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                                                                     EXHIBIT 4.7

                            eSHARE TECHNOLOGIES, INC.
                 STOCK OPTION AND RESTRICTED STOCK PURCHASE PLAN

EXPLANATORY NOTE:

     On October 23, 2001, divine, inc., a Delaware corporation ("divine"),
acquired eshare communications, Inc., a Georgia corporation ("eshare") in a
stock-for-stock merger with eshare surviving as a wholly owned subsidiary of
divine (the "MERGER"). In connection with the Merger, each share of common
stock, no par value per share, of eshare has been converted into the right to
receive 3.12 shares of divine Class A common stock. Each outstanding option to
purchase shares of eshare common stock with an exercise price that, when divided
by 3.12, was greater than $0.56, being the closing sale price of divine Class A
common stock on the trading day immediately prior to the effective time of the
merger, was terminated. Each outstanding eshare option with an exercise price
that, when divided by 3.12, was less than or equal to $0.56, became exercisable,
at an exercise price equal to the exercise price of the eshare option divided by
3.12, for a number of shares of divine Class A common stock determined by
multiplying the number of shares of eshare common stock subject to such eshare
option by 3.12.

     Other than as set forth in the paragraph above, the rights and obligations
of each holder of eshare options granted pursuant to this Plan remain in full
force and effect.

     SECTION 1.    PURPOSE. The purpose of the eShare Technologies, Inc. Stock
Option and Restricted Stock Purchase Plan (the "PLAN") is to promote the
interests of divine, inc., a Delaware corporation (the "COMPANY"), and any
Subsidiary thereof and the interests of the Company's stockholders by providing
an opportunity to selected employees, officers and directors of the Company or
any subsidiary thereof as of the date of the adoption of the Plan or at any time
thereafter to purchase Common Stock of the Company. By encouraging such stock
ownership, the Company seeks to attract, retain and motivate such employees and
other persons and to encourage such employees and other persons to devote their
best efforts to the business and financial success of the Company. It is
intended that this purpose will be effected by the granting of "non-qualified
stock options" and/or "incentive stock options" to acquire the Common Stock of
the Company and/or by the granting of rights to purchase the Common Stock of the
Company on a "restricted stock" basis. Under the Plan, the Compensation
Committee shall have the authority (in its sole discretion) to grant "incentive
stock options" within the meaning of Section 422(b) of the Code, "non-qualified
stock options" as described in Treasury Regulation Section 1.83-7 or any
successor regulation thereto, or "restricted stock" awards.

     SECTION 2.    DEFINITIONS. For purposes of the Plan, the following terms
used herein shall have the following meanings, unless a different meaning is
clearly required by the context:

     (a)    "AWARD" shall mean an award of the right to purchase Common Stock
granted under the provisions of Section 7 of the Plan.

     (b)    "BOARD OF DIRECTORS" shall mean the Board of Directors of the
Company.

     (c)    "CODE" shall mean the Internal Revenue Code of 1986, as amended.

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     (d)    "COMPENSATION COMMITTEE" shall mean the Compensation Committee of
the Board of Directors referred to in Section 5 hereof; provided, that if no
such committee is appointed by the Board of Directors, the Board of Directors
shall have all of the authority and obligations of the Compensation Committee
under the Plan.

     (e)    "COMMON STOCK" shall mean the Class A common stock, $.001 par value,
of the Company.

     (f)    "EMPLOYEE" shall mean (i) with respect to an ISO, any person,
including, without limitation, an officer or director of the Company, who, at
the time an ISO is granted to such person hereunder, is employed on a full-time
basis by the Company or any Parent or Subsidiary of the Company, and (ii) with
respect to a Non-Qualified Option and/or an Award, any person employed by, or
performing services for, the Company or any Parent or Subsidiary of the Company,
including, without limitation, directors and officers.

     (g)    "ISO" shall mean an Option granted to a Participant pursuant to the
Plan that constitutes and shall be treated as an "incentive stock option" as
defined in Section 422(b) of the Code.

     (h)    "NON-QUALIFIED OPTION" shall mean an Option granted to a Participant
pursuant to the Plan that is intended to be, and qualifies as, a "non-qualified
stock option" as described in Treasury Regulation Section 1.83-7 or any
successor regulation thereto and that shall not constitute or be treated as an
ISO.

