EXHIBIT 10.25
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                               RXBAZAAR.COM, INC.

                     2000 STOCK OPTION/RESTRICTED STOCK PLAN
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                               RXBAZAAR.COM, INC.

                     2000 STOCK OPTION/RESTRICTED STOCK PLAN

1.          PURPOSE

            The purpose of this Plan is to enable the Company to attract, retain
and motivate key employees, directors and consultants of particular merit and to
enable key employees and directors of and consultants to RxBazaar.com, Inc. (the
"Company") to (i) own shares of stock in the Company, (ii) participate in the
shareholder value which has been created, and (iii) have a mutuality of interest
with other shareholders.

2.          DEFINITIONS

            For the purposes of the Plan, the following terms shall have the
meanings set forth below:

            2.1. Affiliate means a parent or subsidiary corporation of the
Company, as defined in Sections 424(e) and (f) respectively, of the Code.

            2.2. Award means the grant or sale pursuant to the Plan of any Stock
Options and Restricted Stock.

            2.3. Board means the Board of Directors of the Company.

            2.4. Code means the federal Internal Revenue Code of 1986, as
amended from time to time, or any statute successor thereto, and any regulations
issued from time to time thereunder.

            2.5. Committee means a committee appointed by the Board, responsible
for the administration of the Plan, as provided in Section 5 of the Plan. For
any period during which no such committee is in existence all authority and
responsibility assigned the Committee under the Plan shall be exercised, if at
all, by the Board.

            2.6. Company means RxBazaar.com, Inc., a corporation organized under
the laws of the State of Delaware.

            2.7. Employment Agreement means an agreement, if any, between the
Company and a Participant, setting forth, inter alia, conditions and
restrictions upon the transfer of shares of Stock.

            2.8. Fair Market Value means, as of any given date, the fair market
value of the Stock as determined by the Committee in good faith based on the
available facts and circumstances at the time.

            2.9. Incentive Option means an Option which by its terms is to be
treated as an "incentive stock option" within the meaning of Section 422 of the
Code.

            2.10. Nonstatutory Option means any Option that is not an Incentive
Option.

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            2.11. Participant means an employee or consultant to whom an Award,
as provided in Section 6, shall have been granted under the Plan.

            2.12. Plan means this 2000 Stock Option/Restricted Stock Plan of the
Company, as amended from time to time.

            2.13. Restricted Stock means an Award pursuant to Section 8 below of
shares of Stock subject to restrictions or other forfeiture conditions.

            2.14. Stock means Common Stock, par value $.001 per share, of the
Company.

            2.15. Shareholders Agreement means the agreement, if any, between
the Company and certain shareholders, setting forth, inter alia, certain
restrictions upon the transfer of shares of Stock.

            2.16. Stock Option or Option means any option to purchase shares of
Stock (including Restricted Stock) granted pursuant to Section 7 below.

            2.17. Ten Percent Owner means a person who owns, or is deemed within
the meaning of Section 422(b)(6) of the Code to own, stock possessing more than
10% of the total combined voting power of all classes of stock of the Company
(or any Affiliate). Whether a person is a Ten Percent Owner shall be determined
with respect to an Incentive Option based on the facts existing immediately
prior to the grant date of such Option.

3.          TERM OF THE PLAN

            Unless the Plan shall have been earlier terminated by the Board,
Awards may be granted hereunder at any time in the period commencing on the
approval of the Plan by the Board and ending on the tenth anniversary of the
earlier of the adoption of the Plan by the Board or approval of the Plan by the
Company's shareholders, Awards granted pursuant to the Plan within such period
shall not expire solely by reason of the termination of the Plan.

4.          STOCK SUBJECT TO THE PLAN

            (a) Aggregate Limit On Awards. At no time shall the number of shares
of Stock issued pursuant to Awards granted under the Plan exceed 5,000,000
shares, subject, however, to the provisions of subsection (c) below. Such shares
may be either authorized but unissued shares or shares held by the Company in
its treasury. The Company shall at all times reserve and make available
sufficient number of shares to meet the requirements of the Plan, provided that
following termination of the Plan the number of shares reserved need not exceed
the number of Shares issuable under Awards outstanding from time to time
thereafter.

