use its
best efforts to notify each Participant in writing at least ten (10) days prior
to any Acceleration Date that the then current Purchase Period will end on such
Acceleration Date.

                        ARTICLE VI. WITHDRAWAL FROM PLAN

         SECTION 6.01 Voluntary Withdrawal. A Participant may, at any time,
withdraw from the Plan and cease making payroll deductions by filing with such
Participant's Employer a form provided for this purpose. In such event, the
Participant may request that either (a) the entire credit balance in the
Participant's Stock Purchase Account be paid to the Participant in cash within
thirty (30) days, or (b) the entire credit balance in the Participant's Stock
Purchase Account be held in such account until used to purchase shares of Stock
in accordance with Section 5.01. A Participant who withdraws from the Plan will
not be eligible to reenter the Plan until the beginning of the next Purchase
Period following the date of such withdrawal.

         SECTION 6.02 Death. Participation in the Plan will cease on the date of
the Participant's death, and the entire credit balance in the Stock Purchase
Account will be paid to the Participant's estate in cash within thirty (30)
days. Each Participant, however, may designate one or more beneficiaries who,
upon death, are to receive the amount that otherwise would have been paid to the
Participant's estate and may change or revoke any such designation from time to
time. No such designation, change or revocation will be effective unless made by
the Participant in writing and filed with the Participant's Employer during the
Participant's lifetime. Unless the Participant has otherwise specified in the
beneficiary designation, the beneficiary or beneficiaries so designated will
become fixed as of death so that, if a beneficiary survives the Participant but
dies before the receipt of the payment due such beneficiary, the payment will be
made to such beneficiary's estate.

         SECTION 6.03 Termination of Employment. Participation in the Plan also
will cease on the date the Participant ceases to be a Permanent Full-Time
Employee for any reason other than death. In such event, the entire credit
balance in the Participant's Stock Purchase Account will be paid to




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the Participant in cash within thirty (30) days. For purposes of this Section, a
leave of absence which has been approved by the Committee will not be deemed a
termination of employment as a Permanent Full-Time Employee.

                         ARTICLE VII. NONTRANSFERABILITY

         SECTION 7.01 Nontransferable Right to Purchase. The right to purchase
Stock hereunder may not be assigned, transferred, pledged or hypothecated
(whether by operation of law or otherwise) and will not be subject to execution,
attachment or similar process. Any attempted assignment, transfer, pledge,
hypothecation or other disposition or levy of attachment or similar process upon
the right to purchase will be null and void and without effect.

         SECTION 7.02 Nontransferable Account. The amounts credited to a Stock
Purchase Account may not be assigned, transferred, pledged or hypothecated in
any way, and any attempted assignment, transfer, pledge, hypothecation or other
disposition of such amounts will be null and void and without effect.

                        ARTICLE VIII. STOCK CERTIFICATES

         SECTION 8.01 Delivery. Within thirty (30) days after the last day of
each Purchase Period, the Company will cause to be delivered to the Participant
a certificate representing the Stock purchased on the last business day of such
Purchase Period.

         SECTION 8.02 Securities Laws. The Company shall not be required to
issue or deliver any certificate representing Stock prior to registration under
the Securities Act of 1933, as amended, or registration or qualification under
any state law if such registration is required. The Company will use its best
efforts to accomplish such registration (if and to the extent required) not
later than a reasonable time following the Purchase Period, and delivery of
certificates may be deferred until such registration is accomplished.

         SECTION 8.03 Completion of Purchase. A Participant will have no
interest in the Stock purchased until a certificate representing the same is
issued.

         SECTION 8.04 Form of Ownership. The certificates representing Stock
issued under the Plan will be registered in the name of the Participant or
jointly in the name of the Participant and another person, as the Participant
may direct on a form provided by the Participant's Employer.

                    ARTICLE IX. EFFECTIVE DATE AND AMENDMENT
                             OR TERMINATION OF PLAN

         SECTION 9.01 Effective Date. The Plan will become effective on January
1, 1999, subject to shareholder approval.

         SECTION 9.02 Powers of Board. The Board may at any time amend or
terminate the Plan, except that no amendment will be made without prior approval
of the shareholders which would




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(a) authorize an increase in the number of shares of Stock which may be
purchased under the Plan, except as provided in Section 11.01, (b) permit the
issuance of Stock before payment therefor in full, (c) increase the rate of
payroll deductions above fifteen percent (15%) of Current Compensation, (d)
reduce the price per share at which the Stock may be purchased, or (e) absent
such shareholder approval, cause Rule 16b-3 to become unavailable with respect
to the Plan.

         SECTION 9.03 Automatic Termination. The Plan will terminate
automatically on December 31, 2008, unless extended by the Board. The Board may
by resolution extend the Plan for one or more additional periods of five years
each.

                            ARTICLE X. ADMINISTRATION

         SECTION 10.01 Appointment of Committee. The Plan shall be administered
by a committee (the "Committee") established by the Board and meeting the
requirements of Rule 16b-3 as in effect from time to time.

         SECTION 10.02 Powers of Committee. Subject to the provisions of the
Plan, the Committee will have full authority to administer the Plan, including
authority to interpret and construe any provision of the Plan, to establish
deadlines by which the various administrative forms must be received in order to
be effective, and to adopt such other rules and regulations for administering
the Plan as it may deem appropriate. Decisions of the Committee will be final
and binding on all parties who have an interest in the Plan.

         SECTION 10.03 Stock to be Sold. The Stock to be issued and sold under
the Plan may be treasury Stock or authorized but unissued Stock, or the Company
may go into the market and purchase Stock for sale under the Plan. Except as
provided in Section 11.01, the aggregate number of shares of Stock to be sold
under the Plan will not exceed 166,667 shares.

         SECTION 10.04 Notices. Notices to the Committee should be addressed as
follows:

         Celeris Corporation
         Attention:  Corporate Secretary
         1801 West End Avenue
         Suite 750
         Nashville, Tennessee 37203

             ARTICLE XI. ADJUSTMENT FOR CHANGES IN STOCK OR COMPANY

         SECTION 11.01 Stock Dividend or Reclassification. If the outstanding
shares of Stock are increased, decreased, changed into or exchanged for a
different number or kind of securities of the Company, or shares of a different
par value or without par value, through reorganization, recapitalization,
reclassification, stock dividend, stock split, amendment to the Company's
Articles of Incorporation, reverse stock split or otherwise, an appropriate
adjustment shall be made in the maximum numbers and/or kind of securities to be
sold under this Plan with a corresponding adjustment in the purchase price to be
paid therefor.





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         SECTION 11.02 Merger or Consolidation. If the Company is merged into or
consolidated with one or more corporations during the term of the Plan,
appropriate adjustments will be made to give effect thereto on an equitable
basis in terms of issuance of shares of the corporation surviving the merger or
of the consolidated corporation, as the case may be.

                           ARTICLE XII. APPLICABLE LAW

         Rights to purchase Stock granted under this Plan shall be construed and
shall take effect in accordance with the laws of the State of Minnesota.






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