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                                                                 EXHIBIT 10.10



                                    @PLAN.INC

                    1999 STOCK OPTION PLAN FOR NEW EMPLOYEES


SECTION 1.  PURPOSE; DEFINITIONS.

        The purpose of the @plan.inc 1999 Stock Option Plan for New Employees
(the "Plan") is to enable @plan.inc (the "Corporation") to attract persons not
previously employed by the Corporation and to offer equity interests in the
Corporation as an inducement essential to the person's entering an employment
contract with the Corporation. The creation of the Plan shall not diminish or
prejudice other compensation programs approved from time to time by the Board.

        For purposes of the Plan, the following terms shall be defined as set
forth below:

        A. "Affiliate" means any entity other than the Corporation and its
Subsidiaries that is designated by the Board as a participating employer under
the Plan, provided that the Corporation directly or indirectly owns at least 20%
of the combined voting power of all classes of stock of such entity or at least
20% of the ownership interests in such entity.

        B. "Board" means the Board of Directors of the Corporation.

        C. "Cause" has the meaning provided in Section 5(j) of the Plan.

        D. "Change in Control" has the meaning provided in Section 6(b) of the
Plan.

        E. "Change in Control Price" has the meaning provided in Section 6(d) of
the Plan.

        F. "Common Stock" means the Corporation's Common Stock, no par value per
share.

        G. "Code" means the Internal Revenue Code of 1986, as amended from time
to time, and any successor thereto.

        H. "Committee" means the Committee referred to in Section 2 of the Plan.

        I. "Corporation" means @plan.inc, a corporation organized under the laws
of the State of Tennessee, or any successor corporation.

        J. "Disability" means disability as determined under the Corporation's
insurance plans.

        K. "Early Retirement" means retirement, for purposes of this Plan with
the express consent of the Corporation at or before the time of such retirement,
from active employment with the Corporation and any Subsidiary or Affiliate
prior to age 65, in accordance with any applicable early retirement policy of
the Corporation then in effect or as may be approved by the Committee.

        L. "Effective Date" has the meaning provided in Section 10 of the Plan.


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        M. "Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time, and any successor thereto.

        N. "Fair Market Value" means with respect to the Common Stock, as of any
given date or dates, unless otherwise determined by the Committee in good faith,
the reported closing price of a share of Common Stock on Nasdaq or such other
market or exchange as is the principal trading market for the Common Stock, or,
if no such sale of a share of Common Stock is reported on Nasdaq or other
exchange or principal trading market on such date, the fair market value of a
share of Common Stock as determined by the Committee in good faith.

        O. "Immediate Family" means any child, stepchild, grandchild, parent,
stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law,
son-in-law, daughter-in-law, brother-in-law, or sister-in-law, and shall include
adoptive relationships.

        P. "Nasdaq" means The Nasdaq National Stock Market.

        Q. "Non-Qualified Stock Option" means any stock option granted pursuant
to Section 5 hereof that is not an incentive stock option within the meaning of
Section 422 of the Code

        R. "Normal Retirement" means retirement from active employment with the
Corporation and any Subsidiary or Affiliate on or after age 65.

        S. "Plan" means this @plan.inc 1999 Stock Option Plan for New Employees,
as amended from time to time.

        T. "Retirement" means Normal or Early Retirement.

        U. "Subsidiary" means any corporation (other than the Corporation) in an
unbroken chain of corporations beginning with the Corporation if each of the
corporations (other than the last corporation in the unbroken chain) owns stock
possessing 50% or more of the total combined voting power of all classes of
stock in one of the other corporations in the chain.

SECTION 2.  ADMINISTRATION.

        The Plan shall be administered by a Committee of not less than two
Non-Employee Directors, who shall be appointed by the Board and who shall serve
at the pleasure of the Board. The functions of the Committee specified in the
Plan may be exercised by an existing Committee of the Board composed exclusively
of Non-Employee Directors. The initial Committee shall be the Compensation
Committee of the Board. In the event there are not at least two Non-Employee
Directors on the Board, the Plan shall be administered by the Board and all
references herein to the Committee shall refer to the Board.




