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                                                                   Exhibit 10.10


                               EPRISE CORPORATION
                        2000 EMPLOYEE STOCK PURCHASE PLAN
                          (as Amended Through 3/22/00)
                        ---------------------------------


         The following constitute the provisions of the 2000 Employee Stock
Purchase Plan of Eprise Corporation.

1.       PURPOSE. The purpose of the Plan is to provide employees of the Company
and its Subsidiaries with an opportunity to purchase Common Stock of the
Company. It is the intention of the Company to have the Plan qualify as an
"Employee Stock Purchase Plan" under Section 423 of the Code. The provisions of
the Plan shall, accordingly, be construed so as to extend and limit
participation in a manner consistent with the requirements of that section of
the Code.

2.       DEFINITIONS.

         (a) "ADMINISTRATOR" shall mean the person, committee or entity
appointed by the Board to administer the Plan as provided herein. If no
Administrator is in office from time to time, the Board shall serve as
Administrator until the effective date of any successor's appointment.

         (b) "BOARD" shall mean the Board of Directors of the Company.

         (c) "CODE" shall mean the Internal Revenue Code of 1986, as amended.

         (d) "COMMON STOCK" shall mean the Common Stock, $0.001 par value, of
the Company.

         (e) "COMPANY" shall mean Eprise Corporation, a Delaware corporation.

         (f) "COMPENSATION" shall mean all base pay, salary, bonuses and
commissions, including payments for overtime and sales commissions and elective
contributions to 401(k) plans, health and dependent care benefits plans and
non-qualified pay deferral plans.

         (g) "CONTINUOUS STATUS AS AN EMPLOYEE" shall mean the absence of any
interruption or termination of service as an Employee. Continuous Status as an
Employee shall not be considered interrupted in the case of (i) a leave of
absence either (A) agreed to in writing by the Company, provided that such leave
is for a period of not more than 90 days, or (B) if reemployment upon the
expiration of such leave is guaranteed by contract or statute and provided
further that the Employee returns to service upon the expiration of such leave;
or (ii) a single interruption in service for any other reason of up to 30 days.

         (h) "CONTRIBUTIONS" shall mean all amounts credited to the account of a
participant pursuant to the Plan.




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         (i) "EMPLOYEE" shall mean any person, including an officer, who is an
employee of the Company or one of its Subsidiaries, as determined pursuant to
Treasury Regulation Section 1.421-7(h) or any successor thereto.

         (j) "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
amended.

         (k) "EXERCISE DATE" shall mean the last business day of each Offering
Period of the Plan.

         (l) "OFFERING DATE" shall mean the first business day of each Offering
Period of the Plan.

         (m) "OFFERING PERIOD" shall mean a period of six (6) months, unless
otherwise determined by the Board with respect to any one or more Offering
Periods.

         (n) "PLAN" shall mean this Employee Stock Purchase Plan.

         (o) "SUBSIDIARY" shall mean a corporation, domestic or foreign, defined
as such in Section 424(f) of the Code, whether or not such corporation now
exists or is hereafter organized or acquired by the Company or a Subsidiary.

3.       ELIGIBILITY.

         (a) SERVICE REQUIREMENT. Any Employee who (i) customarily works more
than twenty (20) hours per week for the Company and (ii) has had Continuous
Status as an Employee for at least three (3) months as of the Offering Date of a
given Offering Period shall be eligible to participate in such Offering Period
under the Plan, subject to the requirements of Section 5(a) and the limitations
imposed by Section 423(b) of the Code. Notwithstanding the foregoing, for the
first Offering Period only, any person who (x) is an Employee on the first day
of such Offering Period and (y) satisfies clause (i) of this Section 3(a) shall
be eligible to participate in such Offering Period under the Plan, subject to
the requirements of Section 5(a) and the limitations imposed by Section 423(b)
of the Code.

