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                                                                    EXHIBIT 10.1

                               G-LINK CORPORATION

                            1999 STOCK INCENTIVE PLAN

SECTION 1.  PURPOSE; DEFINITIONS.

        The purpose of the G-Link Corporation 1999 Stock Incentive Plan (the
"Plan") is to enable G-Link Corporation (the "Corporation") to attract, retain
and reward key employees of and consultants to the Corporation and its
Subsidiaries and Affiliates, and directors who are not also employees of the
Corporation, and to strengthen the mutuality of interests between such key
employees, consultants, and directors by awarding such key employees,
consultants, and directors performance-based stock incentives and/or other
equity interests or equity-based incentives in the Corporation, as well as
performance-based incentives payable in cash. 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 9(b) of the
Plan.

        E. "Change in Control Price" has the meaning provided in Section 9(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 G-Link Corporation, 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.


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        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 13 of the Plan.

        M. "Equity Issuance" means an issuance of Common Stock by the
Corporation following the Effective Date of this Plan in connection with a
public or private offering, including in connection with an acquisition, merger
or similar transaction, but excluding issuances of Common Stock under this Plan
or in any other compensatory transaction with an officer, employee, or director
of, or consultant to, the Corporation or its Subsidiaries or Affiliates.

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

        O. "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 the national securities
market or exchange on which the Common Stock is principally traded, or, if no
such sale of a share of Common Stock is reported on a national securities
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.

        P. "Incentive Stock Option" means any Stock Option intended to be and
designated as an "Incentive Stock Option" within the meaning of Section 422 of
the Code.

        Q. "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.

        R. "Non-Employee Director" means a member of the Board who is a
Non-Employee Director within the meaning of Rule 16b-3(b)(3) promulgated under
the Exchange Act and an outside director within the meaning of Treasury
Regulation Sec. 162-27(e)(3) promulgated under the Code.

        S. "Non-Qualified Stock Option" means any stock option that is not an
incentive Stock Option.

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

        U. "Other Stock-Based Award" means an award under Section 8 below that
is valued in whole or in part by reference to, or is otherwise based on, the
Common Stock.


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        V. "Plan" means this G-Link Corporation 1999 Stock Incentive Plan, as
amended from time to time.

        W. "Restricted Stock" means an award of shares of Common Stock that is
subject to restrictions under Section 7 of the Plan.

        X. "Restriction Period" has the meaning provided in Section 7 of the
Plan.

        Y. "Retirement" means Normal or Early Retirement.

        Z. "Section 162(m) Maximum" has the meaning provided in Section 3(a)
hereof.

        AA. "Stock Appreciation Right" means the right pursuant to an award
granted under Section 6 below to surrender to the Corporation all (or a portion)
of a Stock Option in exchange for an amount equal to the difference between (i)
the Fair Market Value, as of the date such Stock Option (or such portion
thereof) is surrendered, of the shares of Common Stock covered by such Stock
Option (or such portion thereof), subject, where applicable, to the pricing
provisions in Section 6(b)(ii), and (ii) the aggregate exercise price of such
Stock Option (or such portion thereof).

        BB. "Stock Option" or "Option" means any option to purchase shares of
Common Stock (including Restricted Stock, if the Committee so determines)
granted pursuant to Section 5 below.

        CC. "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. 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.

        The Committee shall have authority to grant, pursuant to the terms of
the Plan, to officers, other key employees and consultants eligible under
Section 4: (i) Stock Options, (ii) Stock Appreciation Rights, (iii) Restricted
Stock, and/or (iv) Other Stock-Based Awards.



