<PAGE>

                                                                    EXHIBIT 10.4

                      GREENWICH TECHNOLOGY PARTNERS, INC.

                                1997 STOCK PLAN
                                ---------------

     1.   Purpose.  The purpose of the Greenwich Technology Partners, Inc. 1997
          -------
Stock Plan (the "Plan") is to encourage key employees of Greenwich Technology
Partners, Inc. (the "Company") and of any present or future parent or subsidiary
of the Company (collectively, "Related Corporations") and other persons who
render services to the Company or a Related Corporation to enter into and remain
in the service of the Company, to enhance the long-term performance of the
Company, and to acquire a proprietary interest in the success of the Company, by
providing opportunities to such employees and other service-providers to
participate in the ownership of the Company and its future growth through (a)
the grant of options which qualify as "incentive stock options" ("ISOs") under
Section 422(b) of the Internal Revenue Code of 1986, as amended (the "Code");
(b) the grant of options which do not qualify as ISOs ("Non-Qualified Options");
(c) awards of stock in the Company ("Awards"); and (d) opportunities to make
direct purchases of stock in the Company ("Purchases"). Both ISOs and Non-
Qualified Options are referred to hereafter individually as an "Option" and
collectively as "Options". Options, Awards and authorizations to make Purchases
are referred to hereafter collectively as "Stock Rights". As used herein, the
terms "parent" and "subsidiary" mean "parent corporation" and "subsidiary
corporation," respectively, as those terms are defined in Section 424 of the
Code.

     2.   Administration of the Plan.
          --------------------------

          2.1.  Board Administration.  The Plan shall be administered by the
                --------------------
Board of Directors of the Company (the "Board").  Subject to the terms of the
Plan, the Board shall (i) determine to whom (from among the class of employees
eligible under paragraph 3 to receive ISOs) ISOs shall be granted, and to whom
(from among the class of individuals and entities eligible under paragraph 3 to
receive Non-Qualified Options and Awards and to make Purchases) Non-Qualified
Options, Awards and authorizations to make Purchases may be granted; (ii)
determine the time or times at which Options or Awards shall be granted or
Purchases made; (iii) determine the purchase price of shares subject to each
Option or Purchase, which prices shall not be less than the minimum price
specified in paragraph 6; (iv) determine whether each Option granted shall be an
ISO or a Non-Qualified Option; (v) determine (subject to paragraph 7) the time
or times when each Option shall become exercisable and the duration of the
exercise period; (vi) extend the period during which outstanding Options may be
exercised; (vii) determine whether restrictions such as repurchase options are
to be imposed on shares subject to Options, Awards and Purchases and the nature
of such restrictions, if any, and (viii) interpret the Plan and prescribe and
rescind rules and regulations relating to it.  If the Board determines to issue
a Non-Qualified Option, it shall take whatever actions it deems necessary, under
Section 422 of the Code and the regulations promulgated thereunder, to ensure
that such Option is not treated as an ISO.  The interpretation and construction
by the Board of any provisions of the Plan or of any Stock Right granted under
it shall be final unless otherwise determined by the Board.  The Board may from
time to time adopt such rules and regulations for carrying out the Plan as it
may deem
<PAGE>

advisable.  No member of the Board shall be liable for any action or
determination made in good faith with respect to the Plan or any Stock Right
granted under it.

          2.2.  Grant of Stock Rights to Board Members.  Stock Rights may be
                --------------------------------------
granted to members of the Board.  All grants of Stock Rights to members of the
Board shall in all respects be made in accordance with the provisions of this
Plan applicable to other eligible persons.  Members of the Board who either (i)
are eligible to receive grants of Stock Rights pursuant to the Plan or (ii) have
been granted Stock Rights may vote on any matters affecting the administration
of the Plan or the grant of any Stock Rights pursuant to the Plan, except that
no such member shall act upon the granting to himself or herself of Stock
Rights, but any such member may be counted in determining the existence of a
quorum at any meeting of the Board during which action is taken with respect to
the granting to such member of Stock Rights.

     3.   Eligible Employees and Others.  ISOs may be granted only to employees
          -----------------------------
of the Company or any Related Corporation. Non-Qualified Options, Awards and
authorizations to make purchases may be granted to any employee, officer or
director (whether or not also an employee) or consultant of the Company or any
Related Corporation. The Board may take into consideration a recipient's
individual circumstances in determining whether to grant a Stock Right. The
granting of any Stock Right to any individual or entity shall neither entitle
that individual or entity to, no disqualify such individual or entity from,
participation in any other grant of Stock Rights.