            (b) Computation of Available Shares. For the purpose of computing
the total number of shares of Stock available for Plan purposes at any time
during which the Plan is in effect, there shall be debited against the total
number of shares determined to be available pursuant to paragraphs (a) and (c)
of this Section 4 (i) any outstanding Restricted Stock, (ii) the maximum number
of shares of Stock subject to issuance upon exercise of Options or upon
settlement of other Awards theretofore made under the Plan, (iii) the shares
related to the

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unexercised or undistributed portion of any terminated, expired, canceled, or
forfeited Award for which a material benefit was received by a Participant (e.g.
dividends, but not including voting rights), and the equivalent number of shares
(determined as of the date of settlement) of any portion of any Award settled in
cash.

            (c) Other Adjustment. In the event of any merger, reorganization,
consolidation, recapitalization, Stock dividend, or other change in corporate
structure affecting the Stock, such substitution or adjustment shall be made in
the character and aggregate number of shares reserved for issuance under the
Plan, and in the number and option price of shares subject to outstanding
Options and other stock based Awards granted under the Plan, as may be
determined to be appropriate by the Committee, provided that the number of
shares subject to any Award shall always be a whole number.

5.          ADMINISTRATION

            The Plan shall be administered by the Committee. Subject to the
provisions of the Plan. the Committee shall have complete authority, in its sole
discretion, to make or to select the manner of making any and all determinations
required for the operation of the Plan, and without limiting the generality of
the foregoing, shall have the authority to

            (a) grant to eligible individuals, pursuant to the terms of the
Plan: (i) Stock Options, and (ii) Restricted Stock;

            (b) select from time to time the officers, directors, other
employees and consultants of the Company and its Affiliates to whom Awards shall
be granted hereunder;

            (c) determine whether and to what extent Incentive Options,
Nonstatutory Options, and Restricted Stock or any combination thereof are to be
granted hereunder;

            (d) determine the number of shares of Stock to be covered by each
Award granted hereunder;

            (e) determine the terms and conditions, not inconsistent with the
terms of the Plan, of any Award (which need not be identical in every case),
including, but not limited to, the share price and any restriction or
limitation, or any vesting acceleration or forfeiture waiver regarding any Stock
Option or other Award and the shares of -Stock relating thereto, based on such
factors as the Committee shall determine;

            (f) determine whether and under what circumstances a Stock Option
may be settled in cash or Stock, including Restricted Stock, as provided in
Section 7.2;

            (g) determine whether and under what circumstances a Stock Option
may be exercised without a payment of cash as provided in Section 7.2; and

            (h) determine whether, to what extent and under what circumstances
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.

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            In making such determinations, the Committee may take into account
the nature of the services rendered by the respective employees and consultants,
their present and potential contributions to the success of the Company and its
Affiliates, and such other factors as the Committee in its discretion shall deem
relevant. Subject to the provisions of the Plan, the Committee shall also have
complete authority, in its sole discretion, to interpret the Plan, to prescribe,
amend and rescind rules and regulations relating to it, to determine the terms
and provisions of any Award issued under the Plan (and any agreements relating
thereto), to resolve all disputes arising under the Plan, and to make all other
determinations necessary or advisable for the administration of the Plan. The
Committee's determinations shall be conclusive, final and binding upon all
persons having or claiming any interest in the Plan or in any Award pursuant to
the Plan.

6.          ELIGIBILITY

            Awards shall be granted under the Plan only to employees and
directors of or consultants to one or more of the Company or an Affiliate who
are responsible for or contribute to, as determined by the Committee, the
management, growth and profitability of the business of the Company and its
Affiliates.

