GATEWAY DATA SCIENCES CORPORATION
                          EMPLOYEE STOCK PURCHASE PLAN
                      (as amended through December 6, 1996)

                                    ARTICLE I
                                     PURPOSE

                  1.1  Name.  This  Stock  Purchase  Plan  shall be known as the
Employee Stock Purchase Plan (the "Plan") and is dated as of February 15, 1996.

                  1.2 Purpose.  The Plan is intended to provide a method whereby
employees of Gateway Data  Sciences  Corporation,  an Arizona  corporation  (the
"Company"), and one or more of its Corporate Affiliates will have an opportunity
to acquire a proprietary  interest in the Company through the purchase of shares
of the Common Stock of the Company.

                  1.3 Qualification.  It is the intention of the Company to have
the Plan qualify as an "employee  stock  purchase plan" under section 423 of the
Internal  Revenue Code of 1986, as amended (the "Code").  The  provisions of the
Plan  shall be  construed  so as to extend and limit  participation  in a manner
consistent with the requirements of that section of the Code.

                  1.4 Definitions.  Capitalized terms used in this Agreement are
defined in Article X.

                                   ARTICLE II
                                 ADMINISTRATION

                  The Plan  shall be  administered  by a  committee  (the  "Plan
Administrator")  comprised of two or more  non-employee  Board members appointed
from time to time by the Board. The Plan Administrator shall have full authority
to  administer  the Plan,  including  authority  to  interpret  and construe any
provision of the Plan and to adopt such rules and regulations for  administering
the Plan as it may deem  necessary in order to comply with the  requirements  of
Section 423 of the Code.  Decisions of the Plan Administrator shall be final and
binding on all parties who have an interest in the Plan.  The Board of Directors
may from time to time appoint members of the Committee in substitution for or in
addition to members previously appointed and may fill vacancies, however caused,
in the  Committee.  The  Committee may select one of its members as its Chairman
and shall hold its meetings at such times and places as it shall deem  advisable
and may hold telephonic  meetings.  A majority of its members shall constitute a
quorum.  All  determinations of the Committee shall be made by a majority of its
members.  The  Committee  may correct any defect or  omission or  reconcile  any
inconsistency  in the  Plan,  in the  manner  and to the  extent  it shall  deem
desirable.  Any  decision  or  determination  reduced to writing and signed by a
majority of the members of the  Committee  shall be as fully  effective as if it
had been  made by a  majority  vote at a  meeting  duly  called  and  held.  The
Committee may appoint a secretary and shall make such rules and  regulations for
the conduct of its business as it shall deem advisable.
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                                   ARTICLE III
                                OFFERING PERIODS

                  3.1  General.  Shares of Common  Stock  shall be  offered  for
purchase under the Plan through a series of successive  offering  periods (each,
an  "Offering  Period"),  each  to be of a  duration  of 24  months  or  less as
designated by the Plan Administrator  prior to the start date until such time as
(a) the maximum  number of shares of Common Stock  available for issuance  under
the Plan  shall  have been  purchased  or (b) the Plan  shall  have been  sooner
terminated in accordance  with Article VIII. The initial  Offering  Period shall
commence upon that date specified by the Board,  which date must occur after the
first date that any equity  security of the  Company  becomes  registered  under
Section 12 of the Securities  Exchange Act of 1934. After the termination of the
initial  Offering  Period,   successive   Offering  Periods  shall  commence  as
designated by the Plan Administrator.

                  3.2 Shareholder  Approval.  Under no  circumstances  shall any
Offering Period commence under the Plan, nor shall any shares of Common Stock be
issued  hereunder,  until such time as (a) the Plan shall have been  approved by
the  Company's  shareholders  and (b) the Company  shall have  complied with all
applicable  requirements  of  the  Securities  Act of  1933  (as  amended),  all
applicable listing  requirements of any securities exchange or trading market on
which shares of the Common Stock are listed and all other  applicable  statutory
and regulatory requirements.

                  3.3  Purchase  Rights.  Each  Participant  shall be  granted a
separate  purchase right for each Offering Period in which he/she  participates.
The purchase  right shall be granted on the Entry Date on which such  individual
first  joins  the  Offering  Period  in  effect  under  the  Plan  and  shall be
automatically  exercised  in  successive  semi-annual  installments  on the last
business day of December and June of each year. Accordingly, each purchase right
may be exercised up to two times each calendar year it remains outstanding.