     4.   Stock.  The stock subject to Stock Rights shall be authorized but
          -----
unissued shares of Common Stock of the Company, par value $0.01 per share (the
"Common Stock"), or shares of Common Stock reacquired by the Company in any
manner.  The aggregate number of shares which may be issued pursuant to the Plan
is 9,150,000, subject to adjustment as provided in paragraph 13.  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 shall be repurchased by the Company, the unpurchased shares of
Common Stock subject to such Option shall again be available for grants of Stock
Rights under the Plan.

     5.   Granting of Stock Rights.  Stock Rights may be granted under the Plan
          ------------------------
at any time on or after May 1, 1997 and prior to March 31, 2007. The date of
grant of a Stock Right under the Plan will be the date specified by the Board at
the time it grants the Stock Right; provided, however, that such date shall not
be prior to the date on which the Board acts to approve the grant.

     6.   Minimum Option Price; ISO Limitations.
          -------------------------------------

          6.1.  Price for Non-Qualified Options, Awards and Purchases.  The
                -----------------------------------------------------
exercise price per share specified in the agreement relating to each Non-
Qualified Option (a "Non-Qualified Stock Option Agreement") granted, and the
purchase price per share of stock granted in any Award or authorized as a
Purchase, under the Plan may be less than the fair market value of the Common
Stock of the Company on the date of grant; provided that, in no event shall such
exercise price or such purchase price be less than the minimum legal
consideration required

                                       2
<PAGE>

therefor under the laws of any jurisdiction in which the Company is or its
successors in interest may be organized.

          6.2.  Price for ISOs.  The exercise price per share specified in the
                --------------
agreement relating to each ISO (a "Qualified Stock Option Agreement") granted
under the Plan shall not be less than the fair market value per share of Common
Stock on the date of such grant.  In the case of an ISO to be granted to an
employee owning stock possessing more than ten percent (10%) of the total
combined voting power of all classes of stock of the Company or any Related
Corporation, the price per share specified in the Qualified Stock Option
Agreement relating to such ISO shall not be less than one hundred ten percent
(110%) of the fair market value per share of Common Stock on the date of grant.
For purposes of determining stock ownership under this paragraph, the rules of
Section 424(d) of the Code shall apply.

          6.3.  $100,000 Annual Limitation on ISO Vesting.  Each eligible
                -----------------------------------------
employee may be granted Options treated as ISOs only to the extent that, in the
aggregate under this Plan and all incentive stock option plans of the Company
and any Related Corporation, ISOs do not become exercisable for the first time
by such employee during any calendar year with respect to stock having a fair
market value (determined at the time the ISOs were granted) in excess of
$100,000.  The Company intends to designate any Options granted in excess of
such limitation as Non-Qualified Options.

          6.4.  Determination of Fair Market Value.  If, at the time an Option
                ----------------------------------
is granted under the Plan, the Company's Common Stock is publicly traded, "fair
market value" shall be determined as of the date of grant or, if the prices or
quotes discussed in this sentence are unavailable for such date, the last
business day for which such prices or quotes are available prior to the date of
grant and shall mean (i) the average (on that date) of the high and low prices
of the Common Stock on the principal national securities exchange on which the
Common Stock is traded, if the Common Stock is then traded on a national
securities exchange; or (ii) the last reported sale price (on that date) of the
Common Stock on the NASDAQ National Market, if the Common Stock is not traded on
a national securities exchange; or (iii) the closing bid price (or average of
bid prices) last quoted (on that date) by an established quotation service for
over-the-counter securities, if the Common Stock is not reported on the NASDAQ
National Market.  If the Common Stock is not publicly traded at the time an
Option is granted under the Plan, "fair market value" shall mean the fair value
of the Common Stock as determined by the Board after taking into consideration
all factors which it deems appropriate, including, without limitation, recent
sale and offer prices of the Common Stock in private transactions negotiated at
arm's length.