     (i)    "OPTION" shall mean any ISO or Non-Qualified Option granted to an
Employee pursuant to the Plan.

     (j)    "PARTICIPANT" shall mean any Employee to whom an Award and/or an
Option is granted under the Plan.

     (k)    "PARENT" of the Company shall have the meaning set forth in Section
424(e) of the Code.

     (l)    "SUBSIDIARY" of the Company shall have the meaning set forth in
Section 424(f) of the Code.

     SECTION 3.    ELIGIBILITY. Awards and/or Options may be granted to any
Employee. The Compensation Committee shall have the sole authority to select the
persons to whom Awards and/or Options are to be granted hereunder, and to
determine whether a person is to be granted a Non-Qualified Option, an ISO or an
Award or any combination thereof. No person shall have any right to participate
in the Plan unless selected for participation by the Compensation Committee. Any
person selected by the Compensation Committee for participation during any one
period will not by virtue of such participation have the right to be selected as
a participant for any other period.

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     SECTION 4.    COMMON STOCK SUBJECT TO THE PLAN.

     (a)    NUMBER OF SHARES. No additional shares will be issued under this
Plan.

     (b)    REISSUANCE. The shares of Common Stock that may be subject to
Options and/or Awards granted under the Plan may be either authorized and
unissued shares or shares reacquired at any time and now or hereafter held as
treasury stock as the Compensation Committee may determine. In the event that
any outstanding Option expires or is terminated for any reason, the shares
allocable to the unexercised portion of such Option may again be subject to an
Option and/or Award granted under the Plan. If any shares of Common Stock issued
or sold pursuant to an Award or the exercise of an Option shall have been
repurchased by the Company, then such shares may again be subject to an Option
and/or Award granted under the Plan.

     (c)    SPECIAL ISO LIMITATIONS.

     1.     The aggregate fair market value (determined as of the date an ISO is
granted) of the shares of Common Stock with respect to which ISOs are
exercisable for the first time by an Employee during any calendar year (under
all incentive stock option plans of the Company or any Parent or Subsidiary of
the Company) shall not exceed $100,000.

     2.     No ISO shall be granted to an Employee who, at the time the ISO is
granted, owns (actually or constructively under the provisions of Section 424(d)
of the Code) stock possessing more than 10% of the total combined voting power
of all classes of stock of the Company or any Parent or Subsidiary of the
Company, unless (i) the option price is at least 110% of the fair market value
(determined as of the time the ISO is granted) of the shares of Common Stock
subject to the ISO and (ii) the ISO by its terms is not exercisable more than
five years from the date it is granted.

     (d)    LIMITATIONS NOT APPLICABLE TO NON-QUALIFIED OPTIONS OR AWARDS.

            Notwithstanding any other provision of the Plan, the provisions of
Sections 4.3(a) and (b) shall not apply, nor shall be construed to apply, to any
Non-Qualified Option or Award granted under the Plan.

     SECTION 5.    ADMINISTRATION OF THE PLAN.

     (a)    ADMINISTRATION. The Plan shall be administered by a committee of the
Board of Directors (the "COMPENSATION COMMITTEE") established by the Board of
Directors and consisting of no less than two persons. All members of the
Compensation Committee shall be "disinterested persons" within the meaning of
Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended
(the "EXCHANGE ACT"). The Compensation Committee shall be appointed from time to
time by, and shall serve at the pleasure of, the Board of Directors.

     (b)    GRANT OF OPTIONS/AWARDS.