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        The Committee shall have authority to grant, pursuant to the terms of
the Plan, Non-Qualified Stock Options to new employees of the Corporation.

        In particular, the Committee, or the Board, as the case may be, shall
have the authority, consistent with the terms of the Plan:

               (a) to select the new employees of the Corporation and its
        Subsidiaries and Affiliates to whom Non-Qualified Stock Options, may
        from time to time be granted hereunder;

               (b) to determine whether and to what extent Non-Qualified Stock
        Options are to be granted hereunder to one or more eligible persons;

               (c) to determine the number of shares to be covered by each such
        award granted hereunder;

               (d) to determine the terms and conditions, not inconsistent with
        the terms of the Plan, of any award granted hereunder (including, but
        not limited to, the share price and any restriction or limitation, or
        any vesting acceleration or waiver of forfeiture restrictions regarding
        any Non-Qualified Stock Option and/or the shares of Common Stock
        relating thereto, based in each case on such factors as the Committee
        shall determine, in its sole discretion); and to amend or waive any such
        terms and conditions to the extent permitted by Section 7 hereof;

               (e) to determine whether and under what circumstances a
        Non-Qualified Stock Option may be settled in cash instead of Common
        Stock;

               (f) to determine whether, to what extent, and under what
        circumstances NonQualified Stock Option grants under the Plan are to be
        made, and operate, on a tandem basis vis-a-vis cash awards made outside
        of the Plan;

               (g) to determine whether, to what extent, and under what
        circumstances shares of Common Stock and other amounts payable with
        respect to an award under this Plan shall be deferred either
        automatically or at the election of the participant (including providing
        for and determining the amount (if any) of any deemed earnings on any
        deferred amount during any deferral period);

               (h) to determine whether to require payment of tax withholding
        requirements in shares of Common Stock subject to the award; and

               (i) to impose any holding period required to satisfy Section 16
        under the Exchange Act.



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        The Committee shall have the authority to adopt, alter, and repeal such
rules, guidelines, and practices governing the Plan as it shall, from time to
time, deem advisable; to interpret and construe the terms and provisions of the
Plan and any award issued under the Plan (and any agreements relating thereto);
and to otherwise supervise the administration of the Plan; provided, however,
that, to the extent that this Plan otherwise requires the approval of the Board
or the shareholders of the Corporation, all decisions of the Committee shall be
subject to such Board or shareholder approval. Subject to the foregoing, all
decisions made by the Committee pursuant to the provisions of the Plan shall be
made in the Committee's sole discretion and shall be final and binding on all
persons, including the Corporation and Plan participants.

SECTION 3.  SHARES OF COMMON STOCK SUBJECT TO PLAN.

        (a) As of the Effective Date, the aggregate number of shares of Common
Stock that may be issued under the Plan shall be 400,000 shares. The shares of
Common Stock issuable under the Plan may consist, in whole or in part, of
authorized and unissued shares or treasury shares.

        (b) If any shares of Common Stock that have been optioned cease to be
subject to a NonQualified Stock Option or any such award otherwise terminates
without a payment being made to the participant in the form of Common Stock,
such shares shall again be available for distribution in connection with future
awards under the Plan.

        (c) In the event of any merger, reorganization, consolidation,
recapitalization, extraordinary cash dividend, stock dividend, stock split or
other change in corporate structure affecting the Common Stock, an appropriate
substitution or adjustment shall be made in the maximum number of shares that
may be awarded under the Plan and in the number and option price of shares
subject to outstanding Non-Qualified Options granted under the Plan provided
that the number of shares subject to any award shall always be a whole number.

SECTION 4.  ELIGIBILITY.

        New employees are eligible to be granted awards under the Plan as an
inducement essential to their entering into an employment contract with the
Corporation.

SECTION 5.  NON-QUALIFIED STOCK OPTIONS.

        Non-Qualified Stock Options may be granted alone, in addition to, or in
tandem with cash awards made outside of the Plan. Any Non-Qualified Stock Option
granted under the Plan shall be in such form as the Committee may from time to
time approve.