                  3.4 No Obligation for Successive  Period.  The  acquisition of
Common Stock  pursuant to this Plan for any Offering  Period shall neither limit
nor require the acquisition of Common Stock by the Participant in any subsequent
Offering Period.

                                   ARTICLE IV
                          ELIGIBILITY AND PARTICIPATION

                  4.1  Employee   Eligibility.   Each  Eligible  Employee  of  a
Participating Company shall be eligible to participate in the Plan in accordance
with the following provisions:

                           (a)  Eligible  Employee  with 30 Days of  Service  on
Start Date. An individual  who is an Eligible  Employee with at least 30 days of
Service  prior to the Start Date of the Offering  Period may enter that Offering
Period on such Start Date,  provided he/she enrolls in the Offering Period on or
before such date in accordance with Section 4.2 below.
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That Start Date shall then become such individual's  Entry Date for the Offering
Period, and on that date such individual shall be granted his/her purchase right
for the  Offering  Period.  Should  any such  Eligible  Employee  not  enter the
Offering  Period on the Start Date, then he/she may not  subsequently  join that
particular Offering Period on any later date.

                           (b) Eligible  Employee  without 30 Days of Service on
Start Date. An individual who is an Eligible  Employee with less than 30 days of
Service on the Start Date of any  Offering  Period may  subsequently  enter that
Offering  Period  on the  first  Semi-Annual  Entry  Date on which  he/she is an
Eligible  Employee  with at least thirty (30) days of Service,  provided  he/she
enrolls  in the  Offering  Period on or before  such  Semi-Annual  Entry Date in
accordance with Section 4.2 below. That Semi-Annual Entry Date shall then become
such  individual's  Entry Date for the  Offering  Period,  and on that date such
individual  shall be granted  his/her  purchase  right for the Offering  Period.
Should  such an Eligible  Employee  not enter the  Offering  Period on the first
Semi-Annual  Entry Date on which he/she is eligible to join the Offering Period,
then he/she may not  subsequently  join that  particular  Offering Period on any
later date.

                  4.2  Enrollment.  To  participate  for a  particular  Offering
Period,  the Eligible  Employee must complete the enrollment forms prescribed by
the Plan  Administrator  (including a purchase agreement and a payroll deduction
authorization)  and  file  such  forms  with  the  Plan  Administrator  (or  its
designate) on or before his/her scheduled Entry Date.

                  4.3 Payroll Deduction Amount. The payroll deduction authorized
by the  Participant  for purposes of acquiring  shares of Common Stock under the
Plan may be any multiple of one percent of the Earnings paid to the  Participant
during each Semi-Annual  Period of Participation  within the Offering Period, up
to a maximum of 10 percent.  The deduction rate so authorized  shall continue in
effect for the remainder of the Offering Period,  except to the extent such rate
is changed in accordance with the following guidelines:

                           (a) Reductions During Period. Any Participant may, at
any time during a Semi-Annual  Period of  Participation,  reduce his/her rate of
payroll  deduction.  Such reduction  shall become  effective as soon as possible
after filing of the requisite reduction form with the Plan Administrator (or its
designate),  but the  Participant  may not effect  more than one such  reduction
during the same Semi-Annual Period of Participation.

                           (b)  Increases/Decreases  for Subsequent Periods. Any
Participant  may, prior to the  commencement  of any new  Semi-Annual  Period of
Participation  within the  Offering  Period,  increase or  decrease  the rate of
his/her  payroll  deduction  by  filing  the  appropriate  form  with  the  Plan
Administrator (or its designate).  The new rate shall become effective as of the
first date of the first Semi-Annual Period of Participation following the filing
of such form.
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                  4.4 Termination of Payroll Deductions. Payroll deductions will
automatically cease upon the termination of the Participant's  purchase right in
accordance with the applicable provisions of Article VI below.

                                    ARTICLE V
                              STOCK SUBJECT TO PLAN

                  5.1 Shares  Available.  The Common Stock purchasable under the
Plan  shall,  solely  in the  discretion  of the  Plan  Administrator,  be  made
available  from either  authorized  but unissued  shares of Common Stock or from
shares of Common Stock  reacquired  by the Company,  including  shares of Common
Stock  purchased  on the open  market.  The total  number of shares which may be
issued  over the term of the Plan shall not exceed  200,000  shares  (subject to
adjustment under Section 5.2 below).