     1.     OPTIONS. The Compensation Committee shall have the sole authority
and discretion under the Plan (i) to select the Employees who are to be granted
Options hereunder;

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(ii) to designate whether any Option to be granted hereunder is to be an ISO or
a Non-Qualified Option; (iii) to establish the number of shares of Common Stock
that may be subject to each Option; (iv) to determine the time and the
conditions subject to which Options may be exercised in whole or in part; (v) to
determine the amount (not less than the par value per share) and the form of the
consideration that may be used to purchase shares of Common Stock upon exercise
of any Option (including, without limitation, the circumstances under which
issued and outstanding shares of Common Stock owned by a Participant may be used
by the Participant to exercise an Option); (vi) to impose restrictions and/or
conditions with respect to shares of Common Stock acquired upon exercise of any
Option may be subject to repurchase by the Company; (vii) to determine the
circumstances and conditions subject to which shares acquired upon exercise of
an Option may be sold or otherwise transferred, including, without limitation,
the circumstances and conditions subject to which a proposed sale of shares of
Common Stock acquired upon exercise of an Option may be subject to the Company's
right of first refusal (as well as the terms and conditions of any such right of
first refusal); (viii) to establish a vesting provision for any Option relating
to the time when (or the circumstances under which) the Option may be exercised
by a Participant, including, without limitation, vesting provisions that may be
contingent upon (a) the Company's meeting specified financial goals, (b) a
change of control of the Company or (c) the occurrence of other specified
events; (ix) to accelerate the time when outstanding Options may be exercised,
PROVIDED, HOWEVER, that any ISOs shall be deemed "accelerated" within the
meaning of Section 424(h) of the Code; and (x) to establish any other terms,
restrictions and/or conditions applicable to any Option not inconsistent with
the provisions of the Plan. Notwithstanding anything in the Plan to the
contrary, in the event shall any Option granted to any director or officer of
the Company who is subject to Section 16 of the Exchange Act become exercisable,
in whole or in part, prior to the date that is six months after the date such
Option is granted to such director or officer.

     2.     AWARDS. The Compensation Committee shall have the sole authority and
discretion under the Plan (i) to select the Employees who are to be granted
Awards hereunder; (ii) to determine the amount to be paid by a Participant to
acquire shares of Common Stock pursuant to an Award, which amount may be equal
to, more than, or less than 100% of the fair market value of such shares on the
date the Award is granted (but in no event less than the par value of such
shares); (iii) to determine the time or times and the conditions subject to
which Awards may be made; (iv) to determine the time or times and the conditions
subject to which the shares of Common Stock subject to an Award are to become
vested and no longer subject to repurchase by the Company; (v) to establish
transfer restrictions and the terms and conditions on which any such transfer
restrictions with respect to shares of Common Stock acquired pursuant to an
Award shall lapse; (vi) to establish vesting provisions with respect to any
shares of Common Stock subject to an Award, including, without limitation,
vesting provisions that may be contingent upon (a) the Company's meeting
specified financial goals, (b) a change of control of the Company or (c) the
occurrence of other specified events; (vii) to determine the circumstances under
which shares of Common Stock acquired pursuant to an Award may be subject to
repurchase by the Company; (viii) to determine the circumstances and conditions
subject to which any shares of Common Stock acquired pursuant to an Award may be
sold or otherwise transferred, including, without limitation, the circumstances
and conditions subject to which a proposed sale of shares of Common Stock
acquired pursuant to an Award may be subject to the Company's right of first
refusal (as well as the terms and conditions of any such right of first
refusal); (ix) to determine the form of consideration that may be used to
purchase

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shares of Common Stock pursuant to an Award (including without limitation, the
circumstances under which issued and outstanding shares of Common Stock owned by
a Participant may be used by the Participant to purchase the Common Stock
subject to an Award); (x) to accelerate the time at which any or all
restrictions imposed with respect to any shares of Common Stock subject to an
Award will lapse; and (xi) to establish any other terms, restrictions and/or
conditions applicable to any Award not inconsistent with the provisions of the
Plan.

     (c)    INTERPRETATION. The Compensation Committee shall be authorized to
interpret the Plan and may, from time to time, adopt such rules and regulations,
not inconsistent with the provisions of the Plan, as it may deem advisable to
carry out the purposes of the Plan.

     (d)    FINALITY. The interpretation and construction by the Compensation
Committee of any provision of the Plan, any Option and/or Award granted
hereunder or any agreement evidencing any such Option and/or Award shall be
final and conclusive upon all parties.

