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                                                                     EXHIBIT 4.9

                                  CYNET, INC.

                        1997 RESTATED STOCK OPTION PLAN

                      (As amended through June 28, 2000)


                                   ARTICLE I

SECTION 1.  PURPOSE.

      The purposes of the Plan are to advance the best interest of the Company
and to attract, retain, and motivate key employees, and persons affiliated with
the Company (the "Participants"), and provide such persons with additional
incentive to further the business, promote the long-term financial success and
increase shareholder value of the Company by increasing their proprietary
interest in the success of the Company. Pursuant to the Plan, the Company may
grant (i) non-qualified stock options ("Stock Options"), and (ii) incentive
stock options ("ISO Options") (collectively herein "Options"). The ISO Options
to be granted under the Plan are intended to be qualified pursuant to Section
422 of the Internal Revenue Code of 1986, as amended (the "Code"); and the Stock
Options to be granted are intended to be non-qualified stock options as
described in Sections 83 and 421 of the Code.

SECTION 2.  GENERAL.

      The terms and provisions of this Article I shall be applicable to Stock
Options and ISO Options, unless the context herein clearly indicates to the
contrary.

SECTION 3.  ADMINISTRATION OF THE PLAN.

      The Plan shall be administered by the Board of Directors (the "Board") of
the Company. The Board, at its discretion, may designate and appoint a committee
(the "Compensation Committee") which shall be constituted solely of outside
directors (within the meaning of Section 162(m) of the Code) and so as to permit
the Plan to comply with Rule 16b-3 promulgated under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"). All references to the Board shall also
include the Committee, if one is appointed. The members of the Committee shall
serve at the pleasure of the Board. The Board shall have the power consistent
with the general purpose and intent of the Plan to (i) modify the requirements
of the Plan to conform with the law or to meet special circumstances not
anticipated or covered in the Plan, (ii) establish policies, (iii) adopt rules
and regulations and (iv) prescribe forms for carrying out the purposes and
provisions of the Plan, including the form of any stock option agreements
("Option Agreements"). Unless otherwise provided in the Plan, the Board shall
have the authority to interpret and construe the Plan and determine all
questions arising under the Plan and any agreement made pursuant to the Plan.
Any interpretation, decision or determination made by the Board shall be final,
binding and conclusive. A majority of the Board shall constitute a quorum and an
act of the majority of the members present at any meeting at which a quorum is
present shall be the act of the Board.


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SECTION 4.  STOCK SUBJECT TO THE PLAN.

      The aggregate number of shares of the Company's Class A Common Stock, no
par value ("Common Stock"), which may be issued upon the exercise of Options
granted under the Plan shall not exceed 5,000,000, subject to adjustment under
the provisions of Section 7 of this Article I. The shares of Common Stock to be
issued upon the exercise of Options may be authorized but unissued shares,
shares issued and reacquired by the Company or shares bought in the open market
for the purposes of the Plan. In the event any Option shall, for any reason,
terminate or expire or be surrendered without having been exercised in full, the
shares subject to such Option but not purchased thereunder shall again be
available for Options to be granted under the Plan.

SECTION 5.  PARTICIPATION IN THE PLAN.

      The Board shall determine from time to time those Participants who are to
be granted Options, and the number of shares of Common Stock covered thereby.

SECTION 6.  DETERMINATION OF FAIR MARKET VALUE.

      As used in the Plan, "Fair Market Value" shall mean on any particular day
(i) if the Common Stock is listed or admitted for trading on any national
securities exchange or the National Market System of the National Association of
Securities Dealers, Inc. Automated Quotation System, the last sale price, or if
no sale occurred, the mean between the closing high bid and low asked quotations
for such date of the Common Stock on the principal securities exchange on which
shares of the Common Stock are listed, (ii) if the Common Stock is not traded on
any national securities exchange but is quoted on the National Association of
Securities Dealers, Inc. Automated Operations System, or any similar system of
automated dissemination of quotations or securities prices in common use, the
mean between the closing high bid and low asked quotations for such day of the
Common Stock on such system, (iii) if neither clause (i) nor (ii) is applicable,
the mean between the high bid and low asked quotations for the Common Stock as
reported by the National Quotation Bureau Incorporated if at least two
securities dealers have inserted both bid and asked quotations for shares of the
Common Stock on at least five (5) of the ten (10) preceding days or (iv) if none
of the conditions set forth above is met, the fair market value of shares of the
Common Stock as determined in a good faith manner by the Board. Provided, for
purposes of determining Fair Market Value of the Common Stock of the Company,
such value shall be determined without regard to any restriction other than a
restriction which will never lapse.

