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                                                                    EXHIBIT 4.01

                           CBS EMPLOYER SERVICES, INC.

                      2000 STOCK OPTION/STOCK ISSUANCE PLAN

        1. Purpose. This 2000 Stock Option/Stock Issuance Plan (the "Plan") is
intended to promote the interests of CBS EMPLOYER SERVICES, INC. (the "Company")
by giving incentives to the eligible officers and other employees and directors
of and consultants and advisors to the Company, its parent (if any) and any
present or future subsidiaries of the Company including, without limitation, CBS
CORPORATE SERVICES, INC. (collectively, "Related Corporations") through
providing opportunities to acquire stock in the Company. As used herein, the
terms "parent" and "subsidiary" mean "parent corporation" and "subsidiary
corporation", respectively, as those terms are defined in Sections 424(e) and
424(f) or successor provisions of the Internal Revenue Code of 1986 as amended
from time to time (the "Code").

        2. Structure of the Plan. The Plan permits the following separate types
of grant:

           A. Options may be granted hereunder to purchase shares of common
stock of the Company. These options may meet the requirements of Section 422 of
the Code ("Incentive Stock Options" or "ISOs"); or, they may not qualify as ISOs
("Non-Qualified Options"). Both ISOs and Non-Qualified Options are sometimes
referred to hereinafter as "Options".

           B. Awards of stock in the Company ("Awards") may be granted.

           C. Opportunities to make direct purchases of stock in the Company
("Purchases") may be authorized.

Options, Awards and authorizations to make Purchases are sometimes referred to
hereinafter as "Stock Rights".

        3. Administration of the Plan.

           A. The Plan shall be administered by the Board of Directors of the
Company (the "Board"). The Board may in its sole discretion grant Options,
authorize Purchases and grant Awards, as provided in the Plan. The Board shall
have full power and authority, subject to the express provisions of the Plan, to
construe and interpret the Plan and all Option agreements, Purchase
authorizations and Award grants thereunder, to establish, amend and rescind such
rules and regulations as it may deem appropriate for the proper administration
of the Plan, to determine in each case the terms and provisions which shall
apply to a particular Option agreement, Purchase authorization, or Award grant,
and to make all other determinations which are, in the Board's judgment,
necessary or desirable for the proper administration of the Plan. The Board may
correct any defect, supply any omission or reconcile any inconsistency in the
Plan or in any Option agreement, Purchase authorization or Award grant in the
manner and to the extent it shall, in its sole discretion, consider expedient.
Decisions of the Board shall be final and binding on all parties who have an
interest in the Plan or any Option, Purchase, Award, or stock issuance
thereunder. No director or person acting pursuant to authority delegated by the
Board shall be liable for any action or determination under the Plan made in
good faith.

           B. The Board may, to the full extent permitted by and consistent with
applicable law and the Company's By-laws, and subject to Subparagraph D
hereinbelow, delegate any or all of its powers with respect to the
administration of the Plan to a committee (the "Committee") appointed by the
Board. If a Committee has been appointed, all references in this Plan to the
Board shall mean and relate to that Committee.

           C. Those provisions of this Plan which make express reference to Rule
16b-3 under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or any successor rule ("Rule 16b-3"), or which are required in order for
certain option transactions to qualify for exemption under Rule 16b-3, shall
apply only to those persons required to file reports under Section 16(a) of the
Exchange Act (a "Reporting Person").


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           D. If the Company registers any class of equity security under
Section 12 of the Exchange Act, the selection of a director or an officer (as
the terms "director" and "officer" are defined for purposes of Rule 16b-3) as a
recipient of an option, the timing of the option grant, the exercise price of
the option and the number of shares subject to the option shall be determined
either (i) by the Board, if all of the Board members are disinterested persons
within the meaning of Rule 16(b)(3), or (ii) by two or more directors having
full authority to act in the matter, each of whom shall be such a disinterested
person.