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        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 officers, key employees of and consultants to
        the Corporation and its Subsidiaries and Affiliates to whom Stock
        Options, Stock Appreciation Rights, Restricted Stock, and/or Other
        Stock-Based Awards may from time to time be granted hereunder;

               (b) to determine whether and to what extent Incentive Stock
        Options, Non-Qualified Stock Options, Stock Appreciation Rights,
        Restricted Stock, and/or Other Stock-Based Awards, or any combination
        thereof, 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 Stock Option or other award 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 10 hereof;

               (e) to determine whether and under what circumstances a Stock
        Option may be settled in cash or Restricted Stock under Section 5(m), as
        applicable, instead of Common Stock;

               (f) to determine whether, to what extent, and under what
        circumstances Option grants and/or other awards under the Plan are to be
        made, and operate, on a tandem basis vis-a-vis other awards under the
        Plan and/or 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 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 2,000,000 shares plus an annual
increase to be added on each anniversary date of the adoption of the Plan equal
to the lesser of (i)1,000,000 shares, (ii) two percent of the outstanding shares
on such date or (iii) a number determined by the Board. The shares of Common
Stock issuable under the Plan may consist, in whole or in part, of authorized
and unissued shares or treasury shares. No officer of the Corporation or other
person whose compensation may be subject to the limitations on deductibility
under Section 162(m) of the Code shall be eligible to receive awards pursuant to
this Plan relating to in excess of 400,000 shares of Common Stock in any fiscal
year (the "Section 162(m) Maximum").

        (b) If any shares of Common Stock that have been optioned cease to be
subject to a Stock Option, or if any shares of Common Stock that are subject to
any Restricted Stock or Other Stock-Based Award granted hereunder are forfeited
prior to the payment of any dividends, if applicable, with respect to such
shares of Common Stock, 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, in the number and option price of shares subject
to outstanding Options granted under the Plan, the Section 162(m) Maximum and in
the number of shares subject to other outstanding awards granted under the Plan
as may be determined to be appropriate by the Committee, in its sole discretion,
provided that the number of shares subject to any award shall always be a whole
number. An adjusted option price shall also be used to determine the amount
payable by the Corporation upon the exercise of any Stock Appreciation Right
associated with any Stock Option.


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SECTION 4.  ELIGIBILITY.

        Directors, officers and other key employees of and consultants to the
Corporation and its Subsidiaries and Affiliates who are responsible for or
contribute to the management, growth and/or profitability of the business of the
Corporation and/or its Subsidiaries and Affiliates are eligible to be granted
awards under the Plan.

SECTION 5.  STOCK OPTIONS.

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

        Stock Options granted under the Plan may be of two types: (i) Incentive
Stock Options and (ii) Non-Qualified Stock Options. Incentive Stock Options may
be granted only to individuals who are employees of the Corporation or any
Subsidiary of the Corporation.

        The Committee shall have the authority to grant to any optionee
Incentive Stock Options, Non-Qualified Stock Options, or both types of Stock
Options (in each case with or without Stock Appreciation Rights).

        Options granted to officers, key employees, Outside Directors and
consultants 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 Stock Option shall be determined by the Committee at
        the time of grant but shall be not less than 100% (or, in the case of
        any employee who owns stock possessing more than 10% of the total
        combined voting power of all classes of stock of the Corporation or of
        any of its Subsidiaries, not less than 110%) of the Fair Market Value of
        the Common Stock at grant, in the case of Incentive Stock Options, and
        not less than 85% of the Fair Market Value of the Common Stock at grant,
        in the case of Non-Qualified Stock Options.

               (b) Option Term. The term of each Stock Option shall be fixed by
        the Committee, but no Incentive Stock Option shall be exercisable more
        than ten years (or, in the case of an employee who owns stock possessing
        more than 10% of the total combined voting power of all classes of stock
        of the Corporation or any of its Subsidiaries or parent corporations,
        more than five years) after the date the Option is granted.

               (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; provided, however, that
        except as provided in Section 5(g) and (h) and


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        Section 9, unless otherwise determined by the Committee at or after
        grant, no Stock Option shall be exercisable prior to the first
        anniversary date of the granting of the Option. The Committee may
        provide that a Stock Option shall vest over a period of future service
        at a rate specified at the time of grant, or that the Stock Option is
        exercisable only in installments. If the Committee provides, in its sole
        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 in its sole discretion.