         (b) RESTRICTIONS ON ELIGIBILITY. Any provisions of the Plan to the
contrary notwithstanding, no Employee shall be granted an option under the Plan
(i) if, immediately after the grant, such Employee (either individually or
together with any other person whose stock would be attributed to such Employee
pursuant to Section 424(d) of the Code) would own stock and/or hold outstanding
options to purchase stock possessing five percent (5%) or more of the total
combined voting power or value of all classes of stock of the Company or of any
subsidiary of the Company, or (ii) to the extent that such option would permit
his or her rights to purchase stock under all employee stock purchase plans
(described in Section 423 of the Code) of the Company and its Subsidiaries to
accrue at a rate which exceeds Twenty-Five Thousand Dollars ($25,000) of fair
market value of such stock (determined at the time such option is granted) for
each calendar year in which such option is outstanding at any time (as further
described in Section 6(c)).

4.       OFFERING PERIODS. The Plan shall be implemented by a series of Offering
Periods, with new Offering Periods commencing on or about March 1 and September
1 of each year (or at such other time or times as may be determined by the
Board). The first Offering Period shall commence on the first business day on
which price quotations for the Company's Common Stock are available on the
Nasdaq National Market or on such other date the Board shall




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determine. The Plan shall continue until terminated in accordance with Section
19 hereof. The Board shall have the power to change the duration and/or the
frequency of Offering Periods with respect to future offerings without
stockholder approval if such change is announced at least fifteen (15) days
prior to the scheduled beginning of the first Offering Period to be affected.

5.       PARTICIPATION.

         (a) SUBSCRIPTION AGREEMENTS; RANGE OF CONTRIBUTIONS. An eligible
Employee may become a participant in the Plan by completing a subscription
agreement on the form provided by the Company and filing it with the
Administrator (or its designee) prior to the applicable Offering Date, unless an
earlier or a later time for filing the subscription agreement is set by the
Board for all eligible Employees with respect to a given offering. The
subscription agreement shall set forth the percentage of the participant's
Compensation (which shall be not less than the percentage that will result in a
minimum Contribution of $150 per Offering Period and not more than 10% of the
Employee's Compensation) to be paid as Contributions pursuant to the Plan.

         (b) ENTRY DATE; TERMINATION. Payroll deductions shall commence on the
first payroll on or following the Offering Date and shall end on the last
payroll paid on or prior to the Exercise Date of the offering to which the
subscription agreement is applicable, unless sooner terminated by the
participant as provided in Section 10.

6.       METHOD OF PAYMENT OF CONTRIBUTIONS.

         (a) PAYROLL DEDUCTIONS. Subject to the limitations of Section 423(b) of
the Code and Section 3(b) herein and subject to the terms and conditions of the
subscription agreement referred to in Section 5(a) above, the participant shall
elect to have payroll deductions made on each payday during the Offering Period
in any amount permitted pursuant to the subscription agreement. All payroll
deductions made by a participant shall be credited to his or her account under
the Plan. A participant may not make any additional payments into such account.

         (b) CHANGES IN CONTRIBUTION RATE. A participant may discontinue his or
her participation in the Plan as provided in Section 10, or, on one occasion
only during the Offering Period, may increase or decrease the rate of his or her
Contributions during the Offering Period by completing and filing with the
Administrator (or its designee) a new subscription agreement. The change in rate
shall be effective as of the beginning of the calendar quarter following the
date of filing of the new subscription agreement or as soon thereafter as is
administratively practicable.

         (c) APPLICATION OF $25,000 ANNUAL LIMIT. Notwithstanding the foregoing,
to the extent necessary to comply with Section 423(b)(8) of the Code and Section
3(b) herein, a participant's payroll deductions shall be decreased to 0%.
Payroll deductions shall re-commence at the rate provided in such participant's
subscription agreement at the beginning of the first Offering Period which is
scheduled to end in the following calendar year, unless terminated by the
participant as provided in Section 10.



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7.       GRANT OF OPTION; OPTION PRICE.

         (a) GRANT OF OPTION; NUMBER OF OPTION SHARES. On the Offering Date of
each Offering Period, each eligible Employee participating in such Offering
Period shall be granted an option to purchase on the Exercise Date a number of
shares which shall be determined by dividing such Employee's Contributions
accumulated prior to such Exercise Date and retained in the participant's
account as of the Exercise Date by the option price per share of the shares of
Common Stock offered in the Offering Period, determined as provided in Section
7(b); PROVIDED however, that such purchase shall be subject to the limitations
set forth in Sections 3(b) and 12. The fair market value of a share of the
Company's Common Stock shall be determined as provided in Section 7(b).

         (b) DETERMINATION OF OPTION PRICE; FAIR MARKET VALUE. The option price
per share of the shares offered in a given Offering Period shall be the lower
of: (i) 85% of the fair market value of a share of the Common Stock of the
Company on the Offering Date; or (ii) 85% of the fair market value of a share of
the Common Stock of the Company on the Exercise Date. The fair market value of
the Company's Common Stock on a given date shall be determined by the Board
based on (i) the average of the high and low prices of the Common Stock on such
date on the principal national securities exchange on which the Common Stock is
traded, if the Common Stock is then traded on a national securities exchange; or
(ii) the last reported sale price of the Common Stock on the Nasdaq National
Market System on such date, if the Common Stock is not then traded on a national
securities exchange; or (iii) the closing bid price or the average of bid prices
last quoted on such date by an established quotation service for
over-the-counter securities, if the Common Stock is not reported on the Nasdaq
National Market System or on a national securities exchange. Notwithstanding the
foregoing, in the case of the first Offering Period, the fair market value of
the Common Stock will be the price per share at which shares of the Company's
Common Stock are initially offered for sale to the public by the Company's
underwriters in the initial public offering of the Company's Common Stock
pursuant to a registration statement filed with the SEC under the Securities
Act. If the Common Stock is not publicly traded at the time a right is granted
under this Plan, "fair market value" shall mean the fair market value of the
Common Stock as determined by the Board in its discretion after taking into
consideration all factors which it deems appropriate, including, without
limitation, recent sale and offer prices of the Common Stock in private
transactions negotiated at arm's length.

8.       EXERCISE OF OPTION. Unless a participant withdraws from the Plan as
provided in Section 10, his or her option for the purchase of shares will be
exercised automatically on the Exercise Date of the Offering Period, and the
number of full shares subject to option (but in no event more than the maximum
amount permitted pursuant to Section 7(a) and the other provisions of the Plan,
subject to adjustment as provided in Section 18(a) hereof) will be purchased at
the applicable option price with the accumulated Contributions in the
participant's account. The shares purchased upon exercise of an option hereunder
shall be deemed to be transferred to the participant on the Exercise Date.
During his or her lifetime, a participant's option to purchase shares hereunder
is exercisable only by him or her.

9.       DELIVERY. As promptly as practicable after the Exercise Date of each
Offering Period, the Company shall arrange the delivery to each participant, as
appropriate, of a certificate representing the shares purchased upon exercise of
his or her option. Any cash remaining to the



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credit of a participant's account under the Plan after a purchase by him or her
of shares at the termination of each Offering Period, or which is insufficient
to purchase a full share of Common Stock of the Company, shall be returned to
said participant, without interest.

10.      WITHDRAWAL; TERMINATION OF EMPLOYMENT.

         (a) VOLUNTARY WITHDRAWAL. A participant may withdraw all but not less
than all the Contributions credited to his or her account under the Plan at any
time prior to the Exercise Date of the Offering Period by giving written notice
to the Administrator (or its designee), provided that such notice must be
received prior to the Exercise Date to be effective. All of the participant's
Contributions credited to his or her account will be paid without interest to
him or her promptly after timely receipt of his or her notice of withdrawal and
his or her option for the current period will be automatically terminated, and
no further Contributions for the purchase of shares will be made during the
Offering Period.

         (b) TERMINATION OF EMPLOYMENT. Upon termination of the participant's
Continuous Status as an Employee prior to the Exercise Date of the Offering
Period for any reason, including retirement, disability or death, the
participant's option shall terminate and the Contributions credited to his or
her account will be returned without interest to him or her or, in the case of
his or her death, to his or her designated beneficiary hereunder (or as
otherwise provided in Section 14(b) herein).

         (c) RESUMPTION OF PARTICIPATION IN SUBSEQUENT OFFERING PERIODS. A
participant's withdrawal from an offering will not have any effect upon his or
her eligibility to participate in a succeeding offering or in any similar plan
which may hereafter be adopted by the Company except to the extent set forth in
Rule 16b-3 under the Exchange Act.

11.      INTEREST. No interest shall accrue on the Contributions of a
participant in the Plan.

12.      STOCK.

         (a) AGGREGATE LIMITATION ON OPTIONS: PRO-RATA ALLOCATIONS. The maximum
number of shares of the Company's Common Stock which shall be made available for
sale under the Plan shall be 588,235 shares (after the reverse stock split
effective March 21, 2000), subject to adjustment upon changes in capitalization
of the Company as provided in subsection 18(a) hereof. Such number shall
increase automatically on January 1 of each year beginning in 2001 by a number
of shares equal to the lesser of (i) 1% of the Common Stock issued and
outstanding (including shares convertible into Common Stock, counted on an
as-converted basis) and shares held in treasury as of December 31 of the
preceding year and (ii) 294,118 shares (after the reverse stock split effective
March 21, 2000), subject to adjustment as provided in subsection 18(a). If the
total number of shares which would otherwise be subject to options granted
pursuant to Section 7(a) on the Offering Date of an Offering Period exceeds the
number of shares then available under the Plan (after deduction of all shares
for which options have been exercised or are then outstanding), the Company
shall make a pro rata allocation of the shares remaining available for option
grant in as uniform a manner as shall be practicable and as it shall determine
to be equitable and consistent with the requirements of Section 423(b)(5) of the
Code. In such event, the Company shall give written notice of such reduction of
the number of shares subject to the


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option to each Employee affected thereby and shall similarly reduce the rate of
Contributions, if necessary.

         (b) STATUS OF OPTIONED SHARES. The participant will have no interest or
voting right in shares covered by his or her option until such option has been
exercised.

         (c) REGISTRATION OF PURCHASED SHARES. Shares to be delivered to a
participant under the Plan will be registered in the name of the participant or
in the name of the participant and his or her spouse, at the participant's
election.

13.      ADMINISTRATION. The Administrator shall supervise and administer the
Plan and shall have full power to adopt, amend and rescind any rules deemed
desirable and appropriate for the administration of the Plan and not
inconsistent with the Plan, to construe and interpret the Plan, and to make all
other determinations necessary or advisable for the administration of the Plan.
The composition of any committee appointed to administer the Plan shall be in
accordance with the requirements to obtain or retain any available exemption
from the operation of Section 16(b) of the Exchange Act pursuant to Rule 16b-3
promulgated thereunder.

14.      DESIGNATION OF BENEFICIARY.

         (a) MANNER AND EFFECT OF DESIGNATION. A participant may file a written
designation of a beneficiary who is to receive any shares and cash, if any, from
the participant's account under the Plan in the event of such participant's
death subsequent to the end of the Offering Period but prior to delivery to him
or her of such shares and cash.

         (b) CHANGES IN BENEFICIARIES; EFFECT OF NO BENEFICIARY. Such
designation of beneficiary may be changed by the participant at any time by
written notice, provided that such notice shall not be effective until actually
received by the Administrator (or its designee). In the event of the death of a
participant and in the absence of a beneficiary validly designated under the
Plan who is living at the time of such participant's death, the Company shall
deliver such shares and/or cash to the executor or administrator of the estate
of the participant, or if no such executor or administrator has been appointed
(to the knowledge of the Company), the Company, in its discretion, may deliver
such shares and/or cash to the spouse or to any one or more dependents or
relatives of the participant, or if no spouse, dependent or relative is known to
the Company, then to such other person as the Company may designate. To the
extent of any such delivery of shares and/or cash hereunder, the Company's
obligation under the Plan with respect to the participant shall be discharged.

15.      TRANSFERABILITY. Neither Contributions credited to a participant's
account nor any rights with regard to the exercise of an option or to receive
shares under the Plan may be assigned, transferred, pledged or otherwise
disposed of in any way (other than by will, the laws of descent and
distribution, or as provided in Section 14) by the participant. Any such attempt
at assignment, transfer, pledge or other disposition shall be without effect,
except that the Company may treat such act as an election to withdraw funds in
accordance with Section 10.



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16.      USE OF FUNDS. All Contributions received or held by the Company under
the Plan may be used by the Company for any corporate purpose, and the Company
shall not be obligated to segregate such Contributions.

17.      REPORTS. Individual accounts will be maintained for each participant in
the Plan. Statements of account will be given by January 31 of each year to each
participating Employee who transferred during the prior year any shares of
Common Stock acquired at a price less than fair market value pursuant to the
exercise of an option under this Plan. Each such statement of account shall
contain the information required by Section 6039(a)(2) of the Code, including
but not limited to the date that the shares were originally acquired by the
participating Employee and the number of shares the participating Employee has
transferred.

18.      ADJUSTMENTS.

         (a) ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. The number of shares of
Common Stock covered by each option under the Plan which has not yet been
exercised and the number of shares of Common Stock which have been authorized
for issuance under the Plan but have not yet been placed under option
(collectively, the "Reserves"), as well as the price per share of Common Stock
covered by each option under the Plan which has not yet been exercised, shall be
proportionately adjusted for any increase or decrease in the number of issued
shares of Common Stock resulting from a stock split, reverse stock split, stock
dividend, combination or reclassification of the Common Stock, or any other
increase or decrease in the number of shares of Common Stock effected without
receipt of consideration by the Company. Such adjustment shall be made by the
Board, whose determination in that respect shall be final, binding and
conclusive. Except as expressly provided herein, no issue by the Company of
shares of stock of any class, or securities convertible into shares of stock of
any class, shall affect, and no adjustment by reason thereof shall be made with
respect to, the number or price of shares of Common Stock subject to an option.

         (b) EFFECT OF DISSOLUTION, LIQUIDATION, SALE OF ASSETS OR MERGER OF THE
COMPANY. In the event of the proposed dissolution or liquidation of the Company,
the Offering Period will terminate immediately prior to the consummation of such
proposed action, the options granted during such Offering Period shall terminate
and each participant's Contributions shall be returned without interest, unless
otherwise provided by the Board. In the event of a proposed sale of all or
substantially all of the assets of the Company, or the merger of the Company
with or into another corporation, each option under the Plan shall be assumed or
an equivalent option shall be substituted by such successor corporation or a
parent or subsidiary of such successor corporation, unless the Board determines,
in the exercise of its sole discretion and in lieu of such assumption or
substitution, to shorten the Offering Period then in progress by setting a new
Exercise Date (the "New Exercise Date"). If the Board shortens the Offering
Period then in progress in lieu of assumption or substitution in the event of a
merger or sale of assets, the Board shall notify each participant in writing, at
least ten (10) days prior to the New Exercise Date, that the Exercise Date for
his or her option has been changed to the New Exercise Date and that his or her
option will be exercised automatically on the New Exercise Date, unless prior to
such date he or she has withdrawn from the Offering Period as provided in
Section 10. For purposes of this paragraph, an option granted under the Plan
shall be deemed to be assumed if, following the sale of assets or merger, the
option confers the right to purchase, for each share of option stock




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subject to the option immediately prior to the sale of assets or merger, the
consideration (whether stock, cash or other securities or property) received in
the sale of assets or merger by holders of Common Stock for each share of Common
Stock held on the effective date of the transaction (and if such holders were
offered a choice of consideration, the type of consideration chosen by the
holders of a majority of the outstanding shares of Common Stock); provided,
however, that if such consideration received in the sale of assets or merger was
not solely common stock of the successor corporation or its parent (as defined
in Section 424(e) of the Code), the Board may, with the consent of the successor
corporation, provide for the consideration to be received upon exercise of the
option to be solely common stock of the successor corporation or its parent
equal in fair market value to the per share consideration received by holders of
Common Stock in the sale of assets or merger.

         (c) OTHER ADJUSTMENTS. The Board may, if it so determines in the
exercise of its sole discretion but subject to the requirements of Section 423
of the Code, also make provision for adjusting the Reserves, as well as the
price per share of Common Stock covered by each outstanding option, in the event
that the Company effects one or more reorganizations, recapitalizations, rights
offerings or other increases or reductions of shares of its outstanding Common
Stock not covered by subsection (a) hereof, and in the event of the Company
being consolidated with or merged into any other corporation.

19.      AMENDMENT OR TERMINATION.

         (a) RIGHT OF COMPANY TO AMEND OR TERMINATE PLAN; LIMITATIONS. The Board
may at any time terminate or amend the Plan. Except as provided in Section 18,
no such termination may affect options previously granted, nor may an amendment
make any change in any option theretofore granted which adversely affects the
rights of any participant without the written consent of such participant. In
addition, to the extent necessary to comply with Rule 16b-3 under the Exchange
Act or Section 423 of the Code (or any successor rules or provisions or any
other applicable laws or regulations), the Company shall obtain stockholder
approval in such a manner and to such a degree as so required.

         (b) ADDITIONAL RIGHTS OF THE COMPANY. Without stockholder consent and
without regard to whether any participant rights may be considered to have been
adversely affected, the Board (or its committee) shall be entitled to change the
duration of future Offering Periods (subject to Section 4 hereof), limit the
frequency and/or number of changes in the amount withheld during an Offering
Period, permit payroll withholding in excess of the amount designated by a
participant in order to adjust for delays or mistakes in the Company's
processing of properly completed withholding elections, establish reasonable
waiting and adjustment periods and/or accounting and crediting procedures to
ensure that amounts applied toward the purchase of Common Stock for each
participant properly correspond with amounts withheld from the participant's
Compensation, and establish such other limitations or procedures as the Board
(or its committee) determines in its sole discretion advisable which are
consistent with the Plan.

20.      NOTICES. All notices or other communications by a participant to the
Company under or in connection with the Plan shall be deemed to have been duly
given when received in the form



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specified by the Company at the location, or by the person, designated by the
Company for the receipt thereof.

21.      CONDITIONS UPON ISSUANCE OF SHARES.

         (a) COMPLIANCE WITH LAW. Shares shall not be issued with respect to an
option unless the exercise of such option and the issuance and delivery of such
shares pursuant thereto shall comply with all applicable provisions of law,
domestic or foreign, including, without limitation, the Securities Act of 1933,
as amended, the Exchange Act, the rules and regulations promulgated thereunder,
and the requirements of any stock exchange upon which the shares may then be
listed, and shall be further subject to the approval of counsel for the Company
with respect to such compliance.

         (b) INVESTMENT REPRESENTATIONS. As a condition to the exercise of an
option, the Company may require the person exercising such option to represent
and warrant at the time of any such exercise that the shares are being purchased
only for investment and without any present intention to sell or distribute such
shares if, in the opinion of counsel for the Company, such a representation is
required by any of the aforementioned applicable provisions of law.

22.      TERM OF PLAN; EFFECTIVE DATE. The Plan shall become effective upon the
earlier to occur of its adoption by the Board or its approval by the
stockholders of the Company. It shall continue in effect for a term of ten (10)
years unless sooner terminated under Section 19.

23.      ADDITIONAL RESTRICTIONS OF RULE 16B-3. