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                                                                     EXHIBIT 4.1

                      WOODWIND COMMUNICATIONS SYSTEMS, INC.

                             2000 STOCK OPTION PLAN

     1.   PURPOSE. This 2000 Stock Option Plan (hereinafter referred to as this
"Plan") is intended to promote the best interests of the Corporation and its
stockholders by (a) enabling the Corporation and any Parent or Subsidiary to
attract and retain persons of ability as employees, directors, consultants and
advisers, (b) providing an incentive to such persons by affording them an equity
participation in the Corporation and (c) rewarding those employees, directors,
consultants and advisers who contribute to the operating progress and earning
power of the Corporation or any Parent or Subsidiary.

     2.   DEFINITIONS. The following terms shall have the following meanings
when used herein unless the context clearly otherwise requires:

          A.   "BOARD OF DIRECTORS" means the Board of Directors of the
Corporation.

          B.   "CODE" means the Internal Revenue Code of 1986, as amended, or
any successor provisions.

          C.   "COMMON STOCK" means the Common Stock of the Corporation, par
value One Cent ($0.01) per share.

          D.   "CONTROLLING PARTICIPANT" means any Eligible Person who,
immediately before any Option is granted to that particular Eligible Person,
directly or indirectly possesses more than ten percent (10%) of the total
combined voting power of all classes of stock of the Corporation (or any Parent
or Subsidiary).

          E.   "COMMITTEE" means any committee to which the Board of Directors
delegates any responsibility for the implementation, interpretation or
administration of this Plan.

          F.   "CORPORATION" means Woodwind Communications Systems, Inc., a
Delaware corporation.

          G.   "ELIGIBLE PERSON" means any employee of the Corporation or any
Parent or Subsidiary.

          H.   "EXERCISE PRICE" means the price at which a share of Incentive
Stock may be purchased by a particular Participant pursuant to the exercise of
an Option.

          I.   "FAIR MARKET VALUE" means the value of a share of Incentive Stock
as determined by the Board of Directors in a manner that the Board of Directors
believes to be in accordance with the Code.

          J.   "INCENTIVE STOCK" means shares of Common Stock issued pursuant to
this Plan.


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          K.   "ISO" means an Option (or a portion thereof) intended to qualify
as an "incentive stock option" within the meaning of Section 422 of the Code, or
any successor provision.

          L.   "NQSO" means an Option (or a portion thereof) which is not
intended to, or does not, qualify for any reason as an "incentive stock option"
within the meaning of Section 422 of the Code, or any successor provision.

          M.   "OPTION" means the right of a Participant to purchase shares of
Incentive Stock in accordance with the terms of this Plan and the Stock Option
Agreement between such Participant and the Corporation.

          N.   "PARENT" means any corporation (other than the Corporation) in an
unbroken chain of corporations ending with the Corporation if, at the time of
granting of an Option, each of the corporations (other than the Corporation)
owns stock possessing at least fifty percent (50%) of the total combined voting
power of all classes of stock in one of the other corporations in such chain.

          O.   "PARTICIPANT" means any Eligible Person to whom an Option has
been granted pursuant to this Plan and who is a party to a Stock Option
Agreement.

          P.   "SAR" means the right of a Participant to receive cash or other
consideration equal to the difference between the Fair Market Value of the
Incentive Stock covered by all or any unexercised portion of an Option on the
date of exercise of the SAR and the Fair Market Value of such Incentive Stock on
the date of grant of the SAR.

          Q.   "STOCK OPTION AGREEMENT" means an agreement by and between a
Participant and the Corporation setting forth the specific terms and conditions
of an Option and/or SAR, which shall establish the specific terms and conditions
under which Incentive Stock may be purchased by such Participant pursuant to the
exercise of such Option. Such Stock Option Agreement shall be subject to the
provisions of this Plan (which shall be incorporated by reference therein) and
shall contain such provisions as the Board of Directors, in its sole discretion,
may authorize.

          R.   "SUBSIDIARY" means any corporation (other than the Corporation)
in an unbroken chain of corporations beginning with the Corporation if, at the
time of granting of an Option, each of the corporations (other than the last
corporation in the unbroken chain) owns stock possessing at least fifty percent
(50%) of the total combined voting power of all classes of stock in one of the
other corporations in such chain.

     3.   ADOPTION AND ADMINISTRATION OF PLAN.

          A.   Plan Approval. This Plan shall become effective upon its adoption
by the Board of Directors; provided, however, that if the stockholders of the
Corporation shall not approve this Plan, in accordance with applicable state
law, within twelve (12) months before or after the adoption of this Plan by the
Board of Directors, this Plan shall expire


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by its terms. No Option, SAR or other award hereunder shall be exercisable or
payable in any respect prior to such approval of this Plan by the stockholders
of the Corporation.