               (d) Method of Exercise. Subject to whatever installment exercise
        restrictions apply under Section 5(c), 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, note, or such other instrument as the
        Committee may accept. As determined by the Committee, in its sole
        discretion, at or (except in the case of an Incentive Stock Option)
        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 or, in the case of
        a Non-Qualified Stock Option, shares of Restricted Stock or shares
        subject to such Option or another award hereunder (in each case valued
        at the Fair Market Value of the Common Stock on the date the 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 Stock
        Option to replace the Common Stock which was surrendered. If payment of
        the option exercise price of a Non-Qualified Stock 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 Common Stock received upon the
        exercise shall be subject to the same forfeiture restrictions, unless
        otherwise determined by the Committee, in its sole discretion, at or
        after grant. 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 Option when the optionee has given written notice
        of exercise, has paid in full for such shares, and, if requested, has
        given the representation described in Section 12(a).

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


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               (f) Bonus for Taxes. In the case of a Non-Qualified Stock Option
        or an optionee who elects to make a disqualifying disposition (as
        defined in Section 422(a)(1) of the Code) of Common Stock acquired
        pursuant to the exercise of an Incentive Stock Option, the Committee in
        its discretion may award at the time of grant or thereafter the right to
        receive upon exercise of such Stock Option a cash bonus calculated to
        pay part or all of the federal and state, if any, income tax incurred by
        the optionee upon such exercise.

               (g) Termination by Death. Subject to Section 5(k), if an
        optionee's employment by the Corporation and any Subsidiary or (except
        in the case of an Incentive Stock Option) Affiliate terminates by reason
        of death, any Stock Option held by such optionee may thereafter be
        exercised, to the extent such option was exercisable at the time of
        death or (except in the case of an Incentive Stock Option) on such
        accelerated basis as the Committee may determine at or after grant (or
        except in the case of an Incentive Stock Option, 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 Stock Option,
        whichever period is the shorter.

               (h) Termination by Reason of Disability. Subject to Section 5(k),
        if an optionee's employment by the Corporation and any Subsidiary or
        (except in the case of an Incentive Stock Option) Affiliate terminates
        by reason of Disability, any 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 (except in the case of an
        Incentive Stock Option) on such accelerated basis as the Committee may
        determine at or after grant (or, except in the case of an Incentive
        Stock Option, as may be determined in accordance with procedures
        established by the Committee), for a period of (i) 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 Stock Option, whichever period is the shorter, in
        the case of a Non-Qualified Stock Option and (ii) one year from the date
        of termination of employment or until the expiration of the stated term
        of such Stock Option, whichever period is shorter, in the case of an
        Incentive Stock Option; provided however, that, if the optionee dies
        within the period specified in (i) 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 from the date of such death or until
        the expiration of the stated term of such Stock Option, whichever period
        is shorter. In the event of termination of employment by reason of
        Disability, if an Incentive Stock Option is exercised after the
        expiration of the exercise period applicable to Incentive Stock Options,
        but before the expiration of any period that would apply if such Stock
        Option were a Non-Qualified Stock Option, such Stock Option will
        thereafter be treated as a NonQualified Stock Option.


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               (i) Termination by Reason of Retirement. Subject to Section 5(k),
        if an optionee's employment by the Corporation and any Subsidiary or
        (except in the case of an Incentive Stock Option) Affiliate terminates
        by reason of Normal or Early Retirement, any 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 (except in the case of
        an Incentive Stock Option) on such accelerated basis as the Committee
        may determine at or after grant (or, except in the case of an Incentive
        Stock Option, as may be determined in accordance with procedures
        established by the Committee), for a period of (i) 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 Stock Option, whichever period is the shorter, in the case
        of a Non-Qualified Stock Option and (ii) three months from the date of
        such termination of employment or the expiration of the stated term of
        such Stock Option, whichever period is the shorter, in the event of an
        Incentive Stock Option; provided however, that, if the optionee dies
        within the period specified in (i) 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 from the date of such death or until
        the expiration of the stated term of such Stock Option, whichever period
        is shorter. In the event of termination of employment by reason of
        Retirement, if an Incentive Stock Option is exercised after the
        expiration of the exercise period applicable to Incentive Stock Options,
        but before the expiration of the period that would apply if such Stock
        Option were a Non-Qualified Stock Option, the option will thereafter be
        treated as a Non-Qualified Stock Option.