7.          STOCK OPTIONS

            7.1. Provision for Grant. Stock Options may be granted alone, in
addition to or in tandem with other Awards under the Plan. Any Stock Option
granted under the Plan shall be in such form as the Committee may from time to
time approve. The Committee shall have the authority to grant any optionee who
is an employee of the Company, or an Affiliate, Incentive Options, Nonstatutory
Options, or both types of Stock Options. To the extent that any Stock Option
does not qualify as an Incentive Option, it shall constitute a separate
Nonstatutory Option. In the case of any other person eligible for an Award under
the Plan, any Stock Option granted under the Plan shall be a Nonstatutory
Option.

            Anything in the Plan to the contrary notwithstanding. no term of
this Plan relating to Incentive Options shall be interpreted, amended or
altered, nor shall any discretion or authority granted under the Plan be so
exercised, so as to disqualify the Plan under Section 422 of the Code, or,
without the consent of the optionee(s) affected, to disqualify any Incentive
Option under such Section 422.

            7.2. Terms and Conditions. Options granted 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 appropriate;

            (a) Option Price. The option price per share of Stock purchasable
under a Stock Option shall be determined by the Committee at the time of grant
but in the case of any Incentive Option shall be not less than 100% of the Fair
Market Value of the Stock at the time of grant (110%) of Fair Market Value, in
the case of any grant of an Incentive Option to a Ten Percent Owner).

            (b) Option Term. The term of each Stock Option shall be fixed by the
Committee, but no Incentive Option shall be exercisable more than ten years
after the date the Option is granted (or, more than five years after the date
the

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Option is granted, in the case of any grant of an Incentive Option to a Ten
Percent Owner). No Stock Option may be exercised by any person after expiration
of the term of the Option.

            (c) Exercisability. 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. If the Committee provides, in its discretion, that
any 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.

            (d) Method of Exercise. Subject to whatever installment exercise
provisions may apply, Stock Options may be exercised in whole or in part at any
time and from time to time during the option period, by giving written notice of
exercise to the Company, in the manner set out in Section 12.7, specifying the
number of shares to be purchased. Such notice shall be accompanied by payment in
full of the purchase price, either by certified or bank check, or such other
instrument as the Committee may accept. As determined by the Committee, at or
after grant, payment in full or in part may also be made in the form of
unrestricted Stock already owned by the optionee or, in the case of the exercise
of a Nonstatutory Option. Restricted Stock subject to an Award hereunder (based,
in each case, on the Fair Market Value of the Stock on the date the option is
exercised, as determined by the Committee); provided, however, that, in the case
of an Incentive Option, the right to make a payment in the form of already owned
shares may be authorized only at the time the option is granted.

            If payment of the option exercise price of a Nonstatutory Option is
made in whole or in part in the form of Restricted Stock, such Restricted Stock
(and any replacement shares relating thereto) shall remain (or be) restricted in
accordance with the original terms of the Restricted Stock Award in question,
and any additional Stock received upon the exercise shall be subject to the same
forfeiture restrictions, unless otherwise determined by the Committee, at or
after grant.

            If payment of the Option exercise price of a Stock Option is made in
whole or in part in the form of unrestricted Stock already owned by the
Participant, the Company may require that the Stock has been owned by the
Participant for a specified minimum period of time, for the purpose of avoiding
any charge to the Company's earnings, limiting the pyramiding of Stock Option
exercises, or such other purposes as the Company deems appropriate.

            (e) Replacement Options. If a Nonstatutory Option granted pursuant
to the Plan may be exercised by an optionee by means of the delivery of
previously acquired Stock, then the Committee may, at the time of the original
option grant, authorize the Participant to automatically receive a replacement
Nonstatutory Option to the extent shares are available under Section 4 at the
time such replacement Option would be issued. Any such replacement Option shall
cover such number of shares as may be determined by the Committee, but in no
event more than the number of shares equal to the difference, if any, between
the number of shares for which the original Option is exercised and the net
shares received by the Participant from such exercise. Any such replacement
Option shall have an exercise price equal to the then Fair Market Value of
Stock, and a term extending to the expiration date of the original Option. The
Committee shall have the right at any time to discontinue the automatic grant of
replacement Options.

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            (f) Transferability. No Stock Option shall be transferable by the
optionee other than by will or by the laws of descent and distribution, and all
Stock Options shall be exercisable, during the optionee's lifetime, only by the
optionee.