SECTION 7.  ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.

      The aggregate number of shares of Common Stock under Options granted under
the Plan, the Stock Option Price and the ISO Price, and the total number of
shares of Common Stock which may be purchased by a Participant upon exercise of
an Option shall be appropriately adjusted by the Board to reflect any
recapitalization, stock split, merger, consolidation, reorganization,
combination, liquidation, stock dividend or similar transaction involving the
Company.


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SECTION 8.  AMENDMENT AND TERMINATION OF THE PLAN.

      The Plan shall terminate at midnight, October 19, 2007, but prior thereto
may be altered, changed, modified, amended or terminated by written amendment
approved by the Board. Provided, that no action of the Board may, without the
approval of the shareholders; (i) increase the aggregate number of shares of
Common Stock which may be purchased under Options granted under the Plan, or
(ii) withdraw the administration of the Plan from the Board. Except as provided
in this Article I, no amendment, modification or termination of the Plan shall
in any manner adversely affect any Option previously granted under the Plan
without the consent of the affected Participant.

SECTION 9.  EFFECTIVE DATE.

      The Plan shall be effective October 20, 1997, subject to approval by the
holders of a majority of the Common Stock of the Company present or represented
and entitled to vote at a meeting called for such purpose within twelve (12)
months before or after the Plan's adoption by the Board.

SECTION 10.  SECURITIES LAW REQUIREMENTS.

      (a)   LEGALITY OF ISSUANCE.

            No Common Stock shall be issued upon the exercise of any Option
      unless and until the Board has determined that:

            (i) The Company and the Participant have taken all actions required
      to register the Common Stock under the Securities Act of 1933, as amended
      (the "Securities Act"), or to perfect an exemption from registration
      requirements of the Securities Act, or to determine that the registration
      requirements of the Securities Act do not apply to such exercise;

            (ii) Any applicable listing requirement of any stock exchange on
      which the Common Stock is listed has been satisfied; and

            (iii) Any other applicable provision of state, federal or foreign
      law has been satisfied.

      (b)   RESTRICTIONS ON TRANSFER; REPRESENTATIONS OF PARTICIPANT; LEGENDS.

            Regardless of whether the offering and sale of Common Stock under
      the Plan have been registered under the Securities Act or have been
      registered or qualified under the securities laws of any state, the
      Company may impose restrictions and/or prohibitions upon the sale, pledge,
      or other transfer of such Common Stock (including the placement of
      appropriate legends on stock certificates) if, in the judgment of the
      Company and its counsel, such restrictions and/or prohibitions are
      necessary or desirable to achieve compliance with the provisions of the
      Securities Act, the securities laws of any state, or any other law or
      rule, including rules of accounting. If the offering and/or sale of Common
      Stock under the Plan is not registered under the Securities Act and the
      Company determines that the registration requirements of the Securities
      Act apply but an exemption is available which requires an


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      investment representation or other representation, the Participant shall
      be required, as a condition to acquiring such Common Stock, to represent
      that such Common Stock is being acquired for investment, and not with a
      view to the sale or distribution thereof, except in compliance with the
      Securities Act, and to make such other representations as are deemed
      necessary or appropriate by the Company and its counsel. Certificates
      evidencing Common Stock acquired pursuant to an unregistered transaction
      to which the Securities Act applies shall bear a restrictive legend as may
      be required or deemed advisable under the Plan or the provisions of any
      applicable law.

      Any determination by the Company and its counsel in connection with any of
the matters set forth in this Section 10 shall be conclusive and binding on all
persons.

      (c)   REGISTRATION OR QUALIFICATION OF SECURITIES.

            The Company may, but shall not be obligated to, register or qualify
      the offering or sale of Common Stock under the Securities Act or any other
      applicable law.

      (d)   EXCHANGE OF CERTIFICATES.