               (j) Other Termination. Subject to Section 5(k), unless otherwise
        determined by the Committee (or pursuant to procedures established by
        the Committee) at or (except in the case of an Incentive Stock Option)
        after grant, if an optionee's employment by the Corporation and any
        Subsidiary or (except in the case of an Incentive Stock Option)
        Affiliate is involuntarily terminated for any reason other than death,
        Disability or Normal or Early Retirement, or if optionee voluntarily
        terminates employment, the Stock Option shall thereupon terminate,
        except that such Stock Option may be exercised, to the extent otherwise
        then exercisable, for the lesser of three months or the balance of such
        Stock Option's term if the involuntary termination is without Cause. The
        Committee has the option to extend the exercise period until the lesser
        of six months or the balance of such Stock Option's term if the
        involuntary termination is without Cause. However, any Incentive Stock
        Option not exercised within three months will be treated as a
        NonQualified Stock Option. 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 (except in the case of an Incentive
        Stock Option) Affiliate (except for Disability, Normal or Early
        Retirement), the Stock Option shall thereupon terminate;


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        provided, however, that the Committee at grant or (except in the case
        of an Incentive Stock Option) thereafter may extend the exercise period
        in this situation for the lesser of three months or the balance of such
        Stock Option's term.

               (k) Incentive Stock Options. Anything in the Plan to the contrary
        notwithstanding, no term of this Plan relating to Incentive Stock
        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 Stock
        Option under such Section 422. No Incentive Stock Option shall be
        granted to any participant under the Plan if such grant would cause the
        aggregate Fair Market Value (as of the date the Incentive Stock Option
        is granted) of the Common Stock with respect to which all Incentive
        Stock Options are exercisable for the first time by such participant
        during any calendar year (under all such plans of the Company and any
        Subsidiary) to exceed $100,000. To the extent permitted under Section
        422 of the Code or the applicable regulations thereunder or any
        applicable Internal Revenue Service pronouncement:

                   (i) if (x) a participant's employment is terminated by reason
               of death, Disability, or Retirement and (y) the portion of any
               Incentive Stock Option that is otherwise exercisable during the
               post-termination period specified under Section 5(g), (h) or (i),
               applied without regard to the $100,000 limitation contained in
               Section 422(d) of the Code, is greater than the portion of such
               Option that is immediately exercisable as an "Incentive Stock
               Option" during such post-termination period under Section 422,
               such excess shall be treated as a Non-Qualified Stock Option; and

                   (ii) if the exercise of an Incentive Stock Option is
               accelerated by reason of a Change in Control, any portion of such
               Option that is not exercisable as an Incentive Stock Option by
               reason of the $100,000 limitation contained in Section 422(d) of
               the Code shall be treated as a Non-Qualified Stock Option.

               (l) Buyout Provisions. The Committee may at any time offer to buy
        out for a payment in cash, Common Stock, or Restricted Stock an Option
        previously granted, based on such terms and conditions as the Committee
        shall establish and communicate to the optionee at the time that such
        offer is made.

               (m) Settlement Provisions. If the option agreement so provides at
        grant or (except in the case of an Incentive Stock Option) 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 (as determined by the Committee)
        of such Restricted Stock determined without regards to the forfeiture
        restrictions involved.


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               (n) Performance and Other Conditions. The Committee may condition
        the exercise of any Option upon the attainment of specified performance
        goals or other factors as the Committee may determine, in its sole
        discretion. Unless specifically provided in the option agreement, any
        such conditional Option shall vest six months prior to its expiration if
        the conditions to exercise have not theretofore been satisfied.