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        Non-Qualified Stock Options granted to new employees under the Plan
shall be subject to the following terms and conditions and shall contain such
additional terms and conditions, not inconsistent with the terms of the Plan, as
the Committee shall deem desirable.

               (a) Option Price. The option price per share of Common Stock
        purchasable under a Non-Qualified Stock Option shall be determined by
        the Committee at the time of grant.

               (b) Option Term. The term of each Non-Qualified Stock Option
        shall be fixed by the Committee.

               (c) Exercisability. Non-Qualified Stock Options shall be
        exercisable at such time or times and subject to such terms and
        conditions as shall be determined by the Committee at or after grant.
        The Committee may provide that a Non-Qualified Stock Option shall vest
        over a period of future service at a rate specified at the time of
        grant, or that the Non-Qualified Stock Option shall be exercisable only
        in installments. If the Committee provides, in its sole discretion, that
        any Non-Qualified Stock Option is exercisable only in installments, the
        Committee may waive such installment exercise provisions at any time at
        or after grant, in whole or in part, based on such factors as the
        Committee shall determine in its sole discretion.

               (d) Method of Exercise. Subject to whatever installment exercise
        restrictions apply under Section 5(c), Non-Qualified Stock Options may
        be exercised in whole or in part at any time during the option period,
        by giving written notice of exercise to the Corporation specifying the
        number of shares to be purchased. Such notice shall be accompanied by
        payment in full of the purchase price, either by check or such other
        instrument as the Committee may accept. As determined by the Committee,
        in its sole discretion, at or after grant, payment in full or in part
        may also be made in the form of shares of Common Stock already owned by
        the optionee valued at the Fair Market Value of the Common Stock on the
        date the Non-Qualified Stock Option is exercised. If payment of the
        exercise price is made in part or in full with Common Stock, the
        Committee may award to the employee a new Non-Qualified Stock Option to
        replace the Common Stock which was surrendered. No shares of Common
        Stock shall be issued until full payment therefor has been made. An
        optionee shall generally have the rights to dividends or other rights of
        a shareholder with respect to shares subject to the Non-Qualified Stock
        Option when the optionee has given written notice of exercise and has
        paid in full for such shares.

               (e) Transferability of Options. No Non-Qualified Stock Option
        shall be transferable by the optionee without the prior written consent
        of the Committee other than (i) transfers by the Optionee to a member of
        his or her Immediate Family or a trust for the benefit of the optionee
        or a member of his or her Immediate Family, or (ii) transfers by will or
        by the laws of descent and distribution.



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               (f) Bonus for Taxes. In the case of a Non-Qualified Stock Option,
        the Committee in its discretion may award at the time of grant or
        thereafter the right to receive upon exercise of such Non-Qualified
        Stock Option a cash bonus calculated to pay part or all of the federal
        and, if any, state income tax incurred by the optionee upon such
        exercise.

               (g) Termination by Death. If an optionee's employment by the
        Corporation and any Subsidiary or Affiliate terminates by reason of
        death, any Non-Qualified Stock Option held by such optionee may
        thereafter be exercised, to the extent such option was exercisable at
        the time of death or on such accelerated basis as the Committee may
        determine at or after grant (or as may be determined in accordance with
        procedures established by the Committee) by the legal representative of
        the estate or by the legatee of the optionee under the will of the
        optionee, for a period of one year (or such other period as the
        Committee may specify at or after grant) from the date of such death or
        until the expiration of the stated term of such Non-Qualified Stock
        Option, whichever period is the shorter.

               (h) Termination by Reason of Disability. If an optionee's
        employment by the Corporation and any Subsidiary or Affiliate terminates
        by reason of Disability, any NonQualified Stock Option held by such
        optionee may thereafter be exercised by the optionee, to the extent it
        was exercisable at the time of termination or on such accelerated basis
        as the Committee may determine at or after grant (or as may be
        determined in accordance with procedures established by the Committee),
        for a period of three years (or such other period as the Committee may
        specify at or after grant) from the date of such termination of
        employment or until the expiration of the stated term of such
        Non-Qualified Stock Option, whichever period is the shorter, provided
        however, that, if the optionee dies within the period specified above
        (or other such period as the committee shall specify at or after grant),
        any unexercised Non-Qualified Stock Option held by such optionee shall
        thereafter be exercisable to the extent to which it was exercisable at
        the time of death for a period of twelve months (or other such period as
        the Committee shall specify at or after grant) from the date of such
        death or until the expiration of the stated term of such Non-Qualified
        Stock Option, whichever period is shorter.