            If, in the opinion of the Company and its counsel, any legend placed
      on a stock certificate representing shares of Common Stock issued pursuant
      to the Plan is no longer required, the Participant or the holder of such
      certificate shall be entitled to exchange such certificate for a
      certificate representing the same number of shares of Common Stock but
      lacking such legend.

SECTION 11.  SEPARATE CERTIFICATE.

      Separate certificates representing the Common Stock of the Company to be
delivered to a Participant upon the exercise of any Option will be issued to
such Participant.

SECTION 12.  PAYMENT FOR STOCK.

      Payment for shares of Common Stock purchased under this Plan shall be made
in full and in cash or check made payable to the Company. However, the Board in
its discretion may allow payment for shares of Common Stock purchased under this
Plan to be made in Common Stock of the Company or a combination of cash and
Common Stock of the Company. Further, the Option Agreement may provide for a
"cashless exercise" of Options pursuant to procedures established by the Board.
In the event that Common Stock of the Company is utilized in consideration for
the purchase of Common Stock upon the exercise of an Option, then, such Common
Stock shall be valued at the Fair Market Value as defined in Section 6 of this
Article I as of the date the payment is made.



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SECTION 13.  INCURRENCE OF DISABILITY.

      A Participant shall be deemed to have terminated employment or consulting
and incurred a disability ("Disability") if such Participant suffers a physical
or mental condition which (i) satisfies the definition of "total disability" in
the disability policy or plan provided by the Company covering the Participant;
or (ii) if no such policy or plan is then covering the Participant, in the
judgment of the Board, totally and permanently prevents a Participant from
engaging in any substantial gainful employment or consulting with the Company.

SECTION 14.  STOCK OPTIONS AND ISO OPTIONS GRANTED SEPARATELY.

      Since the Board is authorized to grant Stock Options and ISO Options to
Participants, the grant thereof and Option Agreements relating thereto will be
made separately and totally independent of each other. Except as it relates to
the total number of shares of Common Stock which may be issued under the Plan,
the grant or exercise of a Stock Option shall in no manner affect the grant and
exercise of any ISO Options. Similarly, the grant and exercise of any ISO Option
shall in no manner affect the grant and exercise of any Stock Option.

SECTION 15.  GRANTS OF OPTIONS AND OPTION AGREEMENT.

      Each Option granted under this Plan shall be evidenced by a written Option
Agreement effective on the date of grant and executed by the Company and the
Participant. Each Option granted hereunder shall contain such terms,
restrictions and conditions as the Board may determine, which terms restrictions
and conditions may or may not be the same in each case.

SECTION 16.  USE OF PROCEEDS.

      The proceeds received by the Company from the sale of Common Stock
pursuant to the exercise of Options granted under the Plan shall be added to the
Company's general funds and used for general corporate purposes.

SECTION 17.  NON-TRANSFERABILITY OF OPTIONS.

      Except as otherwise herein provided, any Option granted shall not be
transferable otherwise than by will or the laws of descent and distribution and
only the Participant may exercise the Option during his lifetime. Specifically
(but without limiting the generality of the foregoing), the Option may not be
assigned, transferred (except as provided above), pledged or hypothecated in any
way, shall not be assignable by operation of law, and shall not be subject to
execution, attachment, or similar process. Any attempted assignment, transfer,
pledge, hypothecation, or other disposition of the Option contrary to the
provisions hereof shall be null and void and without effect.

SECTION 18.  ADDITIONAL DOCUMENTS ON DEATH OF PARTICIPANT.

      No transfer of an Option by the Participant by will or the laws of descent
and distribution shall be effective to bind the Company unless the Company shall
have been furnished with written notice and such other evidence as the Board may
deem necessary to establish the validity of the transfer and the acceptance by
the successor to the Option of the terms and conditions of such Option.


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SECTION 19.  CHANGES IN EMPLOYMENT.

      So long as the Participant shall continue to be an employee or consultant
of the Company, any Option granted to him shall not be affected by any change of
duty or position.

SECTION 20.  SHAREHOLDER RIGHTS.

      No Participant shall have any rights as a shareholder with respect to any
shares of Common Stock subject to an Option prior to the purchase of such shares
of Common Stock by exercise of the Option.

