EXHIBIT 4.2

                                AVID SPORTS, INC.

                             1999 STOCK OPTION PLAN

         1. Definitions.  As used in this 1999 Stock Option Plan of Avid Sports,
Inc., the following terms shall have the following meanings:

                  1.1 Board means the Company's Board of Directors.

                  1.2 Code means the federal  Internal  Revenue Code of 1986, as
         amended.

                  1.3 Committee means a committee  appointed by the Board or, if
         no such committee is appointed, the Board itself. Such committee or the
         Board, as the case may be, shall be responsible for the  administration
         of the Plan, as provided in section 5 of the Plan.

                  1.4 Company means Avid Sports, Inc., a Delaware corporation.

                  1.5 Fair  Market  Value  means  (i) on any  date  prior to the
         Initial Public Offering Date, the value of a share of Stock on any such
         date as determined  by the  Committee,  and (ii) on the Initial  Public
         Offering Date or on any date thereafter, (A) the average of the closing
         bid and  asked  prices  of a share  of  Stock  on the  over-the-counter
         market, as reported by the National  Association of Securities  Dealers
         Automated  Quotation System ("NASDAQ") on such date, or (B) the closing
         price of a share of Stock on an exchange or the NASDAQ  Stock  Market's
         National Market System, as the case may be, on such date.

                  1.6  Grant  Date  means  the  date as of which  an  Option  is
         granted, as determined under Section 7.

                  1.7 Incentive  Option means an Option which by its terms is to
         be treated as an "incentive stock option" within the meaning of Section
         422 of the Code.

                  1.8 Initial Public Offering Date means the date of the closing
         of the Company's initial public offering of Stock.

                  1.9  Non-statutory  Option  means  any  Option  that is not an
         Incentive Option.

                  1.10  Option  means an  option  to  purchase  shares  of Stock
         granted under the Plan.

                  1.11 Option  Agreement means an agreement  between the Company
         and an Optionee, setting forth the terms and conditions of an Option.



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                  1.12 Option  Price  means the price paid by an Optionee  for a
         share of Stock upon exercise of an Option.

                  1.13 Optionee means a person eligible to receive an Option, as
         provided in Section 6, to whom an Option shall have been granted  under
         the Plan.

                  1.14 Plan means this 1999 Stock Option Plan of the Company, as
         amended from time to time.

                  1.15 Stock means common stock,  par value $0.01 per share,  of
         the Company.

                  1.16 Stock  Restriction  Agreements means,  collectively,  the
         Stock Restriction Agreements,  by and among the Company and each of the
         stockholders   party  thereto   (individually,   a  "Stock  Restriction
         Agreement"), as amended, modified and supplemented from time to time.

                  1.17 Ten Percent  Owner means a person who owns,  or is deemed
         within  the  meaning  of Section  422(b)(6)  of the Code to own,  stock
         possessing  more than 10% of the  total  combined  voting  power of all
         classes  of  stock  of  the  Company  (or  its  parent  or   subsidiary
         corporations).  Whether  a  person  is a Ten  Percent  Owner  shall  be
         determined  with  respect to each  Option  based on the facts  existing
         immediately prior to the Grant Date of such Option.

                  1.18  Vesting  Year for any  portion of any  Incentive  Option
         means the  calendar  year in which that  portion  of the  Option  first
         becomes exercisable.

         2.  Purpose.  This Plan is intended to encourage  ownership of Stock by
employees and  consultants  of the Company and its  subsidiaries  and to provide
additional incentives for them to promote the success of the Company's business.
The Plan is intended to be an incentive  stock option plan within the meaning of
Section 422 of the Code but not all Options granted hereunder are required to be
Incentive Options.

         3. Term of the Plan.  Options may be granted  hereunder  at any time in
the  period  commencing  on the  approval  of the Plan by the Board  and  ending
December 31, 2009.

         4. Stock  Subject to the Plan. At no time shall the number of shares of
Stock then outstanding which are attributable to the exercise of Options granted
under the  Plan,  plus the  number of shares  then  issuable  upon  exercise  of
outstanding  Options  granted under the Plan,  exceed 590,900  shares,  subject,
however,  to the provisions of Section 17 of the Plan.  Shares to be issued upon
the  exercise of Options  granted  under the Plan may be either  authorized  but
unissued  shares or shares  held by the Company in its  treasury.  If any Option
expires or terminates  for any reason without having been exercised in full, the
shares not purchased  thereunder shall again be available for Options thereafter
to be granted.



