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                                                                    EXHIBIT 10.6



                             PROTOCOL HOLDINGS, INC.
                             2000 STOCK OPTION PLAN
                            (As Amended and Restated
                                April 13, 2000)


                                    ARTICLE I

                        PURPOSE AND ADOPTION OF THE PLAN

         1.01 PURPOSE. The purpose of the Protocol Holdings, Inc. 2000 Stock
Option Plan (hereinafter referred to as the "Plan") is to assist the Company in
attracting and retaining highly competent employees and to act as an incentive
in motivating selected officers and other key employees of the Company, and
directors and consultants of the Company, to achieve long-term corporate
objectives.

         1.02 ADOPTION AND TERM. The Plan was approved by the Board of Directors
and the Shareholders of Protocol Holdings, Inc. on December 1, 1999 (the
"Effective Date") and shall remain in effect until terminated by action of the
Board; provided, however, that no Option may be granted hereunder after the
tenth anniversary of the Effective Date.


                                   ARTICLE II

                                   DEFINITIONS

         For the purpose of this Plan, the following capitalized terms shall
have the following meanings:

         2.01 BENEFICIARY means an individual, trust or estate who or which, by
a written designation of the Participant filed with the Company or by operation
of law, succeeds to the rights and obligations of the Participant under the Plan
and the Option Agreement upon the Participant's death.

         2.02 BOARD means the Board of Directors of the Company.

         2.03 CHANGE IN CONTROL means the acquisition of "beneficial ownership"
by any "person" or "group" other than the holders of the Company's Series B
Convertible Preferred Stock or their "affiliates," of voting stock of the
Company representing more than 50% of the voting power of all outstanding shares
of such voting stock, whether by way of merger or consolidation or otherwise,
other than by way of a transaction in which the purchase price of the stock is
at least $18.9365 per share.

               For purposes of Section 2.03, (i) the terms "person" and "group"
shall have the meaning set forth in Section 13(d)(3) of the Exchange Act,
whether or not applicable, (ii) the term "beneficial owner" shall have the
meaning set forth in Rules 13d-3 and 13d-5 under the Exchange Act, whether or
not applicable, except that a person shall be deemed to have "beneficial
ownership" of all shares that any such person has the right to acquire, whether
such right is exercisable immediately or only after the passage of time or upon
the occurrence of certain events, (iii) any "person" or "group" will be deemed
to beneficially own any voting stock of the Company so long as such person or
group beneficially owns, directly or indirectly, in the aggregate a majority of
the voting stock of a registered holder of the voting stock of the Company and
(iv) the term "affiliate" shall have the meaning set forth in Section 405 of the
Securities Act
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of 1933, and in the case of a holder of the Company's Series B Convertible
Preferred Stock that is a partnership shall include its partners (including
limited partners), and in the case of a holder of the Company's Series B
Convertible Preferred Stock that is an individual shall include the spouse and
lineal descendants of such a holder, and any trust or trusts for the benefit of
such holder, spouse, or lineal descendants.

         2.04 CODE means the Internal Revenue Code of 1986, as amended.
References to a section of the Code shall include that section and any
comparable section or sections of any future legislation that amends,
supplements or supersedes said section.

         2.05 COMMITTEE means the Committee defined in Section 3.01.

         2.06 COMPANY means Protocol Holdings, Inc., a Delaware corporation, its
subsidiaries (within the meaning of Section 424(f) of the Code) and any
successors thereto.

         2.07 COMMON STOCK means Common Stock of the Company, par value $.001
per share.

         2.08 DATE OF GRANT means the date designated by the Committee as the
date as of which it grants an Option, which shall not be earlier than the date
on which the Committee approves the granting of such Option.

         2.09 EXCHANGE ACT means the Securities Exchange Act of 1934, as
amended.

         2.10 FAIR MARKET VALUE means, as of any applicable date, the fair
market value of the Common Stock as determined by the Board based upon such
evidence as it may think necessary or desirable.

         2.11 INCENTIVE STOCK OPTION means a stock option within the meaning of
Section 422 of the Code.

         2.12 MERGER means any merger, reorganization, consolidation, share
exchange, transfer of assets or other transaction having similar effect
involving the Company.

         2.13 NONSTATUTORY STOCK OPTION means a stock option which is not an
Incentive Stock Option.

         2.14 OPTION AGREEMENT means a written agreement between the Company and
a Participant specifically setting forth the terms and conditions of an Option
granted under the Plan substantially in the form of Exhibit A attached hereto.

         2.15 OPTION PRICE, with respect to Options, shall have the meaning set
forth in Section 6.01(b).

         2.16 OPTION TERM means, with respect to an Option, the period set forth
in the Option Agreement during which the Option may be exercised.