                  5.2  Adjustments.  In the  event  any  change  is  made to the
outstanding  Common  Stock  by  reason  of  any  stock  dividend,  stock  split,
combination of shares or other change affecting such outstanding Common Stock as
a class without the Company's receipt of consideration,  appropriate adjustments
shall be made by the Plan  Administrator  to (a) the class and maximum number of
securities  issuable over the term of the Plan, (b) the class and maximum number
of securities  purchasable per Participant  during any one Semi-Annual Period of
Participation,  and (c) the class and  number  of  securities  and the price per
share in effect  under each  purchase  right at the time  outstanding  under the
Plan. Such adjustments shall be designed to preclude the dilution or enlargement
of rights and benefits under the Plan.

                                   ARTICLE VI
                                 PURCHASE RIGHTS

                  6.1 Purchase Right. An Eligible  Employee who  participates in
the Plan for a  particular  Offering  Period  shall  have the right to  purchase
shares  of Common  Stock,  in a series of  successive  semi-annual  installments
during such Offering  Period,  upon the terms and conditions set forth below and
shall execute a purchase agreement  embodying such terms and conditions and such
other provisions (not inconsistent with the Plan) as the Plan  Administrator may
deem advisable.

                  6.2 Purchase Price.  Common Stock shall be issuable at the end
of each  SemiAnnual  Period of  Participation  within the  Offering  Period at a
purchase price equal to 85 percent of the lower of (a) the fair market value per
share on the Participant's  Entry Date into that Offering Period or (b) the fair
market  value  per  share  on  the  Semi-Annual  Purchase  Date  on  which  such
Semi-Annual Period of Participation  ends.  However,  for each Participant whose
Entry Date is other than the Start Date of the Offering  Period,  the clause (a)
amount  shall in no event be less than the fair market value of the Common Stock
on the Start Date of that Offering Period.
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                  6.3 Calculation of Fair Market Value of Common Stock. The fair
market value of a share of Common Stock on any relevant date shall be determined
in accordance with the following provisions:

                           (a) If the Common  Stock is not at the time listed or
admitted to trading on any stock exchange but is traded in the  over-the-counter
market,  the fair  market  value  shall be the mean  between the highest bid and
lowest asked prices (or, if such  information is available,  the closing selling
price) per share of Common Stock on the date in question in the over-the-counter
market,  as such prices are reported by the National  Association  of Securities
Dealers  through  its Nasdaq  system or any  successor  system.  If there are no
reported bid and asked prices (or closing selling price) for the Common Stock on
the date in  question,  then the mean  between  the highest bid price and lowest
asked price (or the closing  selling price) on the last preceding date for which
such quotations exist shall be determinative of fair market value.

                           (b) If the  Common  Stock  is at the time  listed  or
admitted to trading on any stock  exchange,  then the fair market value shall be
the closing  selling  price per share of Common Stock on the date in question on
the stock  exchange  determined  by the Board to be the  primary  market for the
Common  Stock,  as such  price is  officially  quoted in the  composite  tape of
transactions  on such exchange.  If there is no reported sale of Common Stock on
such  exchange on the date in question,  then the fair market value shall be the
closing  selling price on the exchange on the last preceding date for which such
quotation exists.

                           (c) If the Common Stock at the time is neither listed
nor admitted to trading on any stock exchange nor traded in the over-the-counter
market, then the fair market value shall be determined by the Board after taking
into account such factors as the Board shall deem appropriate,  including one or
more independent professional appraisals.

                  6.4  Number  of  Purchasable  Shares.  The  number  of  shares
purchasable per Participant for each Semi-Annual Period of Participation  during
the Offering Period shall be the number of whole shares obtained by dividing the
amount  collected from the Participant  through payroll  deductions  during that
Semi-Annual  Period of  Participation  by the purchase  price in effect for such
period.  Under no circumstances  shall purchase rights be granted under the Plan
to any Eligible Employee if such individual would,  immediately after the grant,
own (within the meaning of Code Section 424(d)) or hold  outstanding  options or
other rights to  purchase,  stock  possessing  five percent or more of the total
combined  voting power or value of all classes of stock of the Company or any of
its Corporate Affiliates.