SECTION 21.  CHANGE OF CONTROL.

      (a)   In the event of a Change of Control (as defined in Section 21(b) of
            this Article I),

            (i) all outstanding Options shall immediately vest and become
      exercisable; and

            (ii) the Board, in its discretion, may act to effect one or more of
      the following alternatives with respect to outstanding Options, which may
      vary among individual Participants and which may vary among Options held
      by any individual Participant:

                  (1) Determine a limited period of time after which all
            unexercised Options and all rights of Participants thereunder shall
            terminate.

                  (2) Require the mandatory surrender to the Company by selected
            Participants of some or all of the outstanding Options held by such
            Participants (irrespective of whether such Options are then
            exercisable under the provisions of the Plan) as of a date specified
            by the Board, in which event the Board shall thereupon cancel such
            Options and the Company shall pay to each Participant an amount of
            cash per share equal to the excess, if any, of the Change of Control
            value (as determined by the Board) of the shares subject to such
            Option over the exercise price(s) under such Options for such
            shares.

                  (3) Make such adjustments, if any, to Options then outstanding
            as the Board deems appropriate in its sole discretion, to reflect
            such Change of Control.

                  (4) Provide that upon the exercise of an Option, the
            Participant shall be entitled to purchase, in lieu of the Common
            Stock covered by such Option, the number and class of shares of
            stock, other securities or property (including, without limitation,
            cash) to which the Participant would have been entitled pursuant to
            the terms of the agreement of merger, consolidation or sale of
            assets and dissolution if, immediately prior to such merger,
            consolidation or sale of assets and dissolution the Participant had
            been the holder of record of the number of shares of Common Stock
            covered by such Option.


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            The foregoing provisions shall not terminate any rights of the
      Participant to further payments pursuant to any other agreement with the
      Company following a Change of Control.

      (b) For purposes of this Plan, the term "Change of Control" means the
occurrence, following successful completion of the Company's IPO (as defined in
Section 21(c) of this Article I), of any one of the following events:

            (i) The Company shall not be the surviving entity in any merger,
      consolidation or other reorganization (or survives only as a subsidiary of
      an entity other than a previously wholly-owned subsidiary of the Company).

            (ii) The Company sells, leases or exchanges all or substantially all
      of its assets to any other person or entity (other than a wholly-owned
      subsidiary of the Company).

            (iii) The Company is to be dissolved and liquidated.

            (iv) Any person or entity, including a "group" as contemplated by
      Section 13(d)(3) of the Exchange Act, acquires or gains ownership or
      control (including, without limitation, power to vote) of more than 50% of
      the outstanding shares of the Company's voting stock (based upon voting
      power).

            (v) As a result of or in connection with a contested election of
      directors, the persons who were directors of the Company before such
      election, together with their nominees, shall cease to constitute a
      majority of the Board.

      (c) For purposes of this Plan, the term "IPO" means the first underwritten
public offering of the Company's Common Stock other than any offering pursuant
to any registration statement (i) relating to any capital stock of the Company
or options, warrants or other rights to acquire any such capital stock issued or
to be issued primarily to directors, officers or employees of the Company, or
any of its subsidiaries, (ii) relating to any employee benefit plan or interest
therein, (iii) relating principally to any preferred stock or debt securities of
the Company or (iv) filed pursuant to Rule 145 under the Securities Act, as
amended, or any successor or similar provisions.

SECTION 22.  NON-QUALIFYING OPTIONS.

      Notwithstanding anything to the contrary contained in this Plan, with
respect to all or any portion of any Option granted under the Plan not
qualifying as an "incentive stock option" under Section 422 of the Code, such
Option shall be considered as a Stock Option granted under this Plan for all
purposes.


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SECTION 23.  TAX STATUS.

      The Board shall take all appropriate steps at the time of the grant of
Options or the exercise of Options, or both, consistent with such Options'
status for federal income tax purposes (including but not limited to,
designating whether such Option is considered a Stock Option or an ISO Option).


                                  ARTICLE II

                           GRANTING OF STOCK OPTIONS

SECTION 1.  GRANTS AND TERMS OF STOCK OPTIONS.