SECTION 6. STOCK APPRECIATION RIGHTS.

               (a) Grant and Exercise. Stock Appreciation Rights may be granted
        in conjunction with all or part of any Stock Option granted under the
        Plan. In the case of a Non-Qualified Stock Option, such rights may be
        granted either at or after the time of the grant of such Stock Option.
        In the case of an Incentive Stock Option, such rights may be granted
        only at the time of the grant of such Stock Option. A Stock Appreciation
        Right or applicable portion thereof granted with respect to a given
        Stock Option shall terminate and no longer be exercisable upon the
        termination or exercise of the related Stock Option, subject to such
        provisions as the Committee may specify at grant where a Stock
        Appreciation Right is granted with respect to less than the full number
        of shares covered by a related Stock Option. A Stock Appreciation Right
        may be exercised by an optionee, subject to Section 6(b), in accordance
        with the procedures established by the Committee for such purpose. Upon
        such exercise, the optionee shall be entitled to receive an amount
        determined in the manner prescribed in Section 6(b). Stock Options
        relating to exercised Stock Appreciation Rights shall no longer be
        exercisable to the extent that the related Stock Appreciation Rights
        have been exercised.

               (b) Terms and Conditions. Stock Appreciation Rights shall be
        subject to such terms and conditions, not inconsistent with the
        provisions of the Plan, as shall be determined from time to time by the
        Committee, including the following:

                   (i) Stock Appreciation Rights shall be exercisable only
               at such time or times and to the extent that the Stock Options to
               which they relate shall be exercisable in accordance with the
               provisions of Section 5 and this Section 6 of the Plan.

                   (ii) Upon the exercise of a Stock Appreciation Right, an
               optionee shall be entitled to receive an amount in cash and/or
               shares of Common Stock equal in value to the excess of the Fair
               Market Value of one share of Common Stock over the option price
               per share specified in the related Stock Option multiplied by the
               number of shares in respect of which the Stock Appreciation Right
               shall have been exercised, with the Committee having the right to
               determine the form of payment. When payment is to be made in
               shares, the number of shares to be paid shall be calculated on
               the basis of the Fair Market Value of the shares on the date of
               exercise. When payment is to be made in cash, such amount shall
               be calculated

                                       11


<PAGE>   12



               on the basis of the Fair Market Value of the Common Stock on
               the date of exercise.

                   (iii) Stock Appreciation Rights shall be transferable
               only when and to the extent that the underlying Stock Option
               would be transferable under Section 5(e) of the Plan.

                   (iv) Upon the exercise of a Stock Appreciation Right, the
               Stock Option or part thereof to which such Stock Appreciation
               Right is related shall be deemed to have been exercised for the
               purpose of the limitation set forth in Section 3 of the Plan on
               the number of shares of Common Stock to be issued under the Plan.

                   (v) The Committee, in its sole discretion, may also provide
               that, in the event of a Change in Control and/or a Potential
               Change in Control, the amount to be paid upon the exercise of a
               Stock Appreciation Right shall be based on the Change in Control
               Price, subject to such terms and conditions as the Committee may
               specify at grant.

                   (vi) The Committee may condition the exercise of any Stock
               Appreciation Right upon the attainment of specified performance
               goals or other factors as the Committee may determine, in its
               sole discretion.

SECTION 7.  RESTRICTED STOCK.

               (a) Administration. Shares of Restricted Stock may be issued
        either alone, in addition to, or in tandem with other awards granted
        under the Plan and/or cash awards made outside the Plan. The Committee
        shall determine the eligible persons to whom, and the time or times at
        which, grants of Restricted Stock will be made, the number of shares of
        Restricted Stock to be awarded to any person, the price (if any) to be
        paid by the recipient of Restricted Stock (subject to Section 7(b)), the
        time or times within which such awards may be subject to forfeiture, and
        the other terms, restrictions and conditions of the awards in addition
        to those set forth in Section 7(c). The Committee may condition the
        grant of Restricted Stock upon the attainment of specified performance
        goals or such other factors as the Committee may determine, in its sole
        discretion. The provisions of Restricted Stock awards need not be the
        same with respect to each recipient.