                  6.5 Payment.  Payment for the Common Stock purchased under the
Plan  shall  be  effected  by  means  of the  Participant's  authorized  payroll
deductions.  Such  deductions  shall  begin with the first full  payroll  period
beginning with or immediately  following the  Participant's  Entry Date into the
Offering Period and shall (unless sooner terminated by the Participant) continue
through  the pay day  ending  with or  immediately  prior to the last day of the
Offering Period. The amounts so collected shall be credited to the Participant's
book account under the
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Plan, but no interest shall be paid on the balance from time to time outstanding
in such account. The amounts collected from a Participant may be commingled with
the  general  assets  of the  Company  and may be  used  for  general  corporate
purposes.

                  6.6  Termination of Purchase Right.  The following  provisions
shall govern the termination of outstanding purchase rights:

                           (a) A Participant  may, at any time prior to the last
five business days of the Semi-Annual Period of Participation, terminate his/her
outstanding purchase right under the Plan by filing the prescribed  notification
form  with  the  Plan  Administrator  (or its  designate).  No  further  payroll
deductions  shall  be  collected  from  the  Participant  with  respect  to  the
terminated  purchase  right,  and  any  payroll  deductions  collected  for  the
Semi-Annual  Period of Participation in which such termination  occurs shall, at
the Participant's  election, be immediately refunded or held for the purchase of
shares on the Semi-Annual Purchase Date immediately  following such termination.
If no such  election  is made,  then such  funds  shall be  refunded  as soon as
possible after the close of such Semi-Annual Period of Participation.

                           (b) Any Participant may, at any time prior to the end
of any Semi-  Annual  Period of  Participation,  terminate  his/her  outstanding
purchase  right  under  the  Plan  for  the  following   Semi-Annual  Period  of
Participation  by  filing  the  prescribed   notification  form  with  the  Plan
Administrator (or its designate).

                           (c)  The  termination  by a  Participant  of  his/her
purchase rights under either Section 6.6(a) or (b) shall be irrevocable, and the
Participant  may not  subsequently  rejoin  the  Offering  Period  for which the
terminated purchase right was granted.  In order to resume  participation in any
subsequent  Offering  Period,  such  individual  must  re-enroll in the Plan (by
making a  timely  filing  of a new  purchase  agreement  and  payroll  deduction
authorization)  on or before the date  he/she is first  eligible to join the new
Offering Period.

                           (d) If the  Participant  ceases to remain an Eligible
Employee while his/her  purchase right remains  outstanding,  then such purchase
right shall immediately  terminate,  and the payroll  deductions  collected from
such  Participant  for the  Semi-Annual  Period  of  Participation  in which the
purchase  right so  terminates  shall be promptly  refunded to the  Participant.
However,  in the event the  Participant's  cessation of Eligible Employee status
occurs by reason of his/her death or permanent disability,  then such individual
(or the personal  representative of the estate of a deceased  Participant) shall
have the following election, exercisable until the end of the Semi-Annual Period
of Participation in which such cessation of Eligible Employee status occurs:

                                    (i) to  withdraw  all  of the  Participant's
payroll deductions for such Semi-Annual Period of Participation, or
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                                    (ii)  to  have  such   funds  held  for  the
purchase of shares on the Semi-Annual  Purchase Date immediately  following such
cessation of Eligible Employee status.

If no such  election  is made,  then such  funds  shall be  refunded  as soon as
possible  after the close of such  Semi-Annual  Period of  Participation.  In no
event,  however,  may any payroll deductions be made on the Participant's behalf
following his/her cessation of Eligible Employee status.

                  6.7 Stock Purchase. Shares of Common Stock shall automatically
be  purchased  on behalf of each  Participant  (other  than  Participants  whose
payroll  deductions  have  previously  been  refunded  in  accordance  with  the
Termination of Purchase Right  provisions  above) on each  Semi-Annual  Purchase
Date.  The purchase  shall be effected by applying  each  Participant's  payroll
deductions  for  the  Semi-Annual   Period  of  Participation   ending  on  such
Semi-Annual  Purchase  Date  (together  with any carryover  deductions  from the
preceding SemiAnnual Period of Participation) to the purchase of whole shares of
Common Stock  (subject to the  limitation on the maximum  number of  purchasable
shares set forth  above) at the  purchase  price in effect for such  Semi-Annual
Period of  Participation.  Any payroll  deductions  not applied to such purchase
because they are not  sufficient to purchase a whole share shall be held for the
purchase  of  Common  Stock in the next  Semi-Annual  Period  of  Participation.
However,  any payroll  deductions not applied to the purchase of Common Stock by
reason of the  limitation  on the maximum  number of shares  purchasable  by the
Participant  for the  Semi-Annual  Period  of  Participation  shall be  promptly
refunded to the Participant.