     (e)    EXPENSES, ETC. All expenses and liabilities incurred by the
Compensation Committee in the administration of the Plan shall be borne by the
Company. The Compensation Committee may employ attorneys, consultants,
accountants or other persons in connection with the administration of the Plan.
The Company, and its officers and directors, shall be entitled to rely upon the
advice, opinions or valuations of any such persons. No member of the
Compensation Committee shall be liable for any action, determination or
interpretation taken or made in good faith with respect to the Plan or any
Option and/or Award granted hereunder.

     SECTION 6.    TERMS AND CONDITIONS OF OPTIONS.

     (a)    ISOs. The terms and conditions of each ISO granted under the Plan
shall be specified by the Compensation Committee and shall be set forth in an
ISO agreement between the Company and the Participant in such form as the
Compensation Committee shall approve. The terms and conditions of each ISO shall
be such that each ISO issued hereunder shall constitute and shall be treated as
an "incentive stock option" as defined in Section 422(b) of the Code. The terms
and conditions of any ISO granted hereunder need not be identical to those of
any other ISO granted hereunder.

     The terms and conditions of each ISO shall include the following:

     1.     The option price shall be fixed by the Compensation Committee but
shall in no event be less than 100% (or 110% in the case of an Employee referred
to in Section 4.3(b) hereof) of the fair market value of the shares of Common
Stock subject to the ISO on the date the ISO is granted. For purposes of the
Plan, the fair market value per share of Common Stock as of any day shall mean
the average of the closing prices of sales of shares of Common Stock on all
national securities exchanges on which the Common Stock may at the time be
listed or, if there shall have been no sales on any such day, the average of the
highest bid and lowest asked prices on all such exchanges at the end of such
day, or, if on any day the Common Stock shall not be so listed, the average or
the representative bid and asked prices quoted in the NASDAQ system as of 3:30
p.m., New York time, on such day, or, if on any day the Common Stock shall not
be quoted in the NASDAQ system, the average of the high and low bid and asked
prices on such day in the over-the-counter market as reported by National
Quotation Bureau Incorporated, or

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any similar successor organization. If at any time the Common Stock is not
listed on any national securities exchange or quoted in the NASDAQ system or the
over-the-counter market, the fair market value of the shares of Common Stock
subject to an Option on the date the ISO is granted shall be the fair market
value thereof determined in good faith by the Board of Directors.

     2.     ISOs, by their terms, shall not be transferable otherwise than by
will or the laws of descent and distribution, and during a Participant's
lifetime, an ISO shall be exercisable only by the Participant.

     3.     The Compensation Committee shall fix the term of all ISOs granted
pursuant to the Plan (including, without limitation, the date on which such ISO
shall expire and terminate); PROVIDED, HOWEVER, that such term shall in no event
exceed ten years from the date on which such ISO is granted (or, in the case of
an ISO granted to an Employee referred to in Section 4.3(b) hereof, such term
shall in no event exceed five years from the date on which such ISO is granted).
Each ISO shall be exercisable in such amount or amounts, under such conditions
and at such times or intervals or in such installments as shall be determined by
the Compensation Committee in its sole discretion; PROVIDED, HOWEVER, that in no
event shall any ISO granted to any director or officer of the Company who is
subject to Section 16 of the Exchange Act become exercisable, in whole or in
part, prior to the date that is six months after the date such ISO is granted to
such director or officer.

     4.     To the extent that the Company or any Parent or Subsidiary of the
company is required to withhold any Federal, state or local taxes in respect of
any compensation income realized by any Participant as a result of any
"disqualifying disposition" of any shares of Common Stock acquired upon exercise
of an ISO granted hereunder, the Company shall deduct from any payments of any
kind otherwise due to such Participant the aggregate amount of such Federal,
state or local taxes required to be so withheld or, if such payments are
insufficient to satisfy such Federal, state or local taxes, such Participant
will be required to pay to the Company, or make other arrangements satisfactory
to the Company regarding payment to the Company of, the aggregate amount of any
such taxes. All matters with respect to the total amount of taxes to be withheld
in respect of any such compensation income shall be determined by the Board of
Directors, in its sole discretion.