         2.17 OPTIONS means all Nonstatutory Stock Options and Incentive Stock
Options granted at any time under the Plan.

         2.18 PARTICIPANT means a person designated to receive an Option under
the Plan in accordance with Section 5.01.

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         2.19 PLAN means the Protocol Holdings, Inc. 2000 Stock Option Plan as
described herein, as the same may be amended from time to time.

         2.20 QUALIFIED PUBLIC OFFERING means a public offering of the Company's
securities at a purchase price equal to or greater than $18.9365 per share
(appropriately adjusted, in the Committee's discretion, for any stock splits,
combinations or stock dividends).

         2.21 TEN PERCENT SHAREHOLDER means any individual who, at the time the
Option is granted, owns stock possessing more than 10 percent of the total
combined voting power of all classes of stock of the Company.


                                   ARTICLE III

                                 ADMINISTRATION

         3.01 COMMITTEE. The Plan shall be administered by the Board or, in the
discretion of the Board, by a Committee of the Board (the "Committee") comprised
of one or more persons. The Board or Committee shall have exclusive and final
authority in each determination, interpretation or other action affecting the
Plan and its Participants. The Board or Committee shall have the sole
discretionary authority to interpret the Plan, to establish and modify
administrative rules for the Plan, to impose such conditions and restrictions on
Options as it determines appropriate, and to take such steps in connection with
the Plan and Options granted hereunder as it may deem necessary or advisable.
The Board or Committee may delegate such of its powers and authority under the
Plan as it deems appropriate to designated officers or employees of the Company.
In the event of such delegation of authority or exercise of authority by the
Board or Committee, references in the Plan to the Committee shall be deemed to
refer to the delegate of the Board or the Committee as the case may be. For
purposes of this Plan, references to the Committee shall be deemed references to
the Board to the extent that the Board has not appointed a Committee to
administer the Plan.


                                   ARTICLE IV

                                     SHARES

         4.01 NUMBER OF SHARES ISSUABLE. The maximum number of shares initially
authorized to be issued under the Plan shall be 1,000,000 shares of Common
Stock. The number of shares available for issuance under the Plan shall be
further subject to adjustment in accordance with Section 7.06. The shares to be
offered under the Plan shall be authorized and unissued Common Stock, or issued
Common Stock which shall have been reacquired by the Company.

         4.02 SHARES SUBJECT TO TERMINATED OPTIONS. Common Stock covered by any
unexercised portions of terminated Options (including canceled Options) granted
under Article VI and Common Stock subject to any Options which are otherwise
surrendered by the Participant may again be subject to new Options under the
Plan.

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                                    ARTICLE V

                                  PARTICIPATION

         5.01 ELIGIBLE PARTICIPANTS. Participants in the Plan shall be such
officers, key employees, directors and consultants of the Company as the
Committee, in its sole discretion, may designate from time to time. The
Committee's designation of a Participant in any year shall not require the
Committee to designate such person to receive Options or grants in any other
year. The Committee shall consider such factors as it deems pertinent in
selecting Participants and in determining the type and amount of their
respective Options.


                                   ARTICLE VI

                                  STOCK OPTIONS

6.01 OPTION AWARDS.

         (a) GENERAL. The Committee may grant, to such Participants as the
Committee may select, Options entitling the Participant to purchase shares of
Common Stock from the Company in such number, at such price, and on such terms
and subject to such conditions, not inconsistent with the terms of this Plan, as
may be established by the Committee. The terms of any Option granted under this
Plan shall be set forth in an Option Agreement.

         (b) PURCHASE PRICE OF OPTIONS. The Option Price of each share of Common
Stock which may be purchased upon exercise of any Option granted under the Plan
shall be determined by the Committee; provided, however, that (i) with respect
to Incentive Stock Options, the Option Price per share shall in all cases be
equal to or greater than the Fair Market Value of a share of Common Stock on the
Date of Grant as required under Section 422 of the Code, and (ii) with respect
to any Incentive Stock Option granted to any Ten Percent Shareholder, the Option
Price per share shall in all cases be equal to or greater than 110 percent of
the Fair Market Value of a share of Common Stock on the Date of Grant as
required under Section 422 of the Code.

         (c) DESIGNATION OF OPTIONS. Except as otherwise expressly provided in
the Plan, the Committee may designate, at the time of the grant of each Option,
the Option as an Incentive Stock Option or a Nonstatutory Stock Option.