                  6.8 Proration of Purchase  Rights.  Should the total number of
shares of  Common  Stock  which  are to be  purchased  pursuant  to  outstanding
purchase  rights on any  particular  date  exceed  the  number  of  shares  then
available for issuance under the Plan, the Plan  Administrator  shall make a pro
rata  allocation  of the  available  shares on a uniform  and  nondiscriminatory
basis, and the payroll  deductions of each Participant,  to the extent in excess
of the aggregate  purchase price payable for the Common Stock  pro-rated to such
individual, shall be refunded to such Participant.

                  6.9  Rights  as  Shareholder.  A  Participant  shall  have  no
shareholder  rights with  respect to the shares  subject to his/her  outstanding
purchase  right until the shares are  actually  purchased  on the  Participant's
behalf in accordance with the applicable  provisions of the Plan. No adjustments
shall be made for dividends,  distributions or other rights for which the record
date is prior to the date of such purchase.  A Participant  shall be entitled to
receive,  as soon as practicable  after each Semi-Annual  Purchase Date, a stock
certificate for the number of shares purchased on the Participant's behalf. Such
certificate may, upon the Participant's  request,  be issued in the names of the
Participant  and his/her  spouse as community  property or as joint tenants with
right of survivorship.  Alternatively,  the Participant may request the issuance
of such  certificate  in "street  name" for  immediate  deposit in a  designated
brokerage account.
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                  6.10  Assignability.  No purchase right granted under the Plan
shall be assignable or transferable by the Participant  other than by will or by
the laws of descent and  distribution  following the  Participant's  death,  and
during the  Participant's  lifetime the purchase right shall be exercisable only
by the Participant.

                  6.11 Change in Ownership. Should a Corporate Transaction occur
during the Offering Period, then all outstanding  purchase rights under the Plan
shall automatically be exercised immediately prior to the effective date of such
Corporate Transaction by applying the payroll deductions of each Participant for
the  Semi-Annual  Period of  Participation  in which such Corporate  Transaction
occurs to the  purchase  of whole  shares of Common  Stock at 85  percent of the
lower of (i) the fair  market  value of the  Common  Stock on the  Participant's
Entry Date into the Offering Period in which such Corporate  Transaction  occurs
or (ii) the fair  market  value of the  Common  Stock  immediately  prior to the
effective  date of such Corporate  Transaction.  However,  the applicable  share
limitations of Articles VI and VII shall continue to apply to any such purchase,
and the clause (i) amount above shall not, for any Participant  whose Entry Date
for the Offering Period is other than the Start Date of that Offering Period, be
less than the fair market value of the Common Stock on such Start Date.

                  6.12 Notice. The Company shall use its best efforts to provide
at least 10 days  advance  written  notice of the  occurrence  of any  Corporate
Transaction,  and Participants shall, following the receipt of such notice, have
the right to terminate their outstanding  purchase rights in accordance with the
applicable provisions of this Article VI.

                                   ARTICLE VII
                           LIMITATION ON PARTICIPATION

                  7.1 General. No Participant shall be entitled to accrue rights
to acquire Common Stock pursuant to any purchase  right  outstanding  under this
Plan if and to the  extent  such  accrual,  when  aggregated  with (a) rights to
purchase Common Stock accrued under any other purchase right  outstanding  under
this Plan and (b) similar  rights  accrued under other  employee  stock purchase
plans  (within  the  meaning of Section  423 of the Code) of the  Company or its
Corporate  Affiliates,  would otherwise permit such Participant to purchase more
than  $25,000  worth  of  stock  of  the  Company  or  any  Corporate  Affiliate
(determined  on the basis of the fair market  value of such stock on the date or
dates such rights are  granted  the  Participant)  for each  calendar  year such
rights are at any time outstanding.