      Stock Options shall be granted by the Board on the following terms and
conditions: No Stock Option shall be exercisable within six (6) months from the
date of grant (except as specifically provided in Section 3 of this Article II,
with regard to the death or Disability of a Participant), nor more than ten (10)
years after the date of grant. Subject to such limitation, the Board shall have
the discretion to fix the period during which any Stock Option may be exercised
(the "Option Period"). No Stock Option shall be exercisable after the expiration
of its Option Period. Each Stock Option shall be evidenced by an Option
Agreement in such form and containing such provisions not inconsistent with the
provisions of the Plan as the Board shall approve. Each Option Agreement shall
specify the effect of termination of employment or consulting on the
exercisability of Stock Options.

SECTION 2.  STOCK OPTION PRICE.

      The option price for shares of Common Stock subject to a Stock Option
("Stock Option Price") shall be determined by the Board, but in no event shall
such Stock Option Price be less than 85% of the Fair Market Value of the Common
Stock on the date of grant.

SECTION 3.  ACCELERATION OF OTHERWISE UNEXERCISABLE STOCK OPTIONS ON RETIREMENT,
            DEATH, DISABILITY OR OTHER SPECIAL CIRCUMSTANCES.

      All Stock Options which are not exercisable as of the date of termination
of a Participant's employment or consulting shall expire as of such date;
provided, however, the Board, in its sole discretion, may permit any Participant
whose employment or consulting with the Company terminates, for any cause
whatsoever, to exercise, at any time within the Option Period, any or all Stock
Options previously granted to such Participant notwithstanding that such Stock
Options have not yet vested, in whole or in part, as of the date of termination
of such Participant's employment or consulting. However, such discretionary
authority of the Board shall not be exercised with respect to any Stock Option
(or portion thereof) if the applicable six-month waiting period for exercise has
not yet expired, except in the event of the death or Disability of the
Participant when the personal representative of the Participant or the disabled
Participant may, with the consent of the Board, exercise such Stock Option
notwithstanding that the applicable six-month waiting period has not yet
expired.


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SECTION 4.  NUMBER OF STOCK OPTIONS GRANTED.

      Subject to the applicable limitations contained in the Plan, the Board
shall determine the number of Stock Options which are to be granted to each
Participant. In making such determinations, the Board shall obtain the advice
and recommendation of the officers of the Company. The granting of a Stock
Option under the Plan shall not affect any outstanding Option previously granted
to a Participant under the Plan.

SECTION 5.  NOTICE TO EXERCISE STOCK OPTION.

      Upon exercise of a Stock Option, a Participant shall give written notice
to the Secretary of the Company, or other officer designated by the Board at the
Company's principal office in Houston, Texas. No Common Stock shall be issued to
any Participant until the Company receives full payment for the Common Stock
purchased, if applicable, and any required state and federal withholding taxes.

                                  ARTICLE III

                            GRANTING OF ISO OPTIONS

SECTION 1.  GENERAL.

      With respect to ISO Options granted on or after the effective date of the
Plan, the following provisions in this Article III shall apply to the exclusion
of any inconsistent provisions in any other Article in this Plan since the ISO
Options to be granted under the Plan are intended to qualify as "incentive stock
options" as defined in Section 422 of the Code.

SECTION 2.  GRANT OF ISO OPTIONS.

      ISO Options may be granted only to key employees of the Company and any of
its subsidiaries. No ISO Options shall be granted to any person who is not
eligible to receive incentive stock options as provided in Section 422 of the
Code. No ISO Options shall be granted to any key employee if, immediately before
the grant of an ISO Option, such employee owns more than 10% of the total
combined voting power of all classes of stock of the Company or its subsidiaries
(as determined in accordance with the stock attribution rules contained in
Section 424(d) of the Code). Provided, the preceding sentence shall not apply if
at the time the ISO Option is granted, the ISO Price is at least 110% of the
Fair Market Value of the Common Stock subject to the ISO Option, and such ISO
Option by its terms is not exercisable after the expiration of five years from
the date such ISO Option is granted.

SECTION 3.  ISO OPTION PRICE.

      The option price for shares of Common Stock subject to an ISO Option ("ISO
Price") shall be determined by the Board, but in no event shall such ISO Price
be less than the Fair Market Value of the Common Stock on the date of grant.