               (i) Termination by Reason of Retirement. If an optionee's
        employment by the Corporation and any Subsidiary or Affiliate terminates
        by reason of Normal or Early Retirement, any Non-Qualified Stock Option
        held by such optionee may thereafter be exercised by the optionee, to
        the extent it was exercisable at the time of such Retirement or on such
        accelerated basis as the Committee may determine at or after grant or,
        as may be determined in accordance with procedures established by the
        Committee, for a period of three years (or such other period as the
        Committee may specify at or after grant) from the date of such
        termination of employment or the expiration of the stated term of such
        NonQualified Stock Option, whichever period is the shorter; provided
        however, that, if the optionee dies within the period specified above
        (or other such period as the Committee shall specify at or after grant),
        any unexercised Non-Qualified Stock Option held by such optionee shall
        thereafter be exercisable to the extent to which it was exercisable at
        the time of death




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        for a period of twelve months (or other such period as the Committee
        shall specify at or after grant) from the date of such death or until
        the expiration of the stated term of such Non-Qualified Stock Option,
        whichever period is shorter.

               (j) Other Termination. Unless otherwise determined by the
        Committee (or pursuant to procedures established by the Committee) at or
        after grant, if an optionee's employment by the Corporation and any
        Subsidiary or Affiliate is involuntarily terminated for any reason other
        than death, Disability or Normal or Early Retirement, or if optionee
        voluntarily terminates employment, the Non-Qualified Stock Option shall
        thereupon terminate, except that such Non-Qualified Stock Option may be
        exercised, to the extent otherwise then exercisable, for the lesser of
        three months (or other such period as the Committee shall specify at or
        after grant) or the balance of such Non-Qualified Stock Option's term if
        the involuntary termination is without Cause. For purposes of this Plan,
        "Cause" means (i) a felony conviction of a participant or the failure of
        a participant to contest prosecution for a felony, or (ii) a
        participant's willful misconduct or dishonesty, which is directly and
        materially harmful to the business or reputation of the Corporation or
        any Subsidiary or Affiliate. If an optionee voluntarily terminates
        employment with the Corporation and any Subsidiary or Affiliate (except
        for Disability, Normal or Early Retirement), the Non-Qualified Stock
        Option shall thereupon terminate; provided, however, that the Committee
        at grant or thereafter may extend the exercise period in this situation
        for the lesser of three months or the balance of such Non-Qualified
        Stock Option's term.

SECTION 6.  CHANGE IN CONTROL PROVISIONS.

               (a) Impact of Event.  In the event of:

                   (1) a "Change in Control" as defined in Section 6(b); or

                   (2) a "Potential Change in Control" as defined in Section
            6(c), but only if and to the extent so determined by the
            Committee or the Board at or after grant (subject to any right of
            approval expressly reserved by the Committee or the Board at the
            time of such determination),

                   (i) Subject to the limitations set forth below in this
            Section 6(a), any Non-Qualified Stock Option awarded under the Plan
            not previously exercisable and vested shall become fully exercisable
            and vested.

                   (ii) Subject to the limitations set forth below in this
            Section 6(a), the value of all outstanding Non-Qualified Stock
            Options to the extent vested, shall, unless otherwise determined by
            the Board or by the Committee in its sole discretion prior to any
            Change in Control, be cashed out on the basis of the "Change in
            Control Price" as defined in Section 6(d) as of the date such Change
            in Control or such



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            Potential Change in Control is determined to have occurred or such
            other date as the Board or Committee may determine prior to the
            Change in Control.

                   (iii) The Board or the Committee may impose additional
            conditions on the acceleration or valuation of any option in the
            option agreement.