          B.   Grant of Options. Any Option granted pursuant to this Plan shall
be granted within ten (10) years from the date that this Plan is adopted by the
Board of Directors or the date that this Plan is approved by the stockholders of
the Corporation, whichever is earlier.

          C.   Board of Directors' Authority. The Board of Directors shall
implement, interpret (except as expressly provided in this Plan) and administer
this Plan. Without limiting the powers and authority of the Board of Directors
in any respect, the Board of Directors shall have authority (i) to construe and
interpret this Plan and any Stock Option Agreement entered into hereunder; (ii)
to determine the Fair Market Value of Incentive Stock; (iii) to select Eligible
Persons to whom Options may from time to time be granted hereunder; (iv) to
determine whether any Option or any portion thereof shall be an ISO or a NQSO;
(v) to determine the number of shares of Incentive Stock to be covered by any
Option and the Exercise Price applicable to any Option; (vi) to determine the
terms and conditions, not inconsistent with the terms of this Plan, of any
Option and to approve forms of Stock Option Agreement; (vii) to determine
whether, and under what circumstances, an Option may be settled or paid in cash
or other consideration; (viii) to amend, cancel, accept the surrender of, modify
or accelerate the vesting of all or any portion of an Option, including
amendments or modifications that may cause an ISO to become a NQSO; (ix) to
authorize and implement any amendment, as required by the Code or with the
consent of the Participant, to any Stock Option Agreement and the terms of any
Option evidenced thereby; and (x) to establish policies and procedures for the
exercise of Options and the satisfaction of withholding or other obligations
arising in connection therewith.

          D.   Delegation of Authority. To the extent not prohibited by the
General Corporation Law of the State of Delaware or the charter or bylaws of the
Corporation, the Board of Directors may delegate any or all of its
responsibilities hereunder to the Committee, and all references herein or in any
Stock Option Agreement to the Board of Directors shall, to the extent
applicable, be deemed to refer to and include the Committee.

          E.   Action by Board of Directors. Any action taken by the Board of
Directors (or the Committee) with respect to the implementation, interpretation
or administration of this Plan shall be final, conclusive and binding.

     4.   TOTAL NUMBER OF SHARES OF INCENTIVE STOCK. The number of shares of
Incentive Stock which (a) may be issued in the aggregate by the Corporation
under this Plan pursuant to the exercise of Options granted hereunder and (b)
may be covered by SARs granted hereunder which have not expired unexercised
shall not be more than six million (6,000,000) which number may be increased
only by a resolution adopted by the Board of Directors and approved within
twelve (12) months after such adoption by the stockholders of the Corporation in
accordance with applicable state law. Such shares of Incentive Stock may be
issued out of the authorized and unissued or reacquired Common Stock of the
Corporation. Any shares subject to an Option, SAR or portion thereof which


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expires or is terminated unexercised (unless by virtue of the exercise of an
Option or SAR granted in tandem therewith) as to such shares may again be
subject to an Option or SAR under this Plan. To the extent there shall be any
adjustment pursuant to the provisions of Article 9 hereof, the aforesaid number
of shares shall be appropriately so adjusted.

     5.   ELIGIBILITY AND AWARDS.

          A.   Terms and Conditions of Options. The Board of Directors shall
determine, at any time and from time to time, (i) any Eligible Person to whom
the award of an Option or SAR may further the purposes of this Plan in the view
of the Board of Directors, (ii) whether any Option to be awarded to an Eligible
Person shall be intended as an ISO or as a NQSO, the number of shares of
Incentive Stock to be covered by such Option or a SAR, the Exercise Price of
such Option or SAR, whether such Option contains a SAR and all other terms and
conditions of such Option, (iii) the Fair Market Value on the date of grant of
the Option or SAR and (iv) the terms and conditions of the Stock Option
Agreement to evidence such Option or SAR, including the restrictions, if any,
applicable to the shares of Incentive Stock that may be acquired upon exercise
of any portion of such Option. The Board of Directors may delegate to the
appropriate officer or officers of the Corporation the authority to prepare,
execute and deliver any Stock Option Agreement evidencing any Option or SAR
granted under this Plan; provided, however, that any such Stock Option Agreement
shall be consistent with the terms and conditions of this Plan.

          B.   Terms and Conditions of ISO. For any Option intended to qualify
as an ISO, in whole or in part, (i) the Eligible Person shall then be an
employee of the Corporation or a Parent or Subsidiary, as provided in the Code,
(ii) the term during which such Option shall be in effect shall not be greater
than ten (10) years (provided, however, that the term shall not be greater than
five (5) years for any Option granted to a Controlling Participant), (iii) the
Exercise Price shall not be less than one hundred percent (100%) of the Fair
Market Value on the date that such Option is granted (provided, however, that,
if an ISO shall be granted to a Controlling Participant, the Exercise Price
shall not be less than one hundred ten percent (110%) of the Fair Market Value
on the date that such Option is granted) and (iv) such Option is exercisable
only by the Participant during his or her lifetime and shall be nontransferable
by the Participant unless the Stock Option Agreement permits such Option to be
transferred by will or the laws of descent and distribution. No Option that is
intended to be an ISO shall be invalid for failure to qualify as an ISO.

          C.   Notice of Option Grant. As soon as practicable after the Board of
Directors determines to award an Option or SAR pursuant to 5A hereof, the
appropriate officer or officers of the Corporation shall give notice (written or
oral) to such effect to each Eligible Person designated to be awarded an Option
or SAR, which notice shall be accompanied by a copy or copies of the Stock
Option Agreement to be executed by such Eligible Person.


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          D.   Execution of Stock Option Agreement. Upon receipt of the notice
specified in 5C hereof, an Eligible Person shall have an Option or SAR, and
shall thereby become and be a Participant, only after the due execution and
delivery by such Eligible Person and the Corporation of a Stock Option Agreement
(in such form and number as the officer or officers of the Corporation shall
direct) by such date and time as shall be specified in such notice (unless
waived by the Corporation).

          E.   Assumption of Option. In the event that the Corporation or any
Parent or Subsidiary assumes an option granted by another entity, which option
is to be covered by this Plan and upon the exercise of which shares of Incentive
Stock are to be issued, the terms and conditions of such option shall remain
unchanged (except the exercise price and the number and nature of shares
issuable upon exercise thereof, which shall be adjusted appropriately in
accordance with the Code, and references to such other entity, which shall be
deemed to refer to the Corporation). In the event that the Board of Directors
elects to grant an Option or SAR under this Plan to replace an option or SAR
granted by another entity (rather than assume such option or SAR), the holder of
such option or SAR shall be eligible to receive such replacement Option or SAR,
which may be granted with a similarly-adjusted Exercise Price.

     6.   EXERCISE AND TERMINATION OF OPTIONS.

          A.   Exercise of Option. An Option of a Participant may be exercised
during the period such Option is in effect and as set forth herein and in the
Stock Option Agreement, and only if compliance with all applicable Federal and
state securities laws can be effected. An Option may be exercised only by (i)
the Participant's completion, execution and delivery to the Corporation of a
notice of such Participant's exercise of such Option and an "investment letter"
(if required by the Corporation) as supplied by the Corporation and (ii) the
payment to the Corporation of the aggregate Exercise Price, in accordance with
6B hereof and the Stock Option Agreement, for the shares of Incentive Stock to
be purchased pursuant to such exercise (as shall be specified by such
Participant in such notice). Except as specifically provided by a duly executed
Stock Option Agreement or unless waived by the Board of Directors, an Option or
any of the rights thereunder may be exercised by such Participant only, and may
not be transferred or assigned, voluntarily, involuntarily or by operation of
law (including, without limitation, the laws of bankruptcy, intestacy, descent
and distribution and succession).

          B.   Payment. Payment by each Participant for the shares of Incentive
Stock purchased hereunder upon the exercise of an Option shall be made by good
check or in accordance with the terms of any Stock Option Agreement executed by
such Participant.

          C.   Repurchase Right. The Board of Directors at any time or from time
to time may offer to buy out for a payment in cash or Incentive Stock all or a
portion of an outstanding Option held by a Participant, based on such terms and
conditions as the Board of Directors shall establish and communicate to the
Participant at the time that such offer is made. The Board of Directors may
provide for the surrender of all or any portion of an Option in satisfaction of
specified obligations of a Participant, including tax withholding obligations.


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          D.   Tax Obligations. As a condition to the exercise of any Option or
SAR (for non-cash consideration), the Corporation shall have the right to
require that the Participant (or the recipient of any shares of Incentive Stock
or noncash consideration) remit to the Corporation or any Parent or Subsidiary
an amount calculated by the Corporation to be sufficient to satisfy applicable
Federal, state, foreign or local withholding tax requirements prior to the
delivery of any stock certificate evidencing shares of Incentive Stock or other
form of non-cash consideration; in lieu thereof, the Participant may satisfy
applicable withholding tax requirements by electing to have the Corporation
withhold from the Incentive Stock issuable upon exercise of an Option a number
of whole shares having a Fair Market Value (determined on the date that the
amount of tax to be withheld is to be fixed) at least equal to the aggregate
amount required to be withheld. Whenever any payments are to be made in cash
(upon the exercise of a SAR or otherwise), the Corporation shall be entitled, in
its sole discretion, to deduct from such payment such amount calculated by the
Corporation to be sufficient to satisfy applicable Federal, state, foreign or
local withholding tax requirements thereon.

          E.   Maximum Value of Options Which Are ISOs. To the extent that the
aggregate Fair Market Value of the Common Stock with respect to which ISOs
granted to any person are exercisable for the first time during any calendar
year (under all stock option plans of the Corporation or any of its Affiliates)
exceeds $100,000 (or such other amount provided in Section 422 of the Code), the
Options (or portions thereof) shall not be treated as ISOs. For purposes of this
subsection, the Fair Market Value of the Common Stock will be determined as of
the time the ISO with respect to the Common Stock is granted. This section will
be applied by taking ISOs into account in the order in which they are granted.

     7.   COSTS AND EXPENSES. All costs and expenses with respect to the
adoption, implementation, interpretation and administration of this Plan shall
be borne by the Corporation; provided, however, that, except as otherwise
specifically provided in this Plan or the applicable Stock Option Agreement
between the Corporation and a Participant, the Corporation shall not be
obligated to pay any costs or expenses (including legal fees) incurred by any
Participant in connection with any Stock Option Agreement, this Plan or any
Option, SAR or Incentive Stock held by any Participant.

     8.   NO PRIOR RIGHT OF AWARD. Nothing in this Plan shall be deemed to give
any director, officer or employee of, or advisor or consultant to, the
Corporation or any Parent or Subsidiary, or such person's legal representatives
or assigns, or any other person or entity claiming-under or through such person,
any contract or other right to participate in the benefits of this Plan. Nothing
in this Plan shall be construed as constituting a commitment, guarantee,
agreement or understanding of any kind or nature that the Corporation or any
Parent or Subsidiary shall continue to employ, retain or engage any individual
(whether or not a Participant). This Plan shall not affect in any way the right
of the Corporation and any Parent or Subsidiary to terminate the employment or
engagement of any individual (whether or not a Participant) at any time and for
any reason whatsoever and to remove any individual (whether or not a
Participant) from any position as a director or officer. No change of a
Participant's duties as an employee of the Corporation or any Parent or
Subsidiary shall result in a modification of the terms of any


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rights of such Participant under this Plan or any Stock Option Agreement
executed by such Participant.

     9.   CHANGES IN CAPITAL STRUCTURE. Subject to any required action by the
stockholders of the Corporation and the provisions of the General Corporation
Law of the State of Delaware, the number of shares of Incentive Stock
represented by the unexercised portion of an Option or SAR and the number of
shares of Incentive Stock which has been authorized or reserved for issuance
hereunder (whether such shares are unissued, reacquired or subject to an Option
or SAR that expired, was cancelled, surrendered or terminated unexercised as to
such shares), as well as the Exercise Price under the unexercised portion of an
Option or SAR, shall be proportionately adjusted for (a) a division, combination
or reclassification of any of the shares of Common Stock of the Corporation or
(b) a dividend payable in shares of Common Stock of the Corporation.

     10.  AMENDMENT OR TERMINATION OF PLAN. Except as otherwise provided herein,
this Plan may be amended or terminated in whole or in part by the Board of
Directors (in its sole discretion), but no such action shall adversely affect or
alter any right or obligation with respect to any Option, SAR or Stock Option
Agreement then in effect, except to the extent that any such action shall be
required or desirable (in the opinion of the Corporation or its counsel) so that
any Option intended to qualify as an ISO complies with the Code or any rule or
regulation promulgated or proposed thereunder.

     11.  BURDEN AND BENEFIT. The terms and provisions of this Plan shall be
binding upon, and shall inure to the benefit of, each Participant and such
Participant's executors and administrators, estate, heirs and personal and legal
representatives.

     12.  HEADINGS. The headings and other captions contained in this Plan are
for convenience and reference only and shall not be used in interpreting,
construing or enforcing any of the provisions of this Plan.

     13.  INTERPRETATION. Notwithstanding any provision of this Plan or any
provision of any Stock Option Agreement evidencing an Option that is intended,
in whole or in part, to qualify as an ISO, this Plan and each such Stock Option
Agreement are intended to comply with all requirements for qualification under
the Code and with any rule or regulation promulgated or proposed thereunder, and
shall be interpreted and construed in a manner which is consistent with this
Plan and each such Stock Option Agreement being so qualified. This Plan shall be
governed by, and construed in accordance with, the substantive laws of the State
of Delaware (other than rules of conflicts-of-law or choice-of-law).


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