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         5.  Administration.  The Plan shall be  administered  by the Committee.
Subject  to the  provisions  of the Plan,  the  Committee  shall  have  complete
authority,  in its  discretion,  to make or to select  the  manner of making the
following  determinations  with  respect  to each  Option to be  granted  by the
Company:  (a) the employee,  director or  consultant to receive the Option;  (b)
whether the Option (if granted to an employee)  will be an  Incentive  Option or
Non-statutory  Option;  (c) the time of granting  the Option;  (d) the number of
shares subject to the Option;  (e) the Option Price; (f) the Option period;  (g)
the  Option  exercise  date or  dates;  and (h) the  effect  of  termination  of
employment,  directorship,  consulting  or  association  with the Company on the
subsequent  exercisability  of the Option.  In making such  determinations,  the
Committee  may take into  account  the nature of the  services  rendered  by the
respective employees and consultants,  their present and potential contributions
to the success of the Company and its  subsidiaries,  and such other  factors as
the Committee in its discretion  shall deem relevant.  Subject to the provisions
of the Plan, the Committee  shall also have complete  authority to interpret the
Plan, to prescribe,  amend and rescind rules and regulations  relating to it, to
determine the terms and provisions of the respective  Option  Agreements  (which
need  not be  identical),  and to make all  other  determinations  necessary  or
advisable for the administration of the Plan. The Committee's  determinations on
the matters referred to in this Section 5 shall be conclusive.

         6.  Eligibility.  An  Option  shall  be  granted  only to an  employee,
director or consultant of the Company or any subsidiary thereof.

         7. Time of Granting Options. The granting of an Option shall take place
at the time specified in the Option Agreement.  Only if expressly so provided in
the  Option  Agreement,  shall  the  Grant  Date be the date on which an  Option
Agreement  shall have been duly  executed  and  delivered by the Company and the
Optionee.

         8. Option Price.  The Option Price under each Incentive Option shall be
not less than 100% of the Fair Market  Value of Stock on the Grant Date,  or not
less  than  110% of the Fair  Market  Value of  Stock on the  Grant  Date if the
Optionee is then a Ten Percent Owner. The Option Price under each  Non-statutory
Option shall riot be so limited solely by reason of this Section 8.

         9. Option Period.  No Incentive  Option may be exercised later than the
tenth  anniversary  of the Grant Date,  but in any case not later than the fifth
anniversary  of the Grant Date,  if the  Optionee is a Ten Percent  Owner on the
Grant Date.  The Option period under each  Non-statutory  Option shall not be so
limited solely by reason of this Section 9. An Option may become  exercisable in
such installments, cumulative or non-cumulative, as the Committee may determine.
In the case of an Option not  otherwise  immediately  exercisable  in full,  the
Committee may accelerate the  exercisability  of such Option in whole or in part
at any time,  provided the acceleration of the  exercisability  of any Incentive
Option  would not cause the  Option  to fail to comply  with the  provisions  of
Section 422 of the Code.

         10. Limit on Incentive  Option  Characterization.  No Incentive  Option
shall be considered an Incentive Option to the extent that pursuant to its terms
it would  permit the



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Optionee to purchase for the first time in any Vesting Year under that Incentive
Option  more  than the  number of shares of Stock  calculated  by  dividing  the
current  limit by the Option  Price.  The current limit for any Optionee for any
Vesting  Year shall be $100,000  minus the  aggregate  Fair Market  Value at the
applicable  Grant Date of the number of shares of Stock  available  for purchase
for the first time in the Vesting Year under each other Incentive Option granted
to the Optionee under the Plan after December 31, 1986 and each other  incentive
stock  option  granted to the Optionee  after  December 31, 1986 under any other
incentive  stock  option  plan of the  Company  (and any parent  and  subsidiary
corporations).

         11.  Exercise of Option.  An Option may be  exercised  by the  Optionee
giving  written  notice,  in the manner  provided in Section 21,  specifying the
number of shares with  respect to which the Option is then being  exercised.  In
the event that such notice of  exercise  is given  prior to the  Initial  Public
Offering  Date,  such notice shall be  accompanied by (x) payment in the form of
cash,  or  certified or bank check  payable to the order of the  Company,  in an
amount  equal  to the  aggregate  Option  Price  of the  shares  of  Stock to be
purchased,  and (y) if the exercising Optionee is not already a party to a Stock
Restriction  Agreement,  an executed Stock Restriction  Agreement.  In the event
that such notice of exercise  is given on or after the Initial  Public  Offering
Date, such notice of exercise shall be accompanied by (x) payment in the form of
(A) cash, or certified or bank check payable to the order of the Company,  in an
amount  equal  to the  aggregate  Option  Price  of the  shares  of  Stock to be
purchased,  or (B) shares of Stock  having a Fair  Market  Value on the date the
Option is exercised  equal to the aggregate  Option Price of the shares of Stock
to be purchased  (provided that the use of shares of Stock to exercise an option
shall be subject to such restrictions as the Committee may reasonably require to
avoid adverse  accounting  effects),  and (y) if the exercising  Optionee is not
already a party to a Stock Restriction Agreement,  an executed Stock Restriction
Agreement.  Receipt by the Company of such notice,  payment and, if  applicable,
executed  counterparts  shall  constitute the exercise of the Option.  Within 30
days thereafter but subject to the remaining provisions of the Plan, the Company
shall  deliver  or  cause  to be  delivered  to  the  Optionee  or his  agent  a
certificate or certificates for the number of shares then being purchased.  Such
shares shall be fully paid and nonassessable.