            (g) Effect of Termination of Employment or Association. If an
optionee's employment by or association with the Company and its Affiliates
terminates for any reason whatsoever, unless the Committee shall have provided
otherwise, any Stock Option held by such optionee shall thereupon terminate;
provided, however, that military or sick leave shall not be deemed a termination
of employment or other association, if it does not exceed the longer of 90 days
or the period during which the absent optionee's reemployment rights, if any,
are guaranteed by statute or by contract.

            (h) Incentive Option Limitations. To the extent required for
"Incentive Option" status under Section 422 of the Code, the aggregate Fair
Market Value (determined as of the date of grant) of the Stock with respect to
which Incentive Options become exercisable for the first time by the optionee
during any calendar year under the Plan and any other stock option plan of the
Company and any Affiliate shall not exceed $100,000. In the event shares of
Stock in excess of the preceding limitation become exercisable for the first
time in a calendar year under any such Options or options, such shares shall be
considered to have become exercisable under separate Nonstatutory Options (with
the Options or options granted earliest in time considered to constitute to the
maximum extent possible the Incentive Options).

            (i) Cash-out of Option, Settlement of Spread Value in Restricted
Stock. On receipt of written notice to exercise, the Committee may elect to cash
out all or part of the portion of the Option(s) to be exercised by paying the
optionee an amount, in cash or Stock, equal to the excess of the Fair Market
Value of the Stock over the option price (the "Spread Value") on the effective
date of such exercise. In addition, if the Option agreement so provides at grant
or is amended after grant and prior to exercise to so provide (with the
optionee's consent), the Committee may require that all or part of the shares to
be issued with respect to the Spread Value of an exercised Option take the form
of Restricted Stock, which shall be valued on the date of exercise on the basis
of the Fair Market Value of such Restricted Stock determined without regard to
the forfeiture restrictions involved.

            (j) Cashless Exercise. To the extent permitted under the applicable
laws and regulations and the terms of a Participant's Option agreement, at the
request of the Participant and with the consent of the Committee, the Company
agrees to cooperate in a "cashless exercise" of an Option. The cashless exercise
shall be effected by the Participant delivering to a registered securities
broker acceptable to the Company instructions to sell a sufficient number of
shares of Stock from which such Option is then exercisable to cover the costs
and expenses associated with such exercise and sale.

            (k) Grant Date. The granting of an Option shall take place at the
time specified in the agreement set forth the terms of such Option. Only if
expressly so provided in the Option agreement, shall the grant date be the date
on which an Option agreement shall have been duly executed and delivered by the
Company and the Participant.

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8.          RESTRICTED STOCK

            8.1. Provision for Grant. Shares of Stock may be issued either alone
or in addition to other Awards granted under the Plan at such price, if any, as
the Committee may determine. The Committee may condition the grant of Restricted
Stock upon the completion of additional service, attainment of specified
performance goals or such other factors as the Committee may determine.

            8.2. Awards and Certificates. The prospective recipient of a
Restricted Stock Award shall not have any rights with respect to such Award,
unless and until such recipient has executed an agreement evidencing the Award
and has delivered a fully executed copy thereof to the Company, and has
otherwise complied with the applicable terms and conditions of such Award.

            8.3. Additional Terms and Conditions. Grants of Restricted Stock may
be made under the following additional terms and conditions

            (a) Purchase Price. The purchase price for shares of Restricted
Stock shall be equal to or less than their Fair Market Value and may be zero, as
determined by the Committee.

            (b) Acceptance of Awards. Awards of Restricted Stock must be
accepted within a period of 60 days (or such shorter period as the Committee may
specify at grant) after the Award date, by executing a Restricted Stock Award
agreement and paying whatever price (if any) is required pursuant to the terms
of the Award.