        4. Eligible Employees and Others. ISOs may be granted to any employee of
the Company or of any Related Corporation. No person who is not such an employee
may be granted an ISO. Non-Qualified Options, Awards, and authorizations to make
Purchases may be granted to any employee, officer or director of, or consultant
or advisor to the Company or any Related Corporation. The granting of any Stock
Right to any individual or entity shall neither entitle that individual or
entity to, nor disqualify him from, participation in any other grant of Stock
Rights.

        5. Stock. The stock subject to Options, Awards and Purchases shall be
authorized but unissued shares of the Company's Class A Common Stock ("Common
Stock"), or shares of Common Stock reacquired by the Company in any manner. The
aggregate number of shares which may be issued under the Plan is 252,000 shares,
subject to adjustment as provided in Paragraph 14. If any Option granted under
the Plan shall expire or terminate for any reason without having been exercised
in full or shall cease for any reason to be exercisable in whole or in part, or
if the Company shall reacquire any nonvested shares issued pursuant to Awards or
Purchases, the unpurchased shares subject to such Option, or such nonvested
shares so reacquired shall again be available for grants of Stock Rights under
the Plan.

        6. Option Agreements. As a condition to the grant of an Option, each
recipient of an Option shall execute an option agreement in such form not
inconsistent with the Plan as the Board shall approve. These option agreements
may differ among recipients. Each option agreement with respect to an ISO shall
be subject to the provisions of the Plan applicable to ISOs. The Board may, in
its sole discretion, include additional provisions in option agreements,
including without limitation restrictions on transfer, repurchase rights,
commitments to pay cash bonuses, to make, arrange for or guarantee loans or to
transfer other property to optionees upon exercise of options, or such other
provisions as shall be determined by the Board; provided, however, that such
additional provisions shall not be inconsistent with any provision of the Plan
and such additional provisions shall not cause any ISO granted under the Plan to
fail to qualify as an incentive stock option within the meaning of Section 422
of the Code.

        7. Option Exercise Price.

           A. Subject to Subparagraph 3D of this Plan and Subparagraphs B and C
of this Paragraph 7, the purchase price per share of Common Stock deliverable
upon the exercise of an Option ("exercise price") shall be determined by the
Board.

           B. In the case of an ISO, the exercise price shall not be less than
100% of the fair market value of Common Stock, as determined by the Board, at
the time of grant of such option, or less than 110% of such fair market value in
the case of an ISO granted to the owner of stock possessing more than 10% of the
total combined voting power of all classes of stock of the Company or any
Related Corporation (after taking into account the attribution of stock
ownership rules of Section 424(d) of the Code) (a "10% Shareholder").

           C. The exercise price of each Non-Qualified Option granted under the
Plan shall in no event be less than thirty percent (30%) of the fair market
value per share of Common Stock on the date of grant.

        8. Cancellation and New Grant of Options, Etc. The Board shall have the
authority to effect, at any time and from time to time, with the consent of the
affected optionees, and after consideration of such factors as the Board
considers relevant (which may include any financial accounting consequences to
the Company, e.g., under APB Opinion No. 25), (i) the cancellation of any or all
outstanding Options and the grant in substitution therefor of new Options
covering the same or different shares of Common Stock and having an exercise
price per share which may be lower or higher than the exercise price per share
of the canceled Options, or (ii) unless doing so would have the effect of
causing an ISO to be treated as a Non-Qualified Option, the amendment of the
terms of any and all


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outstanding Options to provide an exercise price per share which is higher or
lower than the then-current exercise price per share of such outstanding
Options.

        9. Exercise of Options.

           A. Each Option granted under the Plan shall be exercisable either in
full or in installments at such time or times and during such period as shall be
set forth in the agreement evidencing the Option, subject to the provisions of
the Plan. Unless doing so would have the effect of causing an ISO to be treated
as a Non-Qualified Option, the Board may, in its sole discretion, after
consideration of such factors as it considers relevant (which may include the
impact, if any, on the Company's financial statements of such change in the
terms of the Option or Options), (i) accelerate the date or dates on which all
or any particular Option or Options granted under the Plan may be exercised or
(ii) extend the dates during which all, or any particular, Option or Options
granted under the Plan may be exercised.

