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                                                                 Exhibit 10.1(g)


                     MODEM MEDIA 2000 RESTRICTED STOCK PLAN

     SECTION 1. Purpose.

     The Modem Media 2000 Restricted Stock Plan is designed to reward certain
employees of Modem Media, Inc. for their contributions to the growth and
performance of CentrPort, Inc.

     SECTION 2. Definitions.

     As used in the Plan, the following terms shall have the meanings set forth
below:

     (a) "Affiliate" shall mean (i) any entity that, directly or indirectly, is
controlled by Modem and (ii) any entity in which Modem has a significant equity
interest, in either case as determined by the Committee.

     (b) "Award" shall mean any award of Restricted Stock granted under the
Plan.

     (c) "Award Agreement" shall mean any written agreement, contract or other
instrument or document evidencing any Award granted under the Plan, which may,
but need not, be executed or acknowledged by a Participant.

     (d) "Board" shall mean the board of directors of Modem.

     (e) "Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time.

     (f) "Committee" shall mean a committee of the Board designated by the Board
to administer the Plan. Unless otherwise determined by the Board, the
Compensation Committee designated by the Board shall be the Committee under the
Plan.

     (g) "Company" shall mean CentrPort, Inc., together with any successor
thereto.

     (h) "Fair Market Value" shall mean, with respect to any property
(including, without limitation, any Shares or other securities), the fair market
value of such property determined by such methods or procedures as shall be
established from time to time by the Committee.

     (i) "Modem" shall mean Modem Media, Inc.

     (j) "Participant" shall mean an individual granted an Award under the Plan.

     (k) "Restricted Stock" shall mean any Share granted under Section 6.

     (l) "Plan" shall mean this Modem Media 2000 Restricted Stock Plan.

     (m) "Shares" shall mean shares of the common stock of the Company, $.01 par
value.

     SECTION 3. Eligibility.

     (a) Any individual who is employed by Modem or any Affiliate, and any
individual who provides services to Modem or any Affiliate as an independent
contractor, including any officer or employee-director, shall be eligible to be
selected to receive an Award under the Plan.

     (b) An individual who has agreed to accept employment by, or to provide
services to, Modem or an Affiliate shall be deemed to be eligible for Awards
hereunder as of the date of such agreement.
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     SECTION 4. Administration.

     (c) The Plan shall be administered by the Committee. The Committee may
issue rules and regulations for administration of the Plan. Subject to the terms
of the Plan and applicable law, the Committee shall have full power and
authority to: (i) designate Participants; (ii) determine the type or types of
Awards to be granted to each Participant under the Plan; (iii) determine the
number of Shares to be covered by (or with respect to which payments, rights, or
other matters are to be calculated in connection with) Awards; (iv) determine
the terms and conditions of any Award; (v) determine whether, to what extent,
and under what circumstances Awards may be settled in cash, Shares, other
securities, other Awards, or other property, or canceled, forfeited or
suspended, and the method or methods by which Awards may be settled, canceled,
forfeited or suspended; (vi) determine whether, to what extent, and under what
circumstances cash, Shares, other securities, other Awards, other property, and
other amounts payable with respect to an Award under the Plan shall be deferred
either automatically or at the election of the holder thereof or of the
Committee; (vii) interpret and administer the Plan and any instrument or
agreement relating to, or Award made under, the Plan; (viii) establish, amend,
suspend or waive such rules and regulations and appoint such agents as it shall
deem appropriate for the proper administration of the Plan; (ix) determine
whether and to what extent Awards should comply or continue to comply with any
requirement of statute or regulation; and (x) make any other determination and
take any other action that the Committee deems necessary or desirable for the
administration of the Plan.

     (d) All decisions of the Committee shall be final, conclusive and binding
upon all parties, including the Company, its stockholders and the Participants.

     SECTION 5. Shares Available for Awards.

     (e) Subject to adjustment as provided below, the number of Shares available
for issuance under the Plan shall be 528,931 shares.

     (f) If, after the effective date of the Plan, any Shares covered by an
Award, or to which such an Award relates, are forfeited, or if such an Award
otherwise terminates without the delivery of Shares or of other consideration,
then the Shares covered by such Award, or to which such Award relates, to the
extent of any such forfeiture or termination, shall revert to ownership by Modem
in accordance with Section 6(d) and shall again be, or shall become, available
for issuance under the Plan.

     (g) Any Shares delivered pursuant to an Award shall be delivered to the
Participant directly by Modem, from among the Shares held by Modem.

     (h) In the event that the Committee shall determine that any dividend or
other distribution (whether in the form of cash, Shares, other securities, or
other property), recapitalization, stock split, reverse stock split,
reorganization, merger, consolidation, split-up, spin-off, combination,
repurchase or exchange of Shares or other securities of the Company, issuance of
warrants or other rights to purchase Shares or other securities of the Company,
or other similar corporate transaction or event affects the Shares such that an
adjustment is determined by the Committee to be appropriate in order to prevent
dilution or enlargement of the benefits or potential benefits intended to be
made available under the Plan, then the Committee shall, in such manner as it
may deem equitable, adjust the number and type of Shares (or other securities or
property) which thereafter may be made the subject of Awards, including the
limit specified in Section 5(a), and, if deemed appropriate, make provision for
a cash payment to the holder of an outstanding Award; provided, however, that
the number of Shares subject to any Award denominated in Shares shall always be
a whole number.

     SECTION 6. Restricted Stock.

     (i) The Committee is hereby authorized to grant Awards of Restricted Stock
to Participants.

     (j) Shares of Restricted Stock shall be subject to such restrictions as the
Committee may impose (including, without limitation, any limitation on the right
to vote a Share of Restricted Stock or the right to receive any dividend or
other right or property),
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which restrictions may lapse separately or in combination at such time or times,
in such installments or otherwise, as the Committee may deem appropriate.

     (k) Any share of Restricted Stock granted under the Plan may be evidenced
in such manner as the Committee may deem appropriate including, without
limitation, book-entry registration or transfer of a stock certificate or
certificates. In the event any stock certificate is transferred in respect of
shares of Restricted Stock granted under the Plan, such certificate shall be
registered in the name of the Participant and shall bear an appropriate legend
referring to the terms, conditions, and restrictions applicable to such
Restricted Stock.

     (l) Except as otherwise determined by the Committee, upon termination of
employment with Modem or its Affiliate or cessation of the provision of services
(as determined under criteria established by the Committee) to such entities for
any reason during the applicable restriction period, all Shares of Restricted
Stock still, in either case, subject to restriction shall be forfeited and
reacquired by Modem at no cost to Modem; provided, however, that the Committee
may, when it finds that a waiver would be in the best interests of the Company,
waive in whole or in part any or all remaining restrictions with respect to
Shares of Restricted Stock.

     SECTION 7. General Provisions Applicable to Awards.

     (m) Awards shall be granted for no cash consideration or for such minimal
cash consideration as may be required by applicable law.

     (n) Awards may, in the discretion of the Committee, be granted either alone
or in addition to or in tandem with any other Award or any award granted under
any other plan of Modem. Awards granted in addition to or in tandem with other
Awards, or in addition to or in tandem with awards granted under any other plan
of Modem, may be granted either at the same time as or at a different time from
the grant of such other Awards or awards.

     (o) Unless the Committee shall otherwise determine, no Award and no right
under any such Award, shall be assignable, alienable, saleable or transferable
by a Participant otherwise than by will or by the laws of descent and
distribution; provided, however, that, if so determined by the Committee, a
Participant may, in the manner established by the Committee, designate a
beneficiary or beneficiaries to exercise the rights of the Participant, and to
receive any property distributable, with respect to any Award upon the death of
the Participant. No Award and no right under any such Award, may be pledged,
alienated, attached, or otherwise encumbered, and any purported pledge,
alienation, attachment or encumbrance thereof shall be void and unenforceable
against the Company. The provisions of this paragraph shall not apply to any
Award which has fully vested, and shall not preclude forfeiture of an Award in
accordance with the terms thereof.

     (p) All certificates for Shares or other securities delivered under the
Plan pursuant to any Award shall be subject to such stop transfer orders and
other restrictions as the Committee may deem advisable under the Plan or the
rules, regulations, and other requirements of the Securities and Exchange
Commission, any stock exchange upon which such Shares or other securities are
then listed, and any applicable Federal or state securities laws, and the
Committee may cause a legend or legends to be put on any such certificates to
make appropriate reference to such restrictions.

     SECTION 8. Amendment and Termination.

     (q) Except to the extent prohibited by applicable law and unless otherwise
expressly provided in an Award Agreement or in the Plan, the Board may amend,
alter, suspend, discontinue, or terminate the Plan or any portion thereof at any
time; provided, however, that no such amendment, alteration, suspension,
discontinuation or termination shall be made without (i) shareholder approval if
such approval is necessary to comply with any tax or regulatory requirement for
which or with which the Board deems it necessary or desirable to qualify or
comply or (ii) the consent of the affected Participant, if such action would
adversely affect the rights of such Participant under any outstanding Award.
Notwithstanding anything to the contrary herein, the Committee may amend the
Plan in such manner as may be necessary to enable the Plan to achieve its stated
purposes in any jurisdiction outside the United States in a tax-efficient manner
and in compliance with local rules and regulations.
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     (r) The Committee may waive any conditions or rights under, amend any terms
of, or amend, alter, suspend, discontinue or terminate, any Award theretofore
granted, prospectively or retroactively, without the consent of any relevant
Participant or holder or beneficiary of an Award, provided, however, that no
such action shall impair the rights of any affected Participant or holder or
beneficiary under any Award theretofore granted under the Plan.

     (s) The Committee shall be authorized to make adjustments in the terms and
conditions of, and the criteria included in, Awards in recognition of unusual or
nonrecurring events (including, without limitation, the events described in
Section 5(e) affecting the Company, or the financial statements of the Company,
or of changes in applicable laws, regulations or accounting principles),
whenever the Committee determines that such adjustments are appropriate in order
to prevent dilution or enlargement of the benefits or potential benefits
intended to be made available under the Plan.

     (t) Any provision of the Plan or any Award Agreement to the contrary
notwithstanding, the Committee may cause any Award granted hereunder to be
canceled in consideration of a cash payment or alternative Award made to the
holder of such canceled Award equal in value to the Fair Market Value of such
canceled Award.

     (u) The Committee may correct any defect, supply any omission, or reconcile
any inconsistency in the Plan or any Award in the manner and to the extent it
shall deem desirable to carry the Plan into effect.

     SECTION 9. Miscellaneous.

     (v) No employee, independent contractor, Participant or other person shall
have any claim to be granted any Award under the Plan, and there is no
obligation for uniformity of treatment of employees, independent contractors,
Participants, or holders or beneficiaries of Awards under the Plan. The terms
and conditions of Awards need not be the same with respect to each recipient.

     (w) The Committee may delegate to one or more officers or managers of the
Company, or a committee of such officers or managers, the authority, subject to
such terms and limitations as the Committee shall determine, to grant Awards to,
or to cancel, modify, waive rights with respect to, alter, discontinue, suspend
or terminate Awards held by, employees who are not officers or directors of the
Company; provided, however, that any delegation to management shall conform with
the requirements of the General Corporation Law of Delaware, as in effect from
time to time.

     (x) Modem and the Company shall be authorized to withhold, or to cause the
withholding, from any Award granted or any payment due or any transfer made
under any Award or under the Plan or from any compensation or other amount owing
to a Participant the amount (in cash, Shares, other securities, other Awards, or
other property) of withholding taxes due in respect of an Award or any payment
or transfer under such Award or under the Plan and to take such other action
(including, without limitation, providing for elective payment of such amounts
in cash, Shares, other securities, other Awards or other property by the
Participant) as may be necessary in the opinion of the Company to satisfy all
obligations for the payment of such taxes.

     (y) Nothing contained in the Plan shall prevent Modem or the Company from
adopting or continuing in effect other or additional compensation arrangements,
and such arrangements may be either generally applicable or applicable only in
specific cases.

     (z) The grant of an Award shall not be construed as giving a Participant
the right to be retained in the employ or service of Modem or any Affiliate.
Further, Modem or the applicable Affiliate may at any time dismiss a Participant
from employment or terminate the services of an independent contractor, free
from any liability, or any claim under the Plan, unless otherwise expressly
provided in the Plan or in any Award Agreement or in any other agreement binding
the parties.

     (aa) If any provision of the Plan or any Award is or becomes or is deemed
to be invalid, illegal, or unenforceable in any jurisdiction, or as to any
person or Award, or would disqualify the Plan or any Award under any law deemed
applicable by the Committee,
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such provision shall be construed or deemed amended to conform to applicable
laws, or if it cannot be so construed or deemed amended without, in the
determination of the Committee, materially altering the intent of the Plan or
the Award, such provision shall be stricken as to such jurisdiction, person or
Award, and the remainder of the Plan and any such Award shall remain in full
force and effect.

     (bb) Neither the Plan nor any Award shall create or be construed to create
a trust or separate fund of any kind or a fiduciary relationship between the
Company and a Participant or any other person. To the extent that any person
acquires a right to receive payments from the Company pursuant to an Award, such
right shall be no greater than the right of any unsecured general creditor of
the Company.

     (cc) No fractional Shares shall be issued or delivered pursuant to the Plan
or any Award, and the Committee shall determine whether cash, other securities
or other property shall be paid or transferred in lieu of any fractional Shares,
or whether such fractional Shares or any rights thereto shall be canceled,
terminated or otherwise eliminated.

     SECTION 10. Effective Date of Plan.

     The Plan shall be effective as of the later of the date of its approval by
the Board, and the date of the Company's incorporation.

     SECTION 11. Term of the Plan.

     No Award shall be granted under the Plan after the tenth anniversary of the
effective date. However, unless otherwise expressly provided in the Plan or in
an applicable Award Agreement, any Award theretofore granted may extend beyond
such date, and the authority of the Committee to amend, alter, adjust, suspend,
discontinue, or terminate any such Award, or to waive any conditions or rights
under any such Award, and the authority of the Board to amend the Plan, shall
extend beyond such date.