            (c) Issuance of Certificates. Each Participant receiving a
Restricted Stock Award shall be issued a stock certificate in respect of such
shares of Restricted Stock. Such certificate shall be registered in the name of
such Participant, and, if applicable, shall bear an appropriate legend referring
to the terms, conditions, and restrictions applicable to such Award, in addition
to legends authorized pursuant to Section substantially in the following form:

            "The transferability of this certificate and the shares of stock
            represented hereby are subject to the terms and conditions
            (including forfeiture) of the RxBazaar.com, Inc. 2000 Stock
            Option/Restricted Stock Plan and an Agreement entered into between
            the registered owner and RxBazaar.com, Inc. Copies of such Plan and
            Agreement are on file in the principal offices of RxBazaar.com,
            Inc."

            (d) Escrow of Shares. The Committee may require that the stock
certificates evidencing shares of Restricted Stock be held in custody by the
Company until the restrictions thereon shall have lapsed, and that the
Participant deliver a stock power, endorsed in blank, relating to the Stock
covered by such Award.

            (e) Transferability. Subject to the provisions of this Plan and the
Award agreement; during the period set by the Committee commencing with the date
of such Award (the "Restriction Period"), the Participant shall not be permitted
to sell, transfer, pledge, assign or otherwise encumber shares of Restricted
Stock awarded under the Plan. Within these limits. the Committee may provide for
the lapse of such restrictions in installments and may accelerate or waive such
restrictions in whole or in part, based on service, performance and/or such
other factors or criteria as the Committee may determine.

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            (f) Rights Pending Lapse of Restrictions or Forfeiture of Award.
Except as provided in this subsection (f) and subsection (e) above, the
Participant shall have, with respect to the shares of Restricted Stock, all of
the rights of a shareholder of the Company, including the right to vote the
shares, and the right to receive any cash dividends. The Committee, as
determined at the time of Award, may permit or require the payment of cash
dividends to be deferred and, if the Committee so determines, reinvested in
additional Restricted Stock to the extent shares are available under Section 4.

            (g) Effect of Termination of Employment or Association. Unless
otherwise determined by the Committee and subject to the applicable provisions
of the Award agreement and this Section 8, upon termination of a Participant's
employment or other association with the Company and its Affiliates for any
reason during the Restriction Period, all shares still subject to restriction
shall be forfeited by the Participant; provide, however, that military or sick
leave shall not be deemed a termination of employment or other association, if
it does not exceed the longer of 90 days or the period during which the absent
optionee's reemployment rights, if any, are guaranteed by statute or by
contract.

            (h) Lapse of Restrictions. If and when the Restriction Period
expires without a prior forfeiture of the Restricted Stock subject to such
Restriction Period, the certificates for such shares shall be delivered to the
Participant promptly if not theretofore so delivered.

9.          RESTRICTIONS ON ISSUANCE OF SHARES

            9.1. Securities Laws. Notwithstanding any other provision of the
Plan, if at anytime. in the reasonable opinion of the Company the issuance of
shares of Stock covered by any Award granted under the Plan may constitute a
violation of law, then the Company may delay such issuance and the delivery of a
certificate for such shares until (i) approval shall have been obtained from
such governmental agencies, other than the Securities and Exchange Commission,
as may be required under any applicable law, rule, or regulation; and (ii) in
the case where such issuance would constitute a violation of a law administered
by or a regulation of the Securities and Exchange Commission, one of the
following conditions shall have been satisfied:

            (a) the shares with respect to which such Option has been exercised
are at the time of the issue of such shares effectively registered under the
Securities Act of 1933, as amended (the "Securities Act"); or

            (b) a no-action letter in form and substance reasonably satisfactory
to the Company with respect to the issuance of such shares shall have been
obtained by the Company from the Securities and Exchange Commission.

The Company shall make all reasonable efforts to bring about the occurrence of
said events.

            9.2. Investment Representation. Unless the shares to be issued in
connection with any Award granted under the Plan have been effectively
registered under the Securities Act, the Company shall be under no obligation to
issue any shares covered by such Award unless the person to acquire such shares
shall give a written representation to the Company which is satisfactory in form
and substance to its counsel and upon which the Company may reasonably

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rely, that he or she is acquiring the shares issued pursuant to such Award as an
investment and not with a view to, or for sale in connection with, the
distribution of any such shares.