               (b) 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 Corporation, and has otherwise complied with the applicable terms
        and conditions of such award.


                                       12


<PAGE>   13



                   (i) The purchase price for shares of Restricted Stock shall
               be established by the Committee and may be zero.

                   (ii) 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 under Section 7(b)(i).

                   (iii) 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 (or a transferee permitted by Section
               12(h) hereof), and shall bear an appropriate legend referring to
               the terms, conditions, and restrictions applicable to such award.

                   (iv) The Committee shall require that the stock certificates
               evidencing such shares be held in custody by the Corporation
               until the restrictions thereon shall have lapsed, and that, as
               a condition of any Restricted Stock award, the participant shall
               have delivered a stock power, endorsed in blank, relating to the
               shares of Common Stock covered by such award.

               (c) Restrictions and Conditions. The shares of Restricted Stock
        awarded pursuant to this Section 7 shall be subject to the following
        restrictions and conditions:

                   (i) In accordance with the provisions of this Plan and the
               award agreement, during a 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, in its sole
               discretion, 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, such other
               factors or criteria as the Committee may determine in its sole
               discretion.

                   (ii) Except as provided in this paragraph (ii) and Section
               7(c)(i), the participant shall have, with respect to the shares
               of Restricted Stock, all of the rights of a shareholder of the
               Corporation, including the right to vote the shares, and the
               right to receive any cash dividends. The Committee, in its sole
               discretion, 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, subject to Section 12(e), in
               additional Restricted Stock to the extent shares are available
               under Section 3, or otherwise reinvested. Pursuant to Section 3
               above, stock dividends issued with respect to Restricted Stock
               shall be treated as additional shares of Restricted Stock that
               are subject to the same restrictions and other terms and
               conditions that apply to the shares with respect to which such
               dividends are


                                       13


<PAGE>   14



               issued. If the Committee so determines, the award agreement may
               also impose restrictions on the right to vote and the right to
               receive dividends.

                   (iii) Subject to the applicable provisions of the award
               agreement and this Section 7, upon termination of a participant's
               employment with the Corporation and any Subsidiary or Affiliate
               for any reason during the Restriction Period, all shares still
               subject to restriction will vest, or be forfeited, in accordance
               with the terms and conditions established by the Committee at or
               after grant.

                   (iv) If and when the Restriction Period expires without a
               prior forfeiture of the Restricted Stock subject to such
               Restriction Period, certificates for an appropriate number of
               unrestricted shares shall be delivered to the participant (or a
               transferee permitted by Section 12(h) hereof) promptly.

               (d) Minimum Value Provisions. In order to better ensure that
        award payments actually reflect the performance of the Corporation and
        service of the participant, the Committee may provide, in its sole
        discretion, for a tandem performance-based or other award designed to
        guarantee a minimum value, payable in cash or Common Stock to the
        recipient of a restricted stock award, subject to such performance,
        future service, deferral, and other terms and conditions as may be
        specified by the Committee.

SECTION 8.  OTHER STOCK-BASED AWARDS.

               (a) Administration. Other Stock-Based Awards, including, without
        limitation, performance shares, convertible preferred stock, convertible
        debentures, exchangeable securities and Common Stock awards or options
        valued by reference to earnings per share or Subsidiary performance, may
        be granted either alone, in addition to, or in tandem with Stock
        Options, Stock Appreciation Rights, or Restricted Stock granted under
        the Plan and cash awards made outside of the Plan; provided that no such
        Other Stock-Based Awards may be granted in tandem with Incentive Stock
        Options if that would cause such Stock Options not to qualify as
        Incentive Stock Options pursuant to Section 422 of the Code. Subject to
        the provisions of the Plan, the Committee shall have authority to
        determine the persons to whom and the time or times at which such awards
        shall be made, the number of shares of Common Stock to be awarded
        pursuant to such awards, and all other conditions of the awards. The
        Committee may also provide for the grant of Common Stock upon the
        completion of a specified performance period. The provisions of Other
        Stock-Based Awards need not be the same with respect to each recipient.