                  7.2 Accrual of Rights. For purposes of applying the limitation
set forth in Section  7.1, the right to acquire  Common  Stock  pursuant to each
purchase right outstanding under the Plan shall accrue as follows:

                           (a) The right to acquire Common Stock under each such
purchase right shall accrue in a series of successive  semi-annual  installments
as and when the purchase right
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first becomes  exercisable for each such installment on the last business day of
each  Semi-Annual   Period  of   Participation   for  which  the  right  remains
outstanding.

                           (b) No  right  to  acquire  Common  Stock  under  any
outstanding  purchase  right  shall  accrue to the  extent the  Participant  has
already  accrued in the same calendar year the right to acquire $25,000 worth of
Common  Stock  (determined  on the basis of the fair market value on the date or
dates of grant)  pursuant to one or more purchase rights held by the Participant
during such calendar year.

                           (c) If by reason  of such  limitation,  any  purchase
right of a Participant  does not accrue for a particular  Semi-Annual  Period of
Participation,  then the payroll  deductions  which the Participant  made during
that  Semi-Annual  Period of  Participation  with respect to such purchase right
shall be promptly refunded.

                  7.3 Priority.  In the event there is any conflict  between the
provisions  of this  Article VII and one or more  provisions  of the Plan or any
instrument  issued  thereunder,  the  provisions  of this  Article  VII shall be
controlling.

                                  ARTICLE VIII
                            AMENDMENT AND TERMINATION

                  8.1  Amendments.  The  Board  may  alter,  amend,  suspend  or
discontinue  the  Plan  following  the  close  of  any  Semi-Annual   Period  of
Participation. However, the Board may not, without the approval of the Company's
shareholders:

                           (a) materially increase the number of shares issuable
under  the Plan or the  maximum  number of shares  purchasable  per  Participant
during  any one  Semi-Annual  Period  of  Participation,  except  that  the Plan
Administrator  shall have the authority,  exercisable  without such  shareholder
approval,  to effect  adjustments to the extent  necessary to reflect changes in
the Company's capital structure pursuant to Section 6.2;

                           (b) alter the purchase  price formula so as to reduce
the purchase price payable for the shares issuable under the Plan; or

                           (c)  materially  increase  the  benefits  accruing to
Participants   under  the  Plan  or  materially   modify  the  requirements  for
eligibility to participate in the Plan.

                  8.2 Termination. The Company shall have the right, exercisable
in the sole discretion of the Plan  Administrator,  to terminate all outstanding
purchase  rights  under  the  Plan  immediately   following  the  close  of  any
Semi-Annual  Period of Participation.  Should the Company elect to exercise such
right, then the Plan shall terminate in its entirety. No further purchase rights
shall  thereafter be granted or  exercised,  and no further  payroll  deductions
shall thereafter be collected, under the Plan.
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                                   ARTICLE IX
                               GENERAL PROVISIONS

                  9.1 Plan  Commencement.  The Plan shall  commence  upon having
been approved by the shareholders. In the event such shareholder approval is not
obtained, or such Company compliance is not affected, within 12 months after the
date on which the Plan is  adopted by the Board,  the Plan shall  terminate  and
have no further force or effect.

                  9.2 Termination.  The Plan shall terminate upon the earlier of
(a) the tenth  anniversary of the date of this Plan or (b) the date on which all
shares  available  for issuance  under the Plan shall have been sold pursuant to
purchase rights exercised under the Plan.

                  9.3   Costs.   All  costs  and   expenses   incurred   in  the
administration of the Plan shall be paid by the Company.

                  9.4 No Employment Rights. Neither the action of the Company in
establishing  the Plan,  nor any action taken under the Plan by the Board or the
Plan  Administrator,  nor any provision of the Plan itself shall be construed so
as to grant any person  the right to remain in the employ of the  Company or any
of its  Corporate  Affiliates  for any  period of  specific  duration,  and such
person's employment may be terminated at any time, with or without cause.

                  9.5  Conflict  of Laws.  The  provisions  of the Plan shall be
governed  by the laws of the State of  Arizona  without  resort to that  State's
conflict-of-laws rules.

                                    ARTICLE X
                                   DEFINITIONS

                  For  purposes of  administration  of the Plan,  the  following
terms shall have the meanings indicated:

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

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

                  "Company" means Gateway Data Sciences Corporation,  an Arizona
corporation,  and any  corporate  successor to all or  substantially  all of the
assets or voting  stock of Gateway  Data  Sciences  Corporation  which  shall by
appropriate action adopt the Plan.