            9.3. Placement of Legends; Stop Orders; etc. Each share of Stock
issued pursuant to an Award granted under this Plan may bear a reference to the
investment representation made in accordance with Section 9.2 in addition to any
other applicable restriction under the Plan, the terms of the Award, and any
applicable Shareholders Agreement and Employment Agreement, and to the fact that
no registration statement has been filed with the Securities and Exchange
Commission in respect to said Stock. All certificates for shares of 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 any stock exchange upon
which the 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.

            9.4. Registration. If the Company shall deem it necessary or
desirable to register under the Securities Act or other applicable statutes any
shares with respect to which an Option shall have been granted, or to qualify
any such shares for exemption from the Securities Act or other applicable
statutes, then the Company shall take such action at its own expense. The
Company may require from each Participant, and each holder of shares of Stock
acquired pursuant an Award granted under the Plan, such information in writing
for use in any registration statement, prospectus, preliminary prospectus or
offering circular as is reasonably necessary for such purpose and may require
reasonable indemnity to the Company and its officers and directors from such
holder against all losses, claims, damage and liabilities arising from such use
of the information so furnished and caused by any untrue statement of any
material fact therein or caused by the omission to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading in the light of the circumstances under which they were made. In
addition, the Company may require of any such person that he or she agree that,
without the prior written consent of the Company or the managing underwriter in
the case of an underwritten registration, he or she will not sell, make any
short sale of, loan, grant any option for the purchase of pledge or otherwise
encumber, or otherwise dispose of any shares of Stock during the 180 day period
commencing on the effective date of the registration statement relating to such
public offering of securities.

            9.5. Applicability of Shareholders Agreement. Whenever shares are to
be issued pursuant to an Award granted hereunder, the Company shall have the
right to require the Participant to execute and deliver and otherwise become a
parry to the Shareholders Agreement in respect of such shares.

10.         EFFECT OF CERTAIN TRANSACTIONS

            10.1. Liquidation or Dissolution of the Company. In the event of a
proposed dissolution or liquidation of the Company, each outstanding Award
granted hereunder shall terminate (i.e. Options shall lapse, and any Restricted
Stock shall be forfeited ) immediately prior to the consummation of such action,
without any payment therefore, unless otherwise provided by the Committee. As to
outstanding Options, the Committee may, in the exercise of its sole discretion
in such instances, declare that any such Option shall terminate as of a date
fixed by the

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Committee and give each Optionee the right to exercise his option as to all or
any part of the shares of Stock covered by an Option for a period of twenty (20)
days following such date, including shares of Stock as to which the Option would
not otherwise be exercisable.

            10.2. Sale of Assets, Merger or Consolidation. In the event of a
proposed sale of all or substantially all of the assets of the Company, or the
merger or consolidation of the Company with or into another corporation in a
transaction in which the Company does not survive, the Committee may, in the
exercise of its sole discretion in such instances, give each Participant the
right to exercise his Option as to all or any part of the shares of Stock
covered by an Option, including shares of Stock as to which the Option would not
otherwise be exercisable, and waive any remaining restrictions applicable to
Restricted Stock. In the event the Committee elects to authorize the exercise of
outstanding and otherwise unexercisable Options, the Committee shall notify the
Participant that the Option shall be fully exercisable for a period of not less
than twenty (20) nor more than sixty (60) days from the date of such notice, and
if such Option shall not be exercised, the Committee may, in the exercise of its
sole discretion in such instances, determine that the Option shall terminate
upon the expiration of such period and be of no further force or effect.

11.         TERMINATION AND AMENDMENT OF THE PLAN AND AWARDS

            The Board may at any time terminate the Plan or make such
modifications of the Plan as it shall deem advisable. No termination or
amendment of the Plan may, without the consent of the Participant to whom any
Award shall theretofore have been granted, adversely affect the rights of such
Participant under such Award.

            The Committee may amend the terms of any Award theretofore granted,
prospectively or retroactively, but no such amendment shall impair the rights of
any Participant without the Participant's consent.

12.         MISCELLANEOUS PROVISIONS

            12.1. 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 by the Company, nothing contained herein
shall give any such Participant any rights that are greater than those of any
other general creditor of the Company. The Committee may authorize the creation
of trusts or other arrangements to meet the obligations created under the Plan
to deliver Stock or payments in lieu of or with respect to Awards hereunder,
provided, however, unless the Committee otherwise determines with the consent of
the affected Participant, the existence of such trusts or other arrangements is
consistent with the "unfunded" status of the Plan.

            12.2. Adoption of Other Plans. Nothing contained in this Plan shall
prevent the Board of Directors from adopting other or additional compensation
arrangements, subject to stockholder approval if such approval is required; and
such arrangements may be either generally applicable or applicable only in
specific cases.

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            12.3. Payments on Death. The Committee shall establish such
procedures as it deems appropriate for a Participant to designate a beneficiary
to whom any amounts payable in the event of the Participants death are to be
paid.

            12.4. Tax Withholding

            (a) In General. 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, the Participant shall pay to the Company, or
make arrangements satisfactory to the Company regarding the payment of any
federal, state, or local taxes of any kind required by law to be withheld
(whether so required to secure an otherwise available tax deduction or
otherwise) with respect to such amount. If authorized by the Committee at the
grant of an Award (or, other than in the case of Incentive Option, at any time
thereafter) and so elected by the Participant, the minimum required withholding
obligations may be settled with Stock, including Stock that is part of the Award
that gives rise to the withholding requirement. The obligations of the Company
under the Plan shall be conditional on such payment or arrangements and the
Company 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.

            (b) Disqualifying Dispositions. The Company may require as a
condition to the issuance of shares covered by any Incentive Option that the
party exercising such Option give a written representation to the Company which
is satisfactory in form and substance to its counsel and upon which the Company
may reasonably rely, that he or she will report to the Company any disposition
of such shares prior to the expiration of the holding periods specified by
Section 422(a)(1) of the Code. If and to the extent that the realization of
income in such a disposition imposes upon the Company federal, state, local or
other withholding tax requirements, or any such withholding is required to
secure for the Company an otherwise available tax deduction, the Company shall
have the right to require that the recipient remit to the Company an amount
sufficient to satisfy those requirements.

            12.5. Limitation of Rights in Stock. No Participant shall not be
deemed for any purpose to be a stockholder of the Company with respect to any of
the shares of Stock covered by an Award, except to the extent any payment
required therefor shall have been received by the Company and a certificate
shall have been issued therefor and delivered to the Participant or his or her
agent (or. in the case of Restricted Stock, the Company as escrow agent). Any
Stock issued pursuant to an Award shall be subject to all restrictions upon the
transfer thereof which may be now or hereafter imposed by the Certificate of
Incorporation, the By-laws of the Company, the Shareholders Agreement and the
Employment Agreement.

            12.6. No Special Employment or Other Rights. Nothing contained in
the Plan or in any Award shall confer upon any Participant any right with
respect to the continuation of his or her employment or other association with
the Company (or any Affiliate), or interfere in any way with the right of the
Company (or any Affiliate), subject to the terms of any separate employment or
consulting agreement or provision of law or corporate articles or by-laws to the
contrary, at any time to terminate such employment or consulting agreement or to
increase or decrease the compensation of the Participant from the rate in
existence at the time of the grant of an Award under the Plan.

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<PAGE>

            12.7. Notices and Other Communications. All notices and other
communications required or permitted under the Plan shall be effective if in
writing and if delivered or sent by certified or registered mail, return receipt
requested (a) if to the Participant, at his or her residence address last filed
with the Company, and (ii) if to the Company, at its principal address,
Attention: Treasurer or to such' other persons or addresses as the Participant
or the Company may specify by a written notice to the other from time to time.

            12.8. Governing Law. The Plan and all Awards and actions taken
thereunder shall be governed by and construed in accordance with the laws of the
Commonwealth of Massachusetts, without regard to the conflict of laws principles
thereof.

                  Date of Board Approval:  January 31, 2000

                  Date of Shareholder Approval:  March 15, 2000






















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