     5.     In the sole discretion of the Compensation Committee the terms and
conditions of any ISO may include any of the following provisions:

     a.     In the event that (x) the Company or any Parent or Subsidiary of the
Company terminates a Participant's employment "for cause" or (y) a Participant
terminates his employment by such entity for any reason whatsoever other than as
a result of his death or "disability" (within the meaning of Section 22(e)(3) of
the Code), the unexercised portion of any ISO held by such Participant at that
time may only be exercised within one month after the date on which the
Participant ceased to be so employed, and only to the extent that the
Participant could have otherwise exercised such ISO as of the date on which he
ceased to be so employed.

     b.     In the event a Participant shall cease to be employed by the Company
or any Parent or Subsidiary of the Company on a full-time basis as a result of
the termination of such Participant's employment by such entity other than "for
cause" or as a result of his death or

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"disability" (within the meaning of Section 22(e)(3) of the Code), the
unexercised portion of any ISO held by such Participant at that time may only be
exercised within three months after the date on which the Participant ceased to
be so employed, and only to the extent that the Participant could have otherwise
exercised such ISO as of the date on which he ceased to be so employed.

     c.     In the event a Participant shall cease to be employed by the Company
or any Parent or Subsidiary of the Company on a full-time basis by reason of his
"disability" (within the meaning of Section 22(e)(3) of the Code), the
unexercised portion of any ISO held by such Participant at that time may only be
exercised within one year after the date on which the Participant ceased to be
so employed, and only to the extent that the Participant could have otherwise
exercised such ISO as of the date on which he ceased to be so employed.

     d.     In the event a Participant shall die while in the employ of the
Company or a Parent or Subsidiary of the Company (or within a period of one
month after ceasing to be an Employee for any reason other than his "disability"
(within the meaning of Section 22(e)(3) of the Code) or within a period of one
year after ceasing to be an Employee by reason of such "disability"), the
unexercised portion of any ISO held by such Participant at the time of his death
may only be exercised within one year after the date of such Participant's
death, and only to the extent that the Participant could have otherwise
exercised such ISO at the time of his death. In such event, such ISO may be
exercised by the executor or administrator of the Participant's estate or by any
person or persons who shall have acquired the ISO directly from the Participant
by bequest or inheritance.

     e.     In the event that there is a disposition of the Common Stock
acquired pursuant to this Plan or upon the exercise of options or conversion
rights held by current employees, other than pursuant to a registered offering,
the Participant must offer such securities at the Fair Market Value (to be
determined by the Board of Directors) first to the Company, and if not
completely sold, then to the holders of Preferred Stock of the Company, who may
purchase all of such offering on a pro rata basis. To the extent not thus sold,
then the Participant may sell to third parties on terms no more favorable for a
period of up to six months.

     (b)    NON-QUALIFIED OPTIONS. The terms and conditions of each
Non-Qualified Option granted under the Plan shall be specified by the
Compensation Committee, in its sole discretion, and shall be set forth in a
written option agreement between the Company and the Participant in such form as
the Compensation Committee shall approve. The terms and conditions of each
Non-Qualified Option will be such (and each Non-Qualified the Plan shall
expressly so state) that each Non-Qualified Option issued hereunder shall not
constitute nor be treated as an "incentive stock option" as defined in Section
422(b) of the Code, but will be a "non-qualified stock option" for Federal,
state and local income tax purposes. The terms and conditions of any
Non-Qualified Option granted hereunder need not be identical to those of any
other Non-Qualified Option granted hereunder.

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     The terms and conditions of each Non-Qualified the Plan shall include the
following:

     1.     The option (exercise) price shall be fixed by the Compensation
Committee and may be equal to, more than or less than 100% of the fair market
value of the shares of Common Stock subject to the Non-Qualified Option on the
date such Non-Qualified Option is granted.

     2.     The Compensation Committee shall fix the term of all Non-Qualified
Options granted pursuant to the Plan (including, without limitation, the date on
which such Non-Qualified Option shall expire and terminate). Such term may be
more than ten years from the date on which such Non-Qualified Option is granted.
Each Non-Qualified Option shall be exercisable in such amount or amounts, under
such conditions (including, without limitation, provisions governing the rights
to exercise such Non-Qualified Option), and at such times or intervals or in
such installments as shall be determined by the Compensation committee in its
sole discretion; PROVIDED, HOWEVER, that in no event shall any Non-Qualified
Option granted to any director or officer of the Company who is subject to
Section 16 of the Exchange Act become exercisable, in whole or in part, prior to
the date that is six months after the date such Non-Qualified Option is granted
to such director or officer.

     3.     Non-Qualified Options shall not be transferable otherwise than by
will or the laws of descent and distribution, and during a Participant's
lifetime a Non-Qualified Option shall be exercisable only the Participant.

     4.     To the extent that the Company is required to withhold any Federal,
State or local taxes in respect of any compensation income realized by any
Participant in respect of a Non-Qualified Option granted hereunder or in respect
of any shares of Common Stock acquired upon exercise of a Non-Qualified Option,
the Company shall deduct from any payments of any kind otherwise due to such
Participant the aggregate amount of such Federal, state or local taxes required
to be so withheld or, if such payments are insufficient to satisfy such Federal,
state or local taxes, or if no such payments are due or to become due to such
Participant, then such Participant will be required to pay to the Company, or
make other arrangements satisfactory to the Company regarding payment to the
Company of, the aggregate amount of any such taxes. All matters with respect to
the total amount of taxes to be withheld in respect of any such compensation
income shall be determined by the Board of Directors, in its sole discretion.

     SECTION 7.    TERMS AND CONDITIONS OF AWARDS. The terms and conditions of
each Award granted under the Plan shall be specified by the Compensation
Committee, in its sole discretion, and shall be set forth in a written agreement
between the Participant and the Company, in such form as the Compensation
Committee shall approve. The terms and provisions of any Award granted hereunder
need not be identical to those of any other Award granted hereunder.

     The terms and conditions of each Award shall include the following:

     1.     The amount to be paid by a Participant to acquire the shares of
Common Stock pursuant to an Award shall be fixed by the Compensation Committee
and may be equal to, more than or less than 100% of the fair market value of the
shares of Common Stock subject to the Award on the date the Award is granted
(but in no event less than the par value of such shares).

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     2.     Each award shall contain such vesting provisions, such transfer
restrictions and such other restrictions and conditions as the Compensation
Committee, in its sole discretion, may determine, including, without limitation,
the circumstances under which the Company shall have the right and option to
repurchase shares of Common Stock acquired pursuant to an Award.

     3.     Stock certificates representing Common Stock acquired pursuant to an
Award shall bear a legend referring to any restrictions imposed on such Stock
and such other matters as the Compensation Committee may determine.

     4.     To the extent that the Company is required to withhold any Federal,
state or local taxes in respect of any compensation income realized by the
Participant in respect of an Award granted hereunder, in respect of any shares
acquired pursuant to an Award, or in respect of the vesting of any such shares
of Common Stock, then the Company shall deduct from any payments of any kind
otherwise due to such Participant the aggregate amount of such Federal, state or
local taxes required to be sol withheld, or if such payments are insufficient to
satisfy such Federal, state or local taxes, or if no such payments are due or to
become due to such Participant, then such Participant will be required to pay to
the Company, or make other arrangements satisfactory to the Company regarding
payment to the Company of, the aggregate amount of any such taxes. All matters
with respect to the total amount of taxes to be withheld in respect of any such
compensation income shall be determined by the Compensation Committee, in its
sole discretion.

     SECTION 8.    ADJUSTMENTS. (a) In the event that, after the adoption of the
Plan by the Board of Directors, the outstanding shares of the Company's Common
Stock shall be increased or decreased or changed into or exchanged for a
different number or kind of shares of stock or other securities of the Company
or of another entity through reorganization, merger or consolidation,
recapitalization, reclassification, stock split, split-up, combination or
exchange of shares or declaration of any dividends payable in Common Stock, the
Board of Directors shall appropriately adjust (i) the number of shares of Common
stock (and the option price per share) subject to the unexercised portion of any
outstanding Option (to the nearest possible full share); PROVIDED, HOWEVER, that
the limitations of Section 424 of the Code shall apply with respect to
adjustments made to ISOs, (ii) the number of shares of Common Stock to be
acquired pursuant to an Award which have not become vested, and (iii) the number
of shares of Common Stock for which Options and/or Awards may be granted under
the Plan, as set forth in Section 4(a) hereof, and such adjustments shall be
effective and binding for all purposes of the Plan.