               (b) Terms and Conditions. Other Stock-Based Awards made pursuant
        to this Section 8 shall be subject to the following terms and
        conditions:

                                       14


<PAGE>   15



                   (i) Shares subject to awards under this Section 8 and the
               award agreement referred to in Section 8(b)(v) below, may not be
               sold, assigned, transferred, pledged, or otherwise encumbered
               prior to the date on which the shares are issued, or, if later,
               the date on which any applicable restriction, performance, or
               deferral period lapses.

                   (ii) Subject to the provisions of this Plan and the award
               agreement and unless otherwise determined by the Committee at
               grant, the recipient of an award under this Section 8 shall be
               entitled to receive, currently or on a deferred basis, interest
               or dividends or interest or dividend equivalents with respect to
               the number of shares covered by the award, as determined at the
               time of the award by the Committee, in its sole discretion, and
               the Committee may provide that such amounts (if any) shall be
               deemed to have been reinvested in additional shares of Common
               Stock or otherwise reinvested.

                   (iii) Any award under Section 8 and any shares of Common
               Stock covered by any such award shall vest or be forfeited to the
               extent so provided in the award agreement, as determined by the
               Committee in its sole discretion.

                   (iv) In the event of the participant's Retirement,
               Disability, or death, or in cases of special circumstances, the
               Committee may, in its sole discretion, waive in whole or in part
               any or all of the remaining limitations imposed hereunder (if
               any) with respect to any or all of an award under this Section 8.

                   (v) Each award under this Section 8 shall be confirmed by,
               and subject to the terms of, an agreement or other instrument
               by the Corporation and the participant.

                   (vi) Common Stock (including securities convertible into
               Common Stock) issued on a bonus basis under this Section 8 may be
               issued for no cash consideration. Common Stock (including
               securities convertible into Common Stock) purchased pursuant to a
               purchase right awarded under this Section 8 shall be priced at
               least 85% of the Fair Market Value of the Common Stock on the
               date of grant.

SECTION 9.  CHANGE IN CONTROL PROVISIONS.

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

                   (1) a "Change in Control" as defined in Section 9(b); or



                                       15


<PAGE>   16



                   (2) a "Potential Change in Control" as defined in Section
               9(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 9(a), the following acceleration provisions shall apply:

                       (a) Any Stock Appreciation Rights, any Stock Option
                   awarded under the Plan not previously exercisable and vested
                   shall become fully exercisable and vested.

                       (b) The restrictions applicable to any Restricted Stock
                   and Other Stock-Based Awards, in each case to the extent not
                   already vested under the Plan, shall lapse and such shares
                   and awards shall be deemed fully vested.

                   (ii) Subject to the limitations set forth below in this
               Section 9(a), the value of all outstanding Stock Options, Stock
               Appreciation Rights, Restricted Stock and Other Stock-Based
               Awards, in each case 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 9(d)
               as of the date such Change in Control or such 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 award in the
               award agreement.

               (b) Definition of Change in Control. For purposes of Section
        9(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



                                       16


<PAGE>   17



               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 9(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 9(b); or

                   (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 9,
        "Change in Control Price" means the highest price per share paid in any
        transaction reported on a national securities exchange or market on
        which the Common Stock is traded, 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 except that, in the case of Incentive Stock
        Options and Stock Appreciation Rights relating to Incentive Stock
        Options, such price shall be based only on transactions reported for the
        date on which the optionee exercises such Stock Appreciation Rights or,
        where applicable, the date on which a cash out occurs under Section
        9(a)(ii).