           B. Options granted under the Plan may provide for payment of the
exercise price by (i) delivery of cash or a check payable to the order of the
Company, or (ii) to the extent (if at all) provided in the option agreement,
delivery of a recourse promissory note of the optionee bearing interest payable
not less than annually at the applicable Federal rate as defined in Section
1274(d) of the Code and otherwise payable on such terms as are specified by the
Board, or (iii) by any combination of the above methods of payment.

        10. Option Period. Subject to earlier termination under other provisions
of this Plan, each Option and all rights thereunder shall expire on such date as
shall be set forth in the applicable option agreement, except that, in the case
of an ISO, such expiration date (the "Expiration Date") shall not be later than
ten years after the date on which the ISO is granted and, in the case of an ISO
granted to a 10% Shareholder as defined in Subparagraph 7B of this Plan, such
expiration date shall not be later than five years after the date on which the
ISO is granted.

        11. Nontransferability of Options. ISOs shall not be assignable or
transferable by the optionee, either voluntarily or by operation of law, except
by will or the laws of descent and distribution, and, during the life of the
optionee, shall be exercisable only by the optionee. The foregoing restrictions
shall also apply to Non-Qualified Options except to the extent otherwise
provided in the agreement evidencing the Non-Qualified Option.

        12. Effect of Termination of Employment or Other Relationship. Except as
otherwise provided in Paragraph 10 and Subparagraph 13C with respect to ISOs,
and subject to all other provisions of the Plan, the Board shall determine the
period of time during which an optionee may exercise an Option following (i) the
termination of the optionee's employment or other relationship with the Company
or a Related Corporation or (ii) the death or disability of the optionee. Such
periods shall be set forth in the agreement evidencing the Option.

        13. Additional ISO Requirements. ISOs granted under the Plan are subject
to the minimum exercise price rules set forth in Subparagraph 7B hereof, the
option period rules of Paragraph 10 hereof, and various other restrictions set
forth elsewhere in this Plan. In addition, ISOs granted under the Plan are
subject to the following:

           A. Each ISO granted under the Plan shall, at the time of grant, be
specifically designated as such in the option agreement evidencing such Option.

           B. In no event shall the aggregate fair market value (determined at
the time an ISO is granted) of Common Stock for which ISOs granted to any
employee are exercisable for the first time by such employee during any calendar
year (under all stock option plans of the Company and any Related Corporation)
exceed One Hundred Thousand Dollars ($100,000); provided, however, that this
Subparagraph B shall have no force or effect if its inclusion in the Plan is not
necessary for Options issued as ISOs to qualify as incentive stock options
within the meaning of Section 422 of the Code. Any Option which would, but for
its failure to satisfy the foregoing restriction, qualify as an ISO shall
nevertheless be a valid Option, but to the extent of such failure it shall be
deemed to be a Non-Qualified Option.


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           C. No ISO may be exercised unless, at the time of such exercise, the
optionee is, and has been continuously since the date of grant of the ISO,
employed by the Company or a Related Corporation, except that:

              (i) An ISO may be exercised within the period of three (3) months
           after the date the optionee ceases to be an employee of the Company
           and any Related Corporation (or within such lesser period as may be
           specified in the option agreement); provided, however, that the
           option agreement may designate a longer exercise period, in which
           case the exercise after such three-month period shall be treated as
           the exercise of a Non-Qualified Option.

              (ii) If the optionee dies while in the employ of the Company or a
           Related Corporation, or within three (3) months after the optionee
           ceases to be such an employee of the Company or a Related
           Corporation, the ISO may be exercised by the person to whom it is
           transferred by will or the laws of descent and distribution within
           the period of one (1) year after the date of death (or within such
           lesser period as may be specified in the option agreement).

              (iii) If the optionee becomes disabled (within the meaning of
           Section 22(e)(3) of the Code) while in the employ of the Company or a
           Related Corporation, the ISO may be exercised within the period of
           one (1) year after the date the optionee's employment ceases because
           of such disability (or within such lesser period as may be specified
           in the option agreement).

For all purposes of the Plan and any agreement evidencing an Option,
"employment" shall be defined in accordance with the provisions of Treasury
Regulation Section 1.421-7(h) under the Code (or any successor regulations).
Notwithstanding the foregoing provisions, no ISO may be exercised after its
Expiration Date.