                  "Common Stock" means shares of the Company's common stock, par
value $0.01 per share.
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<PAGE>
                  "Corporate   Affiliate"   means  any   parent  or   subsidiary
corporation of the Company (as  determined in accordance  with Code Section 424)
which is incorporated  in the United States,  including any parent or subsidiary
corporation which becomes such after the Effective Date.

                  "Corporate Transaction" means

                           (a) a merger  or other  reorganization  in which  the
Company  will not be the  surviving  corporation  (other  than a  reorganization
effected primarily to change the State in which the company is incorporated),

                           (b) a  sale  of  all  or  substantially  all  of  the
Company's assets in liquidation or dissolution of the Company, or

                           (c) a  reverse  merger in which  the  Company  is the
surviving  corporation  but in  which  more  than 50  percent  of the  Company's
outstanding  voting stock is transferred  to a person or persons  different from
those who held the stock immediately prior to such merger.

                  "Earnings"   means   the  sum  of  the   following   items  of
compensation paid to a Participant by one or more Participating Companies during
such  individual's  period of participation in the Plan: (a) regular base salary
or   earnings,   plus  (b)  all   overtime   payments,   bonuses,   commissions,
profit-sharing  distributions and other  incentive-type  payments.  There shall,
however,  be  excluded  from  the  calculation  of  such  Earnings  any  and all
contributions (other than Code Section 401(k) or Code Section 125 contributions)
made  on the  Participant's  behalf  by the  Company  or one or  more  Corporate
Affiliates  under  any  employee  benefit  or  welfare  plan  now  or  hereafter
established.

                  "Effective  Date" means the first day of the initial  Offering
Period  which shall  commence  upon that date  specified  by the Board and which
occurs  after the first date that any equity  security  of the  Company  becomes
registered under Section 12 of the Securities Exchange Act of 1934. However, for
any Corporate Affiliate which becomes a Participating  Company in the Plan after
the first day of the initial Offering Period, a subsequent  Effective Date shall
be designated with respect to participation by its Eligible Employees.

                  "Eligible  Employee"  means any  person who is  engaged,  on a
regularly-scheduled  basis of more  than 20 hours  per week for more  than  five
months per calendar  year, in the rendition of personal  services to the Company
or any other  Participating  Company for earnings considered wages under Section
3121(a) of the Code.

                  "Entry Date" means the date an Eligible  Employee  first joins
the Offering  Period in effect under the Plan. The earliest Entry Date under the
Plan shall be the Effective Date.

                  "Offering  Period" means the designated period as specified in
Section 3.1 hereof.
                                       11
<PAGE>
                  "Participant"  means any Eligible  Employee of a Participating
Company who is actively participating in the Plan.

                  "Participating  Company"  means  the  Company,  all  Corporate
Affiliates  listed in  Schedule A  attached  hereto,  and such  other  Corporate
Affiliates as may be designated from time to time by the Board upon its decision
to extend the benefits of the Plan to its Eligible Employees.

                  "Semi-Annual  Entry  Date"  means  the first  business  day of
January and July each  calendar  year within an Offering  Period in effect under
the Plan.

                  "Semi-Annual  Period of Participation"  means each semi-annual
period for which the Participant actually  participates in an Offering Period in
effect under the Plan. There shall be a maximum of four  semi-annual  periods of
participation within each Offering Period. Except as otherwise designated by the
Plan Administrator,  each semi-annual period shall be six months (except for the
initial Offering Period, which may be less than six months) and shall end on the
last business day of December and June, respectively.

                  "Semi-Annual  Purchase  Date" means the last  business  day of
December and June each year on which  shares of Common  Stock are  automatically
purchased for Participants under the Plan.

                  "Service" means the period during which an individual performs
services as an  Eligible  Employee  and shall be  measured  from his or her hire
date, whether that date is before or after the Effective Date of the Plan.

                  "Start Date" shall mean the first date of any Offering Period.


                                        Gateway Data Sciences Corporation



                                        By:       /s/ Michael M. Gordon
                                                  ------------------------------
                                        Name:     Michael M. Gordon
                                                  ------------------------------
                                        Its:      President
                                                  ------------------------------


ATTESTED BY:

/s/ Matthew J. Gordan
-------------------------------
Secretary
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