            (b) Definition of Change in Control. For purposes of Section 6(a), a
      "Change in Control" means the happening of any of the following:

                   (i) any person or entity, including a "group" as defined in
            Section 13(d)(3) of the Exchange Act, other than the Corporation or
            a wholly-owned subsidiary thereof or any employee benefit plan of
            the Corporation or any of its Subsidiaries, becomes the beneficial
            owner of the Corporation's securities having 50% or more of the
            combined voting power of the then outstanding securities of the
            Corporation that may be cast for the election of directors of the
            Corporation (other than as a result of an issuance of securities
            initiated by the Corporation in the ordinary course of business); or

                   (ii) as the result of, or in connection with, any cash tender
            or exchange offer, merger or other business combination, sales of
            assets or contested election, or any combination of the foregoing
            transactions, less than a majority of the combined voting power of
            the then outstanding securities of the Corporation or any successor
            corporation or entity entitled to vote generally in the election of
            the directors of the Corporation or such other corporation or entity
            after such transaction are held in the aggregate by the holders of
            the Corporation's securities entitled to vote generally in the
            election of directors of the Corporation immediately prior to such
            transaction; or

                   (iii) during any period of two consecutive years, individuals
            who at the beginning of any such period constitute the Board cease
            for any reason to constitute at least a majority thereof, unless the
            election, or the nomination for election by the Corporation's
            shareholders, of each director of the Corporation first elected
            during such period was approved by a vote of at least two-thirds of
            the directors of the Corporation then still in office who were
            directors of the Corporation at the beginning of any such period.

            (c) Definition of Potential Change in Control. For purposes of
      Section 6(a), a "Potential Change in Control" means the happening of any
      one of the following:

                   (i) The approval by shareholders of an agreement by the
            Corporation, the consummation of which would result in a Change in
            Control of the Corporation as defined in Section 6(b); or



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                   (ii) The acquisition of beneficial ownership, directly or
            indirectly, by any entity, person or group (other than the
            Corporation or a Subsidiary or any Corporation employee benefit plan
            (including any trustee of such plan acting as such trustee)) of
            securities of the Corporation representing 5% or more of the
            combined voting power of the Corporation's outstanding securities
            and the adoption by the Committee of a resolution to the effect that
            a Potential Change in Control of the Corporation has occurred for
            purposes of this Plan.

            (d) Change in Control Price. For purposes of this Section 6, "Change
      in Control Price" means the highest price per share paid in any
      transaction reported on Nasdaq or such other exchange or market as is the
      principal trading market for the Common Stock, or paid or offered in any
      bona fide transaction related to a Potential or actual Change in Control
      of the Corporation at any time during the 60 day period immediately
      preceding the occurrence of the Change in Control (or, where applicable,
      the occurrence of the Potential Change in Control event), in each case as
      determined by the Committee.

SECTION 7. AMENDMENTS AND TERMINATION.

        The Board may at any time amend, alter or discontinue the Plan;
provided, however, that, without the approval of the Corporation's shareholders,
no amendment or alteration may be made which would make any change for which
applicable law or regulatory authority (including the regulatory authority of
Nasdaq or any other market or exchange on which the Common Stock is traded)
would require shareholder approval. No amendment, alteration, or discontinuation
shall be made which would impair the rights of an optionee or participant under
a Non-Qualified Stock Option theretofore granted, without the participant's
consent.

        The Committee may amend the terms of any Non-Qualified Stock Option or
other award theretofore granted, prospectively or retroactively, but, subject to
Section 2 above, no such amendment shall impair the rights of any holder without
the holder's consent. The Committee may also substitute new Non-Qualified Stock
Options for previously granted Non-Qualified Stock Options (on a one for one or
other basis), including previously granted Non-Qualified Stock Options having
higher option exercise prices.

SECTION 8. UNFUNDED STATUS OF PLAN.