        14. Adjustments.

            A. If, through or as a result of any merger, consolidation, sale of
all or substantially all of the assets of the Company, reorganization,
recapitalization, reclassification, stock dividend, stock split, reverse stock
split, holding company formation or other similar transaction, (i) the
outstanding shares of Common Stock are increased, decreased or exchanged for a
different number or kind of shares or other securities of the Company or a
corporation or other entity controlled by or controlling the Company, or (ii)
additional shares or new or different shares or other securities of the Company
or other non-cash property is distributed with respect to such shares of Common
Stock or other securities, an appropriate and proportionate adjustment shall be
made in (a) the maximum number and kind of shares reserved for issuance under
the Plan, (b) the number and kind of shares or other securities subject to any
then outstanding Options under the Plan, and (c) the price for each share
subject to any then outstanding Options under the Plan, without changing the
aggregate purchase price as to which such Options remain exercisable. No
fractional shares shall be issued under the Plan on account of any such
adjustments. Notwithstanding the foregoing provisions of this Subparagraph A, no
adjustment shall be made pursuant to this Paragraph 14 if such adjustment would
cause any ISO granted under the Plan to fail to qualify as an incentive stock
option within the meaning of Section 422 of the Code.

            B. Any adjustments under this Paragraph 14 shall be made by the
Board of Directors, whose determination as to what adjustments, if any, will be
made and the extent thereof shall be final, binding and conclusive.

        15. Rights as a Shareholder. The holder of an Option shall have no
rights as a shareholder with respect to any shares covered by the option
(including, without limitation, any voting rights, the right to inspect or
receive the Company's balance sheets or financial statements or any rights to
receive dividends or non-cash distributions with respect to such shares) until
the date of issue of a stock certificate for such shares. No adjustment shall be
made for dividends or other rights for which the record date is prior to the
date such stock certificate is issued.

        16. Merger, Consolidation, Asset Sale, Liquidation, Etc.


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            A. Except as may otherwise be provided in the applicable option
agreement, in the event of a consolidation or merger or sale of all or
substantially all of the assets of the Company in which outstanding shares of
Common Stock are exchanged for securities, cash or other property of any other
corporation or business entity, or in the event of the liquidation of the
Company, (any of such events, a "Liquidity Event") the Board, or the board of
directors of any corporation assuming the obligations of the Company, shall, in
its discretion, take any one or more of the following actions, as to outstanding
Options: (i) provide that such Options (excluding any such Options which are
terminated in accordance with the provisions of (iii). (iv) or (v) hereinbelow)
shall be assumed, or equivalent options shall be substituted, by the acquiring
or succeeding corporation (or an affiliate thereof), provided, however, that any
such Options substituted for ISOs shall meet the requirements of Section 424(a)
of the Code; (ii) exercise the discretion granted it under Paragraph 9A of this
Plan to accelerate the date or dates on which all or any particular Option or
Options granted under the Plan may be exercised; (iii) in the event of a merger
(or consolidation) or purchase (or exchange) of the Company's stock, under the
terms of which holders of the Common Stock of the Company will receive upon
consummation thereof cash, stock, indebtedness, any other property, or any
combination of the foregoing ("Consideration"), in exchange for each share
purchased or surrendered in the merger, terminate, in the Board's sole
discretion, either (a) each outstanding Option or (b) each outstanding Option
which is exercisable in full as of the date of such consummation, in exchange
for a payment, made or provided for by the Company, equal in amount to the
excess, if any, of the value (as determined by the Board in its sole discretion,
such determination to be final, binding and conclusive) of the Consideration
over the per-share exercise price of each such Option, times the number of
shares of Common Stock subject to such Option, such payment to consist, to the
extent practicable, of proportional amounts of cash, stock, indebtedness, other
property, or combination of the foregoing as constitutes the Consideration, and
to the extent not so practicable, in cash; or (iv) in the event of a purchase of
the Company's assets, under the terms of which holders of the Common Stock of
the Company will receive upon liquidation of the Company following the
consummation thereof cash, stock, indebtedness, any other property, or any
combination of the foregoing ("Consideration"), terminate, in the Board's sole
discretion, either (a) each outstanding Option or (b) each outstanding Option
which is exercisable in full as of the date of such liquidation, in exchange for
a payment, made or provided for by the Company, equal in amount to the excess,
if any, of the value (as determined by the Board in its sole discretion, such
determination to be final, binding and conclusive) of the Consideration over the
per-share exercise price of each such Option, times the number of shares of
Common Stock subject to such Option, such payment to consist, to the extent
practicable, of proportional amounts of cash, stock, indebtedness, other
property, or combination of the foregoing as constitutes the Consideration, and
to the extent not so practicable, in cash; or (v) terminate, in the Board's sole
discretion, either (a) each outstanding Option or (b) each outstanding Option
which is exercisable in full as of the date of the Liquidity Event, in exchange
for a cash payment equal in amount to the product of the excess, if any, of the
fair market value of a share of Common Stock over the per-share exercise price
of each such Option, times the number of shares subject to such Option. The
Board shall determine the fair market value of a share of Common Stock for
purposes of the foregoing, and the Board's determination of such fair market
value shall be final, binding and conclusive.