     7.   Option Duration.  Subject to earlier termination as provided in
          ---------------
paragraphs 9 and 10 or in the agreement relating to such Option, each Option
shall expire on the date specified by the Board, but not more than (i) ten (10)
years from the date of grant in the case of Options generally and (ii) five (5)
years from the date of grant in the case of ISOs granted to an employee owning
stock possessing more than ten percent (10%) of the total combined voting power
of all classes of stock of the Company or any Related Corporation, as determined
under paragraph 6.2. Subject to earlier termination as provided in paragraphs 9
and 10, the term of each ISO shall be

                                       3
<PAGE>

the term set forth in the Qualified Stock Option Agreement granting such ISO,
except with respect to any part of such ISO that is converted into a Non-
Qualified Option pursuant to paragraph 16.

     8.   Exercise of Option.  Subject to the provisions of paragraphs 9 through
          ------------------
12, each Option granted under the Plan shall be exercisable as follows:

          8.1.  Vesting.  The Option shall either be fully exercisable on the
                -------
date of grant or shall become exercisable thereafter in such installments as the
Board may specify.

          8.2.  Full Vesting of Installments.  Once an installment becomes
                ----------------------------
exercisable, it shall remain exercisable until expiration or termination of the
Option, unless otherwise specified by the Board.

          8.3.  Partial Exercise.  Each Option or installment may be exercised
                ----------------
at any time or from time to time, in whole or in part, for up to the total
number of shares with respect to which it is then exercisable.

     9.   Termination of Employment.  Unless otherwise specified in the
          -------------------------
Qualified Stock Option Agreement relating to such ISO, if an ISO optionee ceases
to be employed by the Company and all Related Corporations other than by reason
of death or disability as defined in paragraph 10, no further installments of
his or her ISOs shall become exercisable, and his or her ISOs shall terminate on
the earlier of (a) three months after the date of termination of his or her
employment or (b) their specified expiration dates, except to the extent that
such ISOs (or unexercised installments thereof) have been converted into Non-
Qualified Options pursuant to paragraph 16.  For purposes of this paragraph 9,
employment shall be considered as continuing interrupted during any bona fide
leave of absence (such as those attributable to illness, military obligations or
governmental service) provided that the period of such leave does not exceed 90
days or, if longer, any period during which such optionee's night to
reemployment is guaranteed by statute or by contract.  A bona fide leave of
absence with the written approval of the Board shall not be considered an
interruption of employment under this paragraph 9, provided that such written
approval contractually obligates the Company or any Related Corporation to
continue to employment of the optionee after the approved period of absence.
ISOs granted under the Plan shall not be affected by any change of employment
within or among the Company and Related Corporations, so long as the optionee
continues to be an employee of the Company or any Related Corporation.  Nothing
in the Plan shall be deemed to give any grantee of any Stock Right the night to
be retained in employment or other service by the Company or any Related
Corporation for any period of time.

     10.  Death, Disability.
          -----------------

          10.1. Death.  If an ISO optionee ceases to be employed by the Company
                -----
and all Related Corporations by reason of his or her death, any ISO owned by
such optionee may be exercised, to the extent otherwise exercisable on the date
of death, by the estate, personal representative or beneficiary who has acquired
the ISO by will or by the laws of descent and

                                       4
<PAGE>

distribution, until the earlier of (i) the specified expiration date of the ISO
or (ii) one (1) year from the date of the optionee's death.

          10.2.  Disability.  If an ISO optionee ceases to be employed by the
                 ----------
Company and all Related Corporations by reason of his or her disability, such
optionee shall have the right to exercise any ISO held by him or her on the date
of termination of employment, for the number of shares for which he or she could
have exercised it on that date, until the earlier of (i) the specified
expiration date of the ISO or (ii) one (1) year from the date of the termination
of the optionee's employment.  For the purposes of the Plan, the term
"disability" shall mean "permanent and total disability" as defined in Section
22(e)(3) of the Code or any successor statute.

     11.  Assignability.  No ISO shall be assignable or transferable by the
          -------------
optionee except by will or by the laws of descent and distribution, and during
the lifetime of the optionee shall be exercisable only by such optionee.  Stock
Rights other than ISOs shall be transferable to the extent set forth in the
agreement relating to such Stock Right.