                                               17


<PAGE>   18



SECTION 10.  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 (a) increase the maximum
number of shares that may be issued under the Plan or increase the Section
162(m) Maximum, (b) change the provisions governing Incentive Stock Options
except as required or permitted under the provisions governing incentive stock
options under the Code, or (c) make any change for which applicable law or
regulatory authority (including the regulatory authority of any national
securities market or exchange on which the Common Stock is traded) would require
shareholder approval or for which shareholder approval would be required to
secure full deductibility of compensation received under the Plan under Section
162(m) of the Code. No amendment, alteration, or discontinuation shall be made
which would impair the rights of an optionee or participant under a Stock
Option, Stock Appreciation Right, Restricted Stock, or Other Stock-Based Award
theretofore granted, without the participant's consent.

        The Committee may amend the terms of any Stock Option or other award
theretofore granted, prospectively or retroactively, but, subject to Section 3
above, no such amendment shall impair the rights of any holder without the
holder's consent. The Committee may also substitute new Stock Options for
previously granted Stock Options (on a one for one or other basis), including
previously granted Stock Options having higher option exercise prices. Solely
for purposes of computing the Section 162(m) Maximum, if any Stock Options or
other awards previously granted to a participant are canceled and new Stock
Options or other awards having a lower exercise price or other more favorable
terms for the participant are substituted in their place, both the initial Stock
Options or other awards and the replacement Stock Options or other awards will
be deemed to be outstanding (although the canceled Stock Options or other awards
will not be exercisable or deemed outstanding for any other purposes).

SECTION 11. 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, 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 of or with
respect to awards hereunder; provided, however, that, 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.

                                       18


<PAGE>   19



SECTION 12. GENERAL PROVISIONS.

               (a) The Committee may require each person purchasing shares
        pursuant to a Stock Option or other award under the Plan to represent to
        and agree with the Corporation in writing that the optionee or
        participant is acquiring the shares without a view to distribution
        thereof. The certificates for such shares may include any legend which
        the Committee deems appropriate to reflect any restrictions on transfer.
        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 actual or deemed reinvestment of dividends or dividend
        equivalents in additional Restricted Stock (or other types of Plan
        awards) at the time of any dividend payment shall only be permissible if
        sufficient shares of Common Stock are available under Section 3 for such
        reinvestment (taking into account then outstanding Stock Options and
        other Plan awards).


                                       19


<PAGE>   20



               (f) 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.

               (g) 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
        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.

               (h) In addition to any other restrictions on transfer that may be
        applicable under the terms of this Plan or the applicable award
        agreement, no Stock Option, Stock Appreciation Right, Restricted Stock
        award, or Other Stock-Based Award or other right issued under this Plan
        is transferable by the participant without the prior written consent of
        the Committee, other than (i) transfers by an 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. The designation of a
        beneficiary will not constitute a transfer.

               (i) 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 13. EFFECTIVE DATE OF PLAN.

        The Plan was approved by the Board and the shareholders of the
Corporation and became effective on October 4, 1999 (the "Effective Date").

SECTION 14. TERM OF PLAN.

        No Stock Option, Stock Appreciation Right, Restricted Stock Award or
Other Stock-Based Award 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.


                                       20
<PAGE>   21
                         AMENDMENT TO G-LINK CORPORATION
                            1999 STOCK INCENTIVE PLAN

          WHEREAS, on October 4, 1999, LINK2GOV Corp., formerly known as G-Link
Corporation (the "Corporation"), adopted the 1999 Stock Incentive Plan (the
"Plan"); and

          WHEREAS, the Board of Directors desires to increase the number of
authorized shares available for issuance under the Plan.

          NOW, THEREFORE, the Plan is hereby amended as follows, effective March
21, 2000:

          Section 3(a) of the Plan is hereby amended by deleting the reference
          to "2,000,000 shares" and replacing such reference with "6,000,000
          shares".

          IN WITNESS WHEREOF, the undersigned officer has executed this
Amendment pursuant to authority granted by the Board of Directors of the
Corporation on this 21st day of March, 2000.

                                        LINK2GOV CORP.

                                        By: /s/ Richardson M. Roberts
                                            ------------------------------------
                                        Title: Chief Executive Officer
                                               ---------------------------------