            B. The Company may grant Options under the Plan in substitution for
Options held by employees of another corporation who become employees of the
Company or a Related Corporation as the result of a merger or consolidation of
the employing corporation with the Company or a Related Corporation, or as a
result of the acquisition by the Company or a Related Corporation of property or
stock of the employing corporation. The Company may direct that substitute
Options be granted on such terms and conditions as the Board considers
appropriate in the circumstances.

        17. Stock Restriction Agreement. As a condition to the grant of an Award
or a Purchase authorization under the Plan, the recipient of the Award or
Purchase authorization shall execute an agreement ("Stock Restriction
Agreement") in such form not inconsistent with the Plan as may be approved by
the Board. Stock Restriction Agreements may differ among recipients. Stock
Restriction Agreements may include any provisions the Board determines should be
included and that are not inconsistent with any provision of the Plan.

        18. No Special Employment Rights. Nothing contained in the Plan or in
any option agreement or other agreement or instrument executed pursuant to the
provisions of the Plan shall confer upon any optionee any right with respect to
the continuation of his or her employment by the Company or any Related
Corporation or interfere in any way with the right of the Company or a Related
Corporation at any time to terminate such employment or to increase or decrease
the compensation of the optionee.


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        19. Other Employee Benefits. Except as to plans which by their terms
include such amounts as compensation, no amount of compensation deemed to be
received by an employee as a result of the grant or exercise of an Option or the
sale of shares received upon such exercise, or as a result of the grant of an
Award or the authorization or making of a Purchase will constitute compensation
with respect to which any other employee benefits of such employee are
determined, including, without limitation, benefits under any bonus, pension,
profit-sharing, life insurance or salary continuation plan, except as otherwise
specifically determined by the Board.

        20. Amendment of the Plan.

            A. The Board may at any time, and from time to time, modify or amend
the Plan in any respect, except as otherwise expressly provided in this Plan;
provided, however, that if at any time the approval of the shareholders of the
Company is required under the Code with respect to ISOs, or is required under
Rule 16b-3, the Board may not effect such modification or amendment without such
approval.

            B. The termination or any modification or amendment of the Plan
shall not, without the consent of an optionee, affect the optionee's rights
under an Option previously granted. With the consent of the optionee affected,
the Board may amend outstanding option agreements in a manner not inconsistent
with the Plan. The Board shall have the right to amend or modify (i) the terms
and provisions of the Plan and of any outstanding ISO granted under the Plan to
the extent necessary to qualify any or all such Options for such favorable
federal income tax treatment (including deferral of taxation upon exercise) as
may be afforded incentive stock options within the meaning of Section 422 of the
Code, and (ii) the terms and provisions of the Plan and of any outstanding
Option to the extent necessary to ensure the qualification of the Plan under
Rule 16b-3.

        21. Investment Representations. The Board may require any person to whom
an Option is granted, as a condition of exercising such Option, and any person
to whom an Award is granted or a Purchase is authorized, as a condition thereof,
to give written assurances in substance and form satisfactory to the Board to
the effect that such person is acquiring the Common Stock subject to the Option,
Award or Purchase for such person's own account for investment and not with any
present intention of selling or otherwise distributing the same, and to such
other effects as the Company deems necessary or appropriate in order to comply
with federal and applicable state securities laws, or with covenants or
representations made by the Company in connection with any public offering of
its Common Stock.

        22. Compliance With Securities Laws. Each Option shall be subject to the
requirement that if, at any time, counsel to the Company shall determine that
the listing, registration or qualification of the shares subject to such Option
upon any securities exchange or under any state or federal law, or the consent
or approval of any governmental or regulatory body, or that the disclosure of
non-public information or the satisfaction of any other condition is necessary
as a condition of, or in connection with, the issuance or purchase of shares
thereunder, such Option may not be exercised, in whole or in part, unless such
listing, registration, qualification, consent or approval, or satisfaction of
such condition shall have been effected or obtained on conditions acceptable to
the Board. Nothing herein shall be deemed to require the Company to apply for or
to obtain such listing, registration or qualification, or to satisfy such
condition.

        23. Withholding. The Company shall have the right to deduct from
payments of any kind otherwise due to the optionee any federal, state or local
taxes of any kind required by law to be withheld with respect to any shares
issued upon exercise of Options under the Plan or upon the grant of an Award,
the making of a Purchase of Common Stock for less than its fair market value,
the making of a Disqualifying Disposition (as defined in Paragraph 24), or the
vesting of restricted Common Stock acquired pursuant to a Stock Right. The Board
in its sole discretion may condition the exercise of an Option, the grant of an
Award, the making of a Purchase, or the vesting of restricted shares acquired by
exercising a Stock Right on the grantee's payment of such additional withholding
taxes.

        24. Notice to Company of Disqualifying Disposition. Each employee who
receives an ISO must agree to notify the Company in writing immediately after
the employee makes a Disqualifying Disposition, as hereinafter defined, of any
Common Stock acquired pursuant to the exercise of an ISO. A Disqualifying
Disposition


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is any disposition (including any sale) of such Common Stock before the later of
(a) two (2) years after the date the employee was granted the ISO or (b) one (1)
year after the date the employee acquired Common Stock by exercising the ISO. If
the employee has died before such stock is sold, these holding period
requirements do not apply and no Disqualifying Disposition can occur thereafter.

        25. Effective Date and Duration of the Plan.

            A. The Plan shall become effective when adopted by the Board, but no
Stock Right granted under the Plan shall become exercisable unless and until the
Plan shall have been approved by the Company's shareholders. If such shareholder
approval is not obtained within twelve months after the date of the Board's
adoption of the Plan, Stock Rights previously granted under the Plan shall not
vest and shall terminate and shall be null and void and no Stock Rights shall be
granted thereafter under the Plan. Amendments to the Plan not requiring
shareholder approval shall become effective when adopted by the Board;
amendments requiring shareholder approval shall become effective when adopted by
the Board, but no stock Right granted after the date of such amendment shall
become exercisable (to the extent that such amendment to the Plan was required
to enable the Company to grant such stock Right to a particular person) unless
and until such amendment shall have been approved by the Company's shareholders.
If such shareholder approval is not obtained within twelve months of the Board's
adoption of such amendment, any Stock Rights granted on or after the date of
such amendment shall terminate and become null and void to the extent that such
amendment was required to enable the Company to grant such Stock Rights to a
particular person. Subject to this limitation, Stock Rights may be granted under
the Plan at any time after the effective date and before the termination date of
the Plan.

            B. Unless sooner terminated as provided elsewhere in this Plan, this
Plan shall terminate upon the close of business on the day next preceding the
tenth anniversary of the date of its adoption by the Board. Stock Rights
outstanding on such date shall continue to have force and effect in accordance
with the provisions of the instruments evidencing such Stock Rights.

        Adopted by the Board of Directors on April 17, 2000.

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