         12. Restrictions on Issue of Shares.

                  (a)  Notwithstanding  any other  provision of the Plan, if, at
any time,  in the  reasonable  opinion of the Company the  issuance of shares of
Stock covered by the exercise of any Option would  constitute a violation of law
(including, without limitation, a violation of federal or state securities law),
the Company shall not be required to issue such shares of Stock unless and until
the Company and/or the exercising holder of such Option shall have taken any and
all steps  reasonably  necessary or required to ensure that such issuance  would
not cause or result in any such violation of law. Such  reasonably  necessary or
required steps may include,  without  limitation,  (i) seeking and obtaining any
approvals  from, or making filings with,  such  governmental  agencies as may be
required under any applicable law, rule, or regulation,  (ii) registering  under
the Securities  Act of 1933, as amended (the  "Securities  Act"),  the shares of
Stock to be  issued  upon  exercise  of such  Option or (iii)  causing  any such
proposed  issuance  to  qualify  for or  come  within



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any exemption from the  registration  requirements  of the Securities Act or any
applicable state securities laws.

                  (b)  Each  certificate  representing  shares  issued  upon the
exercise of an Option will bear restrictive legends which may refer to this Plan
and to applicable restrictions under the Stock Restriction Agreement.

         13. Investment Representations; Subsequent Registration.

                  (a) Unless the shares to be issued upon  exercise of an Option
granted under the Plan have been  effectively  registered  under the  Securities
Act, the Company  may, as a condition  precedent to the exercise of such Option,
require   that  the   exercising   holder  of  such  Option  make  such  written
representations  and  warranties  to the  Company  as  the  Company  shall  deem
necessary or  appropriate  for purposes of confirming  that the issuance of such
shares shall be exempt from the registration  requirements of the Securities Act
or any applicable  state securities laws and that the issuance of such shares is
otherwise  in  compliance  with all  applicable  laws,  rules  and  regulations,
including,  without  limitation,  federal and state securities laws. The Company
shall be under no  obligation  to issue any of such shares  unless and until the
exercising  holder  of  such  Option  makes  such  written  representations  and
warranties to the Company,  and the Company shall also be under no obligation to
issue any of such shares if any of such written  representations  and warranties
are not true, correct or complete when made.

                  (b) Each share of Stock issued  pursuant to the exercise of an
Option  granted  pursuant to this Plan may bear a reference  to the fact that no
registration   statement  has  been  filed  with  the  Securities  and  Exchange
Commission  in respect such share and that the ability to resell such share will
be subject to certain  restrictions on transfer imposed under applicable federal
and state securities laws.

                  (c) If the Company  shall deem it  necessary  or  desirable to
register under the Securities Act or other  applicable  statutes any shares with
respect to which an Option  shall  have been  granted,  or to  qualify  any such
shares for exemption from the Securities Act or other applicable statutes,  then
the Company  shall take such action at its own expense.  The Company may require
from each Option holder,  or each holder of shares of Stock acquired pursuant to
the Plan,  such  information in writing for use in any  registration  statement,
prospectus,  preliminary  prospectus  or  offering  circular  as  is  reasonably
necessary for such purpose and may require  reasonable  indemnity to the Company
and its  officers and  directors  from such holder  against all losses,  claims,
damage and liabilities arising from such use of the information so furnished and
caused by any untrue  statement  of any  material  fact therein or caused by the
omission to state a material fact required to be stated  therein or necessary to
make the  statements  therein not  misleading in the light of the  circumstances
under which they were made.

         14. Withholding;  Notice of Disposition of Stock Prior to Expiration of
Specified Holding Period.

                  (a)  Whenever  shares are to be issued in  satisfaction  of an
Option



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granted  hereunder,  the Company shall have the right to require the Optionee to
remit to the Company an amount  sufficient to satisfy federal,  state,  local or
other withholding tax requirements if and to the extent required by law (whether
so required to secure for the Company an otherwise  available  tax  deduction or
otherwise)  prior to the delivery of any  certificate or  certificates  for such
shares.