     (b)    If any capital reorganization or reclassification of the capital
stock of the Company or any consolidation or merger of the Company with another
entity, or the sale of all or substantially all its assets to another entity,
shall be effected in such a way that holders of Common Stock shall be entitled
to receive Stock, securities or assets with respect to or in exchange for Common
Stock, the, subject to Section 8(c) below, each holder of an Option shall
thereafter have the right to purchase, upon the exercise of the Option in
accordance with the terms and conditions specified in the option agreement
governing such Option and in lieu of the shares of Common Stock immediately
theretofore receivable upon the exercise of such Option, such shares of stock,
securities or assets (including, without limitation, cash) as may be issued or
payable with respect to or in exchange for a number of outstanding shares of
such Common

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Stock equal to the number of shares of such Common Stock immediately theretofore
so receivable had such organization, reclassification, consolidation, merger or
sale not taken place.

     (c)    Notwithstanding Section 8(b) hereof (but only if expressly provided
in any option agreement), and in the event of (i) any offer to holders of the
Company's Common Stock generally relating to the acquisition of all or
substantially all of their shares, including, without limitation, through
purchase, merger or otherwise, or (ii) any proposed transaction generally
relating to the acquisition of substantially all of the assets or business of
the Company (herein sometimes referred to as an "ACQUISITION"), the Board of
Directors may, in its sole discretion, cancel any outstanding Options (PROVIDED,
HOWEVER, that the limitations of Section 424 of the Code shall apply with
respect to adjustments made to ISOs) and pay or deliver, or cause to be paid or
delivered, to the holder thereof an amount in cash or securities having a value
(as determined by the Board of Directors acting in good faith) equal to the
product of (A) the number of shares of Common Stock (the "Options Shares") that,
as of the date of the consummation of such Acquisition, the holder of such
Option had become entitled to purchase (and had not purchased) multiplied by (B)
the amount, if any, by which (1) the formula or fixed price per share paid to
holders of shares of Common Stock pursuant to such Acquisition exceeds (2) the
option price applicable to such Option Shares.

     SECTION 9.    EFFECT OF THE PLAN ON EMPLOYMENT RELATIONSHIP. Neither the
Plan nor any Option and/or Award granted hereunder to a Participant shall be
construed as conferring upon such Participant any right to continue in the
employ of (or otherwise provide services to) the Company or any Subsidiary or
Parent thereof, or limit in any respect the right of the Company or any
Subsidiary or Parent thereof to terminate such Participant's employment or other
relationship with the Company or any Subsidiary or Parent, as the case may be,
at any time.

     SECTION 10.   AMENDMENT OF THE PLAN. The Board of Directors may amend the
Plan from time to time as it deems desirable; PROVIDED, HOWEVER, that, without
the approval of the holders of a majority of the outstanding capital stock of
the Company entitled to vote thereon or consent thereto, the Board of Directors
may not amend the Plan (i) to increase (except for increases due to adjustments
in accordance with Section 8 hereof) the aggregate number of shares of Common
Stock for which Options and/or Awards may be granted hereunder, (ii) to decrease
the minimum exercise price specified by the Plan in respect of ISOs or (iii) to
change the class of Employees eligible to receive ISOs under the Plan.

     SECTION 11.   TERMINATION OF THE PLAN. The Board of Directors may terminate
the Plan at any time. Unless the Plan shall theretofore have been terminated by
the Board of Directors, the Plan shall terminate ten years after the date of its
initial adoption by the Board of Directors, the Plan shall terminate ten years
after the date of its initial adoption by the Board of Directors. No Option
and/or Award may be granted hereunder after termination of the Plan. The
termination or amendment of the Plan shall not alter or impair any rights or
obligations under any Option and/or Award theretofore granted under the Plan.

     SECTION 12.   EFFECTIVE DATE OF THE PLAN. The Plan shall be effective as of
October 23, 2001, the date on which the Merger was effective and the Options
that were issued under this Plan were assumed by the Company.

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