     12.  Terms and Conditions of Options.  Options shall be evidenced by
          -------------------------------
instruments (which need not be identical) in such forms as the Board may from
time to time approve.  Such instruments shall conform to the terms and
conditions set forth in paragraphs 6 through 11 hereof and may contain such
other provisions as the Board deems advisable which are not inconsistent with
the Plan, including restrictions applicable to shares of Common Stock issuable
upon exercise of Options.  The Board may specify that any Non-Qualified Option
shall be subject to the restrictions set forth herein with respect to ISOs, or
to such other termination and cancellation provisions as the Board may
determine.  The Board may from time to time confer authority and responsibility
on one or more of is own members and/or one or more officers of the Company to
execute and deliver such instruments.  The proper officers of the Company are
authorized and directed to take any and all action necessary or advisable from
time to time to carry out the terms of such instruments.

     13.  Adjustments.  Upon the occurrence of any of the following events,
          -----------
an optionee's rights with respect to Options granted to such optionee hereunder
shall be adjusted as hereinafter provided, unless otherwise specifically
provided in the written agreement between the optionee and the Company relating
to such Option:

          13.1.  Stock Dividends and Stock Splits.  If the shares of Common
                 --------------------------------
Stock shall be subdivided or combined into a greater or smaller number of shares
or if the Company shall issue any shares of Common Stock as a stock dividend on
its outstanding Common Stock, the number of shares of Common Stock deliverable
upon the exercise of Options shall be appropriately increased or decreased
proportionately, and appropriate adjustments shall be made in the purchase price
per share to reflect such subdivision, combination or stock dividend.

          13.2.  Consolidations or Mergers.  If the Company is to be
                 -------------------------
consolidated with or acquired by another entity in a merger or other
reorganization in which the holders of the outstanding voting stock of the
Company immediately preceding the consummation of such event shall, immediately
following such event, hold, as a group, less than a majority of the voting

                                       5
<PAGE>

securities of the surviving or successor entity, or in the event of a sale of
all or substantially all of the Company's assets or otherwise (each, an
"Acquisition"), the Board or the board of directors of any entity assuming the
obligations of the Company hereunder (the "Successor Board"), shall, as to
outstanding Options, either (i) make appropriate provisions for the continuation
of such Options by substituting on an equitable basis for the shares then
subject to such Options either (a) the consideration payable with respect to the
outstanding shares of Common Stock in connection with the Acquisition, (b)
shares of stock of the surviving or successor corporation or (c) such other
securities as the Successor Board deems appropriate, the fair market value of
which shall not materially exceed the fair market value of the shares of Common
Stock subject to such Options immediately preceding the Acquisition; or (ii)
upon written notice to the optionees, provide that all Options must be
exercised, to the extent then exercisable, within a specified number of days of
the date of such notice, at the end of which period the Options shall terminate;
or (iii) terminate all Options in exchange for a cash payment equal to the
excess of the fair market value of the shares subject to such Options (to the
extent then exercisable) over the exercise price thereof.

          13.3.  Recapitalization or Reorganization.  In the event of a
                 ----------------------------------
recapitalization or reorganization of the Company (other than a transaction
described in paragraph 13.2 above) pursuant to which securities of the Company
or of another corporation are issued with respect to the outstanding shares of
Common Stock, an optionee upon exercising an Option shall be entitled to receive
for the purchase price paid upon such exercise the securities he or she would
have received if he or she had exercised such Option prior to such
recapitalization or reorganization.

          13.4.  Modification of ISOs.  Notwithstanding the foregoing, any
                 --------------------
adjustments made pursuant to paragraphs 13.1, 13.2 or 13.3 with respect to ISOs
shall be made only after the Board, after consulting with counsel for the
Company, determines whether such adjustments would constitute a "modification"
of such ISOs (as that term is defined in Section 424 of the Code) or would cause
any adverse tax consequences for the holders of such ISOs.  If the Board
determines that such adjustments made with respect to ISOs would constitute a
modification of such ISOs or would cause adverse tax consequences to the holder,
it may refrain from making such adjustments.

          13.5.  Dissolution or Liquidation.  In the event of the proposed
                 --------------------------
dissolution or liquidation of the Company, each Option will terminate
immediately prior to the consummation of such proposed action or at such other
time and subject to such other conditions as shall be determined by the Board.

          13.6.  Issuances of Securities.  Except as expressly provided herein,
                 -----------------------
no issuance by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall affect, and no adjustment
by reason thereof shall be made with respect to, the number or price of shares
subject to Options.  No adjustments shall be made for dividends paid in cash or
in property other than securities of the Company.