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SECTION 4.  ANNUAL ISO OPTION LIMITATION.

      The aggregate Fair Market Value (determined as of the time the ISO Option
is granted) of the Common Stock with respect to which ISO Options are
exercisable for the first time by any Participant during any calendar year
(under all "incentive stock option" plans qualified under Section 422 of the
Code sponsored by the Company) shall not exceed $100,000.

SECTION 5.  TERMS OF ISO OPTIONS.

      ISO Options shall be granted by the Board on the following terms and
conditions: No ISO Option shall be exercisable within six (6) months from the
date of grant (except as specifically provided in Section 6 of this Article III
with regard to the death or Disability of a Participant), nor more than ten (10)
years after the date of grant. Subject to such limitation, the Board shall have
the discretion to fix the period during which any ISO Option may be exercised
(the "ISO Period"). No ISO Option shall be exercisable after the expiration of
its ISO Period. Each ISO Option shall be evidenced by an Option Agreement in
such form and containing such provisions not inconsistent with the provisions of
the Plan as the Board shall approve, including provisions to qualify an ISO
Option under Section 422 of the Code. Each Option Agreement shall specify the
effect of termination of employment or consulting on the exercisability of ISO
Options.

SECTION 6. ACCELERATION OF OTHERWISE UNEXERCISABLE ISO OPTION ON RETIREMENT,
           DEATH, DISABILITY OR OTHER SPECIAL CIRCUMSTANCES.

      All ISO Options which are not exercisable as of the date of termination of
a Participant's employment, shall expire as of such date; provided, however, the
Board, in its sole discretion, may permit any Participant whose employment with
the Company terminates, for any cause whatsoever, to exercise, at any time
within the ISO Period, any or all ISO Options previously granted to such
Participant notwithstanding that such ISO Options have not yet vested, in whole
or in part, as of the date of the termination of such Participant's employment.
However, that such discretionary authority of the Board shall not be exercised
with respect to any ISO Options (or portion thereof) if the applicable six-month
waiting period has not yet expired, except in the event of the death or
Disability of the Participant, when the personal representative of the
Participant or the disabled Participant may, with the consent of the Board,
exercise such ISO Options notwithstanding that the six-month waiting period has
not yet expired.

SECTION 7.  NUMBER OF ISO OPTIONS GRANTED.

      Subject to the applicable limitations contained in the Plan, the Board
shall determine the number of ISO Options which are to be granted to each
Participant. In making such determinations, the Board shall obtain the advice
and recommendation of the officers of the Company. The granting of an ISO Option
under the Plan shall not affect any outstanding Option previously granted to a
Participant under the Plan.

SECTION 8.  NOTICE TO EXERCISE ISO OPTION.

      Upon exercise of an ISO Option, a Participant shall give written notice to
the Secretary of the Company, or other officer designated by the Board at the
Company's principal office in Houston, Texas. No Common Stock shall be issued to
any Participant until the Company receives full payment for the Common Stock
purchased, if applicable, and any required state and federal withholding taxes.



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                                  ARTICLE IV

                                 MISCELLANEOUS

SECTION 1.  NO RIGHT TO A GRANT.

      Neither the adoption of the Plan by the Company nor any action of the
Board shall be deemed to give a Participant any right to be granted an Option or
any of the rights hereunder except as may be evidenced by an Option Agreement.

SECTION 2.  NO EMPLOYMENT RIGHTS CONFERRED.

      Nothing in the Plan or in any Option Agreement which relates to the Plan
shall confer upon any Participant any right to continue in the employ as an
employee or consultant of the Company, or interfere in any way with the right of
the Company to terminate his employment or consulting arrangement at any time.

SECTION 3.  RULE 16B-3.

      It is intended that the Plan and any grant of Options made to a person
subject to Section 16 of the Exchange Act meet all of the requirements of Rule
16b-3 promulgated thereunder. If any provision of the Plan or any such grant
would disqualify the Plan or such grant under, or would otherwise not comply
with, Rule 16b-3, such provision or grant shall be construed or deemed amended
to conform to Rule 16b-3.

SECTION 4.  GOVERNING LAW.

      This Plan shall be construed in accordance with the laws of the state of
Texas.



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