                  (b) The Company may require as a condition  to the issuance of
shares  covered by any Incentive  Option that the party  exercising  such Option
give a written  representation  to the Company which is satisfactory in form and
substance to its counsel and upon which the Company may reasonably rely, that he
or she will report to the Company any  disposition  of such shares  prior to the
expiration of the holding periods specified by Section 422(a)(1) of the Code. If
and to the extent that the  realization of income in such a disposition  imposes
upon the Company federal, state, local or other withholding tax requirements, or
any such  withholding  is  required  to  secure  for the  Company  an  otherwise
available  tax  deduction,  the Company shall have the right to require that the
recipient   remit  to  the  Company  an  amount   sufficient  to  satisfy  those
requirements;  and the Company may  require as a  condition  to the  issuance of
shares covered by an Incentive Option that the party exercising such option give
a satisfactory written representation promising to make such a remittance.

         15.  Termination  of  Association  with the Company.  If the Optionee's
employment or consulting  relationship  with the Company is terminated,  whether
voluntarily or otherwise, the Option, to the extent the Option is exercisable on
the date of  termination,  may be exercised by the Optionee,  but only within 90
days after he or she ceases to be an employee of or  consultant  to the Company,
unless terminated earlier by its terms.  Notwithstanding  the foregoing,  in the
event that the  applicable  Option  Agreement  with  respect to an Option  shall
contain specific provisions governing the effect that any such termination shall
have on the  exercisability  of  such  Option,  such  provisions  in the  Option
Agreement shall, to the extent that they are inconsistent with the provisions of
this Section 15,  control and deem to supersede  the  provisions of this Section
15. For purposes of this Section 15,  military or sick leave shall not be deemed
a termination of employment,  provided that it does not exceed the longer of 120
days or the period during which the absent  Optionee's  reemployment  rights, if
any, are guaranteed by statute or by contract.

         16.  Transferability  of  Options.   Incentive  Options  shall  not  be
transferable,  otherwise  than by will or the laws of descent and  distribution,
and may be  exercised  during  the life of the  Optionee  only by the  Optionee.
Nonstatutory  Options shall not be  transferable,  otherwise than by will or the
laws of descent and  distribution,  and may be exercised  during the life of the
Optionee only by the Optionee;  provided, however, that Nonstatutory Options may
be transferred to a third party if and to the extent authorized and permitted by
the  Committee,  whereupon any such third party may exercise  such  Nonstatutory
Option,  at any time and from time to time  thereafter,  subject to and upon the
terms and conditions set forth in this Plan and the Option Agreement relating to
such  Nonstatutory  Option.  In granting its authorization and permission to any
proposed  transfer of a Nonstatutory  Option to a third party, the Committee may
impose  conditions or  requirements  that must be satisfied by the transferor or
the  third  party  transferee  prior



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to or in connection  with such  transfer,  including,  without  limitation,  any
conditions or requirements  that may be necessary or desirable,  in the sole and
absolute  discretion of the  Committee,  to ensure that such  proposed  transfer
complies  with  applicable  securities  laws or to  prevent  the  Company,  such
transferor or such third party  transferee from violating or otherwise not being
in compliance with applicable securities laws as a result of such transfer.  For
purposes  of this  Section 16, the term  Nonstatutory  Option  shall  include an
Option  that,  was an Incentive  Option at the time of grant,  but that has been
subsequently  been  disqualified  or  otherwise  lost its status as an Incentive
Option.

         17. Adjustment of Number and Kind of Option Shares. In the event of any
stock dividend  payable in Stock or any split-up or contraction in the number of
shares of Stock after the date of an Option  Agreement and prior to the exercise
in full of the Option,  the;  number of shares subject to such Option  Agreement
and the  price  to be paid  for  each  share  subject  to the  Option  shall  be
proportionately  adjusted.  In  the  event  of any  reclassification,  exchange,
conversion  or  change  of  outstanding  shares  of  stock,  or in  case  of any
consolidation or merger of the Company with or into another company,  or in case
of any sale or  conveyance  to another  company or entity of the property of the
Company  as a whole  or  substantially  as a  whole,  shares  of  stock or other
securities  equivalent in kind and value to those shares an Optionee  would have
received if he or she had held the full number of shares of Stock subject to the
Option immediately prior to such reclassification, exchange, conversion, change,
consolidation, merger, sale or conveyance and had continued to hold those shares
(together  with all other  shares,  stock and  securities  thereafter  issued in
respect  thereof) to the time of the exercise of the Option  shall  thereupon be
subject to the Option.  Upon  dissolution  or  liquidation  of the Company,  the
Option  shall  terminate,  but the  Optionee (if at the time in the employ of or
retained as a consultant to the Company or any of its  subsidiaries)  shall have
the right, immediately prior to such dissolution or liquidation, to exercise the
Option to the extent exercisable on the date of such dissolution or liquidation.
No fraction of a share shall be purchasable or deliverable upon exercise, but in
the event any adjustment hereunder of the number of shares covered by the Option
shall cause such number to include a fraction of a share,  such number of shares
shall be adjusted to the nearest smaller whole number of shares. In the event of
changes  in the  outstanding  Stock by reason of any stock  dividend,  split-up,
contraction,  reclassification,  or change of outstanding shares of Stock of the
nature  contemplated by this Section 17, the number of shares of Stock available
for the  purpose  of the Plan as  stated in  Section 4 shall be  correspondingly
adjusted.