         (d) INCENTIVE STOCK OPTION SHARE LIMITATION. No Participant may be
granted Incentive Stock Options under the Plan (or any other plans of the
Company) which would result in shares with an aggregate Fair Market Value
(measured on the Date of Grant) of more than $100,000 first becoming exercisable
in any one calendar year.

         (e) RIGHTS AS A SHAREHOLDER. A Participant or a transferee of an Option
pursuant to Section 7.04 shall have no rights as a shareholder with respect to
Common Stock covered by an Option until the Participant or transferee shall have
become the holder of record of any such shares, and no adjustment shall be made
for dividends in cash or other property or distributions or other rights with
respect to any such Common Stock for which the record date is prior to the date
on which the Participant or a transferee of the Option shall have become the
holder of record of any such shares covered by the Option; provided, however,
that Participants are entitled to share adjustments to reflect capital changes
under Section 7.06.

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         6.02 TERMS OF STOCK OPTIONS.

         (a) CONDITIONS ON EXERCISE. An Option Agreement with respect to Options
may contain such waiting periods, exercise dates and restrictions on exercise
(including, but not limited to, periodic installments) as may be determined by
the Committee as of the Date of Grant.

         (b) DURATION OF OPTIONS. Options shall terminate after the first to
occur of the following events:

                  (i) Expiration of the Option as provided in the Option
         Agreement;

                  (ii) Termination of the Option as provided in Section 6.03,
         following the Participant's termination of employment; or

                  (iii) Ten years from the Date of Grant (five years from the
         Date of Grant in the case of any Incentive Stock Option granted to a
         Ten Percent Shareholder).

         (c) VESTING OF OPTIONS. Granted Options shall vest in equal increments
over four years beginning on the first anniversary of the Date of Grant.

         (d) AUTOMATIC ACCELERATION. All unvested Options will vest
automatically upon a Change of Control or a Qualified Public Offering.

         (e) PERMISSIVE ACCELERATION. The Committee, in its sole discretion,
shall have the right, exercisable at any time (including after the Date of
Grant) to permit the acceleration of the vesting of Options, including, but not
to limited, cases involving the termination of employment of any Optionee.

         (f) ACCELERATION OF EXERCISE TIME. The Committee, in its sole
discretion, shall have the right (but shall not in any case be obligated),
exercisable at any time after the Date of Grant, to permit the exercise of any
Option prior to the time such Option would otherwise become exercisable under
the terms of the Option Agreement.

         (g) EXTENSION OF EXERCISE TIME. The Committee, in its sole discretion,
shall have the right (but shall not in any case be obligated), exercisable on or
at any time after the Date of Grant, to permit any Option granted under this
Plan to be exercised after its expiration date, subject, however, to the
limitation described in Section 6.02(b)(iii).

         6.03 EXERCISE OF OPTIONS UPON TERMINATION OF EMPLOYMENT. If the
Optionee's employment with the Company terminates during the Option Term for any
reason, the Options, to the extent vested as of the date of such termination,
together with any other Options designated in writing by the Committee, shall
terminate, and shall be exercisable prior to, the earlier of forty-five (45)
days of the date of termination or the last day of the Option Term. Any Options
that were not vested prior to the date of such termination and do not become
vested pursuant to the immediately preceding sentence shall terminate as of the
date of such termination and shall not be exercisable at any time thereafter.
For purposes of this Section 6.03, termination of employment with respect to a
Participant who is a director or consultant and who is not otherwise

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an employee of the Company shall mean voluntary or involuntary termination of
Board service or the consulting relationship, as the case may be, for any
reason.

         6.04 EXERCISE PROCEDURES. Each Option granted under the Plan shall be
exercised by written notice to the Company which must be received by the officer
or employee of the Company designated in the Option Agreement on or before the
close of business on the expiration date of the Option. The Option Price of
shares purchased upon exercise of an Option granted under the Plan shall be paid
in full in cash by the Participant pursuant to the Option Agreement; provided,
however, that the Committee may (but shall not be required to) permit payment to
be made by delivery to the Company of either (a) Common Stock (which may include
shares otherwise issuable in connection with the exercise of the Option, subject
to such rules as the Committee deems appropriate), (b) any combination of cash
and Common Stock, or (c) such other consideration as the Committee deems
appropriate. In the event that any Common Stock shall be transferred to the
Company to satisfy all or any part of the Option Price, the part of the Option
Price deemed to have been satisfied by such transfer of Common Stock shall be
equal to the product derived by multiplying the Fair Market Value of a share of
Common Stock as of the date of exercise times the number of shares of Common
Stock transferred to the Company. The Participant may not transfer to the
Company in satisfaction of the Option Price any fractional share of Common
Stock. Any part of the Option Price paid in cash upon the exercise of any Option
shall be added to the general funds of the Company and may be used for any
proper corporate purpose. Unless the Committee shall otherwise determine, any
Common Stock transferred to the Company as payment of all or part of the Option
Price upon the exercise of any Option shall be held as treasury shares.


                                   ARTICLE VII

                                  MISCELLANEOUS

         7.01 PLAN PROVISIONS CONTROL OPTION TERMS. The terms of the Plan shall
govern all Options granted under the Plan, and in no event shall the Committee
have the power to grant any Option under the Plan which is contrary to any of
the provisions of the Plan. In the event any provision of any Options granted
under the Plan shall conflict with any term in the Plan as constituted on the
Date of Grant of such Option, the term in the Plan as constituted on the Date of
Grant of such Option shall control. Except as provided in Section 7.03 and
Section 7.06, the terms of any Option granted under the Plan may not be changed
after the Date of Grant of such Option so as to materially decrease the value of
the Option without the express written approval of the holder.

         7.02 OPTION AGREEMENT. No person shall have any rights under any Option
granted under the Plan unless and until the Company and the Participant to whom
such Option shall have been granted shall have executed and delivered an Option
Agreement or received any other Option acknowledgment authorized by the
Committee expressly granting the Option to such person and containing provisions
setting forth the terms of the Option.

         7.03 MODIFICATION OF OPTION AFTER GRANT. No Option granted under the
Plan to a Participant may be modified (unless such modification does not
materially decrease the value of the Option) after the Date of Grant except by
express written agreement between the Company and the Participant, provided that
any such change (a) shall not be inconsistent with the terms of the Plan, and
(b) shall be approved by the Committee.

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         7.04 LIMITATION ON TRANSFER. A Participant's rights and interest under
the Plan may not be assigned or transferred other than by will or the laws of
descent and distribution, and during the lifetime of a Participant, only the
Participant personally (or the Participant's personal representative) may
exercise rights under the Plan. The Participant's Beneficiary may exercise the
Participant's rights to the extent they are exercisable under the Plan following
the death of the Participant.

         7.05 TAXES. The Company shall be entitled, if the Committee deems it
necessary or desirable, to withhold (or secure payment from the Participant in
lieu of withholding) the amount of any withholding or other tax required by law
to be withheld or paid by the Company with respect to any amount payable and/or
shares issuable with respect to such Participant's Option, or with respect to
any income recognized upon a disqualifying disposition of shares received
pursuant to the exercise of an Incentive Stock Option, and the Company may defer
payment or issuance of shares upon exercise of an Option unless indemnified to
its satisfaction against any liability for any such tax. The amount of such
withholding or tax payment shall be determined by the Committee and shall be
payable by the Participant at such time as the Committee determines. The
Participant shall meet his or her withholding requirement by direct payment to
the Company in cash of the amount of any taxes required to be withheld with
respect to such Option; provided, however, that the Committee may (but shall not
be required to) permit the Participant to meet his or her withholding
requirement by (i) having withheld from such Option at the appropriate time that
number of shares of Common Stock, rounded up to the next whole share, whose Fair
Market Value is equal to the amount of withholding taxes due, or (ii) a
combination of shares and cash.

         7.06 ADJUSTMENTS TO REFLECT CAPITAL CHANGES.

                  (a) RECAPITALIZATION. The number and kind of shares subject to
         outstanding Options, the Option Price for such shares, the number and
         kind of shares available for Options subsequently granted under the
         Plan and the maximum number of shares in respect of which Options can
         be made to any Participant in any calendar year shall be appropriately
         adjusted to reflect any stock dividend, stock split, combination or
         exchange of shares, merger, consolidation or other change in
         capitalization with a similar substantive effect upon the Plan or the
         Options granted under the Plan. The Committee shall have the power and
         sole discretion to determine the amount of the adjustment to be made in
         each case.

                  (b) MERGER. In the event of a Merger in which the Company is
         not the surviving corporation or pursuant to which a majority of the
         shares which are of the same class as the shares that are subject to
         outstanding Options are exchanged for, or converted into, or otherwise
         become shares of another corporation or other consideration, the
         Committee shall have the sole discretion to determine that (i) the
         surviving, continuing, successor or purchasing corporation, as the case
         may be (the "Acquiring Corporation"), will either assume the Company's
         rights and obligations under outstanding Option Agreements or
         substitute options in respect of the Acquiring Corporation's stock for
         outstanding Options or (ii) the outstanding Options shall be canceled
         in exchange for such consideration as the Committee shall approve
         (based on the value of the consideration received in the Merger by
         holders of the same class of shares that are subject to outstanding
         Options).

                  (c) OPTIONS TO PURCHASE SHARES OF STOCK OF ACQUIRED COMPANIES.
         After any Merger in which the Company shall be a surviving corporation,
         the Committee may grant substituted options under the provisions of the
         Plan, pursuant to Section 424 of the Code,

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         replacing old options granted under a plan of another party to the
         Merger whose shares or stock subject to the old options may no longer
         be issued following the Merger. The foregoing adjustments and manner of
         application of the foregoing provisions shall be determined by the
         Committee in its sole discretion. Any such adjustments may provide for
         the elimination of any fractional shares which might otherwise become
         subject to any Options.

         7.07 NO RIGHT TO EMPLOYMENT. No employee or other person shall have any
claim of right to be granted an Option under this Plan. Neither the Plan nor any
action taken hereunder shall be construed as giving any employee any right to be
retained in the employ of the Company.

         7.08 OPTIONS NOT INCLUDABLE FOR BENEFIT PURPOSES. Common Stock received
by a Participant pursuant to the provisions of the Plan shall not be included in
the determination of benefits under any pension, group insurance or other
benefit plan applicable to the Participant which is maintained by the Company,
except as may be provided under the terms of such plans or determined by the
Board.

         7.09 GOVERNING LAW. All determinations made and actions taken pursuant
to the Plan shall be governed by the laws of the State of Delaware and construed
in accordance therewith.

         7.10 NO STRICT CONSTRUCTION. No rule of strict construction shall be
implied against the Company, the Board, the Committee, or any other person in
the interpretation of any of the terms of the Plan, any Option granted under the
Plan or any rule or procedure established by the Committee.

         7.11 CAPTIONS. The captions (i.e., all Section headings) used in the
Plan are for convenience only, do not constitute a part of the Plan, and shall
not be deemed to limit, characterize or affect in any way any provisions of the
Plan, and all provisions of the Plan shall be construed as if no captions have
been used in the Plan.

         7.12 SEVERABILITY. Whenever possible, each provision in the Plan and
every Option at any time granted under the Plan shall be interpreted in such
manner as to be effective and valid under applicable law, but if any provision
of the Plan or any Option at any time granted under the Plan shall be held to be
prohibited by or invalid under applicable law, then (a) such provision shall be
deemed amended to accomplish the objectives of the provision as originally
written to the fullest extent permitted by law and (b) all other provisions of
the Plan and every other Option at any time granted under the Plan shall remain
in full force and effect.

         7.13 AMENDMENT AND TERMINATION.

                  (a) AMENDMENT. The Board shall have complete power and
         authority to amend the Plan at any time. No termination or amendment of
         the Plan may, without the consent of the Participant to whom any Option
         shall theretofore have been granted under the Plan, adversely affect
         the right of such individual under such Option.

                  (b) TERMINATION. The Board shall have the right and the power
         to terminate the Plan at any time. No Option shall be granted under the
         Plan after the termination of the Plan, but the termination of the Plan
         shall not have any other effect and any Option outstanding at the time
         of the termination of the Plan may be exercised after termination of
         the Plan at any time prior to the expiration date of such Option to the
         same extent such Option would have been exercisable had the Plan not
         terminated.

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         7.14 INITIAL PUBLIC OFFERING. As a condition of participation under
this Plan, each participant shall be obligated to cooperate with the Company and
the underwriters in connection with any public offering of the company's
securities and any transactions relating thereto and shall execute and deliver
such agreements and documents, including without limitation, a lock-up
agreement, as may be requested by the Company or the underwriters. The
Participants' obligations under this Section 7.14 shall apply to any shares of
Common Stock issued under the Plan as well as to any and all other securities of
the Company or its successor for which such Common Stock may be exchanged or
into which such Common Stock may be converted.

         7.15 FILING OF REGISTRATION STATEMENT. In the event the Company becomes
eligible to file a registration statement on Form S-8 of the Securities and
Exchange Commission, then, as soon as practicable thereafter, the Company shall
file a registration statement on such Form with respect to shares of Common
Stock issued under the Plan.

         7.16 APPLICABILITY OF STOCKHOLDERS' AGREEMENT. Stock purchased pursuant
to grants of Options hereunder shall be subject to the terms of the
stockholders' agreement in effect on the date of adoption of the Plan, and as it
may be amended from time to time, or any successor agreement among the Company
and its shareholders. No certificates evidencing such stock shall be delivered
until the owner thereof has evidenced his acceptance of such stockholders'
agreement and any and all provisions thereof in writing. Certificates shall be
endorsed with appropriate notice of applicability of the stockholders'
agreement.


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