        The Plan is intended to constitute an "unfunded" plan for incentive and
deferred compensation. With respect to any payments not yet made to a
participant or optionee by the Corporation, nothing contained herein shall give
any such participant or optionee any rights that are greater than those of a
general creditor of the Corporation. In its sole discretion, however, the
Committee may authorize the creation of trusts or other arrangements to meet the
obligations created under the Plan to deliver Common Stock or payments in lieu
thereof as provided hereunder; provided, however, that no such trust or other
funding arrangement shall be implemented unless the




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Committee determines with the consent of the affected participant that the
existence of such trusts or other arrangements would be consistent with the
"unfunded" status of the Plan.

SECTION 9. GENERAL PROVISIONS.

               (a) All certificates for shares of Common Stock or other
        securities delivered under the Plan shall be subject to such
        stock-transfer orders and other restrictions as the Committee may deem
        advisable under the rules, regulations, and other requirements of the
        Commission, any stock exchange upon which the Common Stock is then
        listed, and any applicable Federal or state securities law, and the
        Committee may cause a legend or legends to be put on any such
        certificates to make appropriate reference to such restrictions.

               (b) Nothing contained in this Plan shall prevent the Board from
        adopting other or additional compensation arrangements, subject to
        shareholder approval if such approval is required; and such arrangements
        may be either generally applicable or applicable only in specific cases.

               (c) The adoption of the Plan shall not confer upon any employee
        of the Corporation or any Subsidiary or Affiliate any right to continued
        employment with the Corporation or a Subsidiary or Affiliate, as the
        case may be, nor shall it interfere in any way with the right of the
        Corporation or a Subsidiary or Affiliate to terminate the employment of
        any of its employees at any time.

               (d) No later than the date as of which an amount first becomes
        includible in the gross income of the participant for Federal income tax
        purposes with respect to any award under the Plan, the participant shall
        pay to the Corporation, or make arrangements satisfactory to the
        Committee regarding the payment of, any Federal, state, or local taxes
        of any kind required by law to be withheld with respect to such amount.
        The Committee may require withholding obligations to be settled with
        Common Stock, including Common Stock that is part of the award that
        gives rise to the withholding requirement. The obligations of the
        Corporation under the Plan shall be conditional on such payment or
        arrangements and the Corporation and its Subsidiaries or Affiliates
        shall, to the extent permitted by law, have the right to deduct any such
        taxes from any payment of any kind otherwise due to the participant.

               (e) The Plan and all awards made and actions taken thereunder
        shall be governed by and construed in accordance with the laws of the
        State of Tennessee.

               (f) The members of the Committee and the Board shall not be
        liable to any employee or other person with respect to any determination
        made hereunder in a manner that is not inconsistent with their legal
        obligations as members of the Board. In addition to such other rights of
        indemnification as they may have as directors or as members of the





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        Committee, the members of the Committee shall be indemnified by the
        Corporation against the reasonable expenses, including attorneys' fees
        actually and necessarily incurred in connection with the defense of any
        action, suit or proceeding, or in connection with any appeal therein, to
        which they or any of them may be a party by reason of any action taken
        or failure to act under or in connection with the Plan or any option
        granted thereunder, and against all amounts paid by them in settlement
        thereof (provided such settlement is approved by independent legal
        counsel selected by the Corporation) or paid by them in satisfaction of
        a judgment in any such action, suit or proceeding, except in relation to
        matters as to which it shall be adjudged in such action, suit or
        proceeding that such Committee member is liable for negligence or
        misconduct in the performance of his duties; provided that within 60
        days after institution of any such action, suit or proceeding, the
        Committee member shall in writing offer the Corporation the opportunity,
        at its own expense, to handle and defend the same.

               (g) The Committee may, at or after grant, condition the receipt
        of any payment in respect of any award or the transfer of any shares
        subject to an award on the satisfaction of a six-month holding period,
        if such holding period is required for compliance with Section 16 under
        the Exchange Act.

SECTION 10. EFFECTIVE DATE OF PLAN.

        The Plan shall be effective October, 1999, (the "Effective Date"),
provided that it has been approved by the Board of the Corporation.

SECTION 11. TERM OF PLAN.

        No Non-Qualified Stock Option shall be granted pursuant to the Plan on
or after the tenth anniversary of the Effective Date of the Plan, but awards
granted prior to such tenth anniversary may be extended beyond that date.




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