         18.  Reservation  of Stock.  The Company  shall at all times during the
term of each Option reserve or otherwise keep available such number of shares of
Stock as will be  sufficient to satisfy the  requirements  of the Plan and shall
pay all fees and  expenses  necessarily  incurred by the  Company in  connection
therewith.

         19.  Limitation  of Rights in Stock;  No  Special  Employment  or Other
Rights.  The Optionee shall not be deemed for any purpose to be a stockholder of
the  Company  with  respect to any of the shares of Stock  covered by an Option,
except to the extent that such Option  shall have been  exercised  with  respect
thereto  and, in addition,  a  certificate  shall have been issued  therefor and
delivered  to the  Optionee  or his  agent.  Any Stock  issued  pursuant  to the
exercise of any Option  shall be subject to all  restrictions  upon the



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transfer  thereof which may be now or hereafter  imposed by the  Certificate  of
Incorporation,  the By-laws of the Company, or the Stock Restriction Agreements.
Nothing  contained  in the Plan or in any Option  shall confer upon any Optionee
any right with respect to the  continuation  of his or her  employment  with, or
retention as a consultant by, the Company (or any  subsidiary),  or interfere in
any way with the right of the Company (or any subsidiary),  subject to the terms
of any  separate  employment  or  consulting  agreement  or  provision of law or
corporate  articles or by-laws to the  contrary,  at any time to terminate  such
employment or consulting  agreement or to Increase or decrease the  compensation
of the  Optionee  from the  rate in  existence  at the  time of the  grant of an
Option.

         20.  Termination  and Amendment of the Plan.  The Board may at any time
terminate  the Plan or make  such  modifications  of the  Plan as it shall  deem
advisable.  No termination or amendment of the Plan may,  without the consent of
the Optionee to whom any Option shall  theretofore have been granted,  adversely
affect the rights of such Optionee under such Option.

         21. Notices and Other Communications.  Any notice,  demand,  request or
other  communication  hereunder to any party shall be deemed to be sufficient if
contained  in a  written  instrument  delivered  in person or duly sent by first
class,  registered,  certified or overnight mail, postage prepaid, or telecopied
with a  confirmation  copy by regular,  certified  or  overnight  mail,  postage
prepaid,  or  sent by  electronic  mail  with a  confirmation  copy by  regular,
certified  or overnight  mail,  postage  prepaid,  to such party at the address,
telecopier number or email address,  as the case may be, set forth below or such
other address,  telecopier  number or email address,  as the case may be, as may
hereafter be designated in writing by the addressee to the addressor listing all
parties:

                           (i) if to the Company, to:

                           Avid Sports, Inc.
                           55 Technology Drive
                           Lowell, MA 01851
                           Attention: Mark J. Zarrow, Vice President
                           Facsimile: (978) 275-0202
                           email: mzarrow@avidsports.com

                           with a copy to:

                           Bingham Dana LLP
                           150 Federal Street
                           Boston, MA 02110
                           Attention: Julio E. Vega, Esq.
                           Facsimile: (617) 951-8736
                           email: vegaje@bingham.com

                           (ii) If to any Optionee,  to the address,  telecopier
number,  or email  address  thereof as set forth in the books and records of the
Company.



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         All such notices,  requests and other communications shall be deemed to
have been received:  (i) in the case of personal  delivery,  on the date of such
delivery;  (ii)in the case of mail other than  overnight  mail, on the third day
following  deposit into the mall;  (iii) in the case of overnight  mall,  on the
next  day  following  deposit  into  the  mail;  (iv)in  the  case of  facsimile
transmission, when confirmed by facsimile machine report; and (v) in the case of
electronic mail, upon receipt of an electronic message confirming delivery.