          13.7.  Fractional Shares.  No fractional shares shall be issued under
                 -----------------
the Plan and the optionee shall receive from the Company cash in lieu of such
fractional shares.


                                       6
<PAGE>

          13.8.  Adjustments.  Upon the happening of any of the events described
                 -----------
in paragraphs 13.1, 13.2 or 13.3 above, the class and aggregate number of shares
set forth in paragraph 4 hereof that are subject to Stock Rights which
previously have been or subsequently may be granted under the Plan shall also be
appropriately adjusted to reflect the events described in such subparagraphs.
The Board or the Successor Board shall determine the specific adjustments to be
made under this paragraph 13 and, subject to paragraph 2, its determination
shall be conclusive.

     14.  Means of Exercising Option.  An Option (or any part or installment
          --------------------------
thereof) shall be exercised by giving written notice to the Company at its
principal office address, or to such transfer agent as the Company shall
designate. Such notice shall identify the Option being exercised and specify the
number of shares as to which such Option is being exercised, accompanied by full
payment of the purchase price therefor (a) in United States dollars in cash or
by certified check, (b) at the discretion of the Board, through delivery of
shares of Common Stock having a fair market value equal as of the date of the
exercise to the cash exercise price of the Option, (c) at the discretion of the
Board, by the delivery of the grantee's personal recourse note bearing interest
payable not less than annually at no less than 100% of the lowest applicable
Federal rate, as defined in Section 1274(d) of the Code, (d) at the discretion
of the Board and consistent with applicable law, through the delivery of an
assignment to the Company of a sufficient amount of the proceeds from the sale
of the Common Stock acquired upon exercise of the Option and an authorization to
the broker or selling agent to pay that amount to the Company, which sale shall
be at the participant's direction at the time of exercise, or (e) at the
discretion of the Board, by an combination of (4), (b), (c) and (d) above. If
the Board exercises its discretion to permit payment of the exercise price of an
ISO by means of the methods set forth in clauses (b), (c), (d) or (e) of the
preceding sentence, such discretion shall be exercised in writing in the
relevant Qualified Stock Option Agreement at the time of the grant of the ISO in
question. The holder of an Option shall not have the rights of a shareholder
with respect to the shares covered by such Option until the date of issuance of
a stock certificate to such holder for such shares. Except as expressly provided
above in paragraph 13 with respect to changes in capitalization and stock
dividends, no adjustment shall be made for dividends or similar rights for which
the record date is before the date such stock certificate is issued.

     15.  Term and Amendment of Plan.  This Plan was adopted by the Board as of
          --------------------------
May 1, 1997, and approved by the stockholders of the Company as of the same date
by written consent in lieu of the annual Meeting of the Stockholders. The Plan
shall expire at the end of the day on March 31, 2007 (except as to Options
outstanding on that date). The Board may terminate or amend the Plan in an
respect at any time, except that, without the approval of the stockholders
obtained within 12 months before or after the Board adopts a resolution
authorizing any of the following actions: (a) the total number of shares that
may be issued under the Plan may not be increased (except by adjustment pursuant
to paragraph 13); (b) the provisions of paragraph 3 regarding eligibility for
grants of ISOs may not be modified; (c) the provisions of paragraph 6.2
regarding the exercise price at which shares may be offered pursuant to ISOs may
not be modified (except by adjustment pursuant to paragraph 13); and (d) the
expiration date of the Plan may not be extended. Except as otherwise provided in
this paragraph 15, in no event

                                       7
<PAGE>

may action of the Board or stockholders alter or impair the rights of a grantee,
without such grantee's consent under any Stock Right previously granted to such
grantee.

     16.  Modifications of ISOs; Conversion of ISOs into Non-Qualified Options.
          --------------------------------------------------------------------
Subject to paragraph 13.4, without the prior written consent of the holder of an
ISO, the Board shall not alter the terms of such ISO (including the means of
exercising such ISO) if such alteration would constitute a modification (within
the meaning, of Section 424(h)(3) of the Code). The Board, at the written
request or with the written consent of any optionee, may in its discretion take
such actions as may be necessary to convert such optionee's ISOs (or any
installments or options of installments thereof) that have not been exercised on
the date of conversion into Non-Qualified Options at any time prior to the
expiration of such ISOs, regardless of whether the optionee is an employee of
the Company or a Related Corporation at the time of such conversion. Such
actions may include, but shall not be limited to, extending the exercise period
or reducing the exercise price of the appropriate installments of such ISOs. At
the time of such conversion, the Board (with the consent of the optionee) may
impose such conditions on the exercise of the resulting Non-Qualified Options as
the Board in its discretion may determine, provided that such conditions shall
not be inconsistent with this Plan. Nothing in the Plan shall be deemed to give
any optionee the right to have such optionee's ISOs converted into Non-Qualified
Options, and no such conversion shall occur until and unless the Board takes
appropriate action.

     17.  Application of Funds.  The proceeds received by the Company from the
          --------------------
sale of shares pursuant to Options granted and Purchases authorized under the
Plan shall be used for general corporate purposes.

     18.  Notice to Company of Disqualifying Disposition.  By accepting an ISO
          ----------------------------------------------
granted under the Plan, each optionee agrees to notify the Company in writing
immediately after such optionee makes a Disqualifying Disposition (as described
in Sections 421, 422 and 424 of the Code and regulations thereunder) of any
stock acquired pursuant to the exercise of ISOs granted under the Plan. A
Disqualifying Disposition is generally any disposition occurring on or before
the later of (a) the date two years following the date the ISO was granted or
(b) the date one year following the date the ISO was exercised.

     19.  Withholding of Additional Income Taxes.  Upon the exercise of a
          --------------------------------------
Non-Qualified Option, the transfer of a Non-Qualified Stock Option pursuant to
an arm's-length transaction, the grant of an Award, the making of a Purchase of
Common Stock for less than is fair market value, the making, of a Disqualifying
Disposition (as defined in paragraph 18), the vesting or transfer of restricted
stock or securities acquired on the exercise of an Option hereunder, or the
making of a distribution or other payment with respect to such stock or
securities, the Company may withhold taxes in respect of amounts that constitute
compensation includible in gross income.  The Board in its discretion may
condition (i) the exercise of an Option, (ii) the transfer of a Non-Qualified
Stock Option, (iii) the grant of an Award, (iv) the making of a Purchase of
Common Stock for less than its fair market value, or (v) the vesting or
transferability of restricted stock or securities acquired by exercising an
Option, on the grantee's making satisfactory arrangement for such withholding.
Such arrangement may include payment

                                       8
<PAGE>

by the grantee in cash or by check of the amount of the withholding, taxes or,
at the discretion of the Board, by the grantee's delivery of previously held
shares of Common Stock or the withholding from the shares of Common Stock other-
wise deliverable upon exercise of an Option shares having an aggregate fair
market value equal to the amount of such withholding taxes.

     20.  Governmental Regulation.  The Company's obligation to sell and deliver
          -----------------------
shares of the Common Stock under this Plan is subject to the approval of any
governmental authority required in connection with the authorization, issuance
or sale of such shares.

     Government regulations may impose reporting or other obligations on the
Company with respect to the Plan. For example, the Company my be required to
send tax information statements to employees and former employees that exercise
ISOs under the Plan, and the Company may be required to file tax information
returns reporting the income received by grantees of Options in connection with
the Plan.

     21.  Governing Law.  The validity and construction of the Plan and the
          -------------
instruments evidencing Stock Rights shall be governed by the laws of the State
of Delaware, or the laws of any jurisdiction in which the Company is or its
successors in interest may be organized.

                                       9
<PAGE>

                            Register of Amendments
                            to the 1997 Stock Plan

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------
       Date of Board of
       Directors Action           Section Affected                        Change
       ----------------           ----------------                        ------
----------------------------------------------------------------------------------------
<S>                        <C>                                <C>
January 12, 1999           Second sentence of Paragraph 4     "1,500,000" is changed to
                                                              "2,100,000"
----------------------------------------------------------------------------------------
February 1, 1999           Second sentence of Paragraph 4     "2,100,000" is changed to
                                                              "3,500,000"
----------------------------------------------------------------------------------------
August 25, 1999            Second sentence of Paragraph 4     "3,500,000" is changed to
                                                              "4,500,000"
----------------------------------------------------------------------------------------

December 2, 1999           Second sentence of Paragraph 4     "4,500,000" is changed to
                                                              "7,500,000"
----------------------------------------------------------------------------------------
March 30, 2000             Second sentence of Paragraph 4     "7,500,000" is changed to
                                                              "9,150,000"
----------------------------------------------------------------------------------------
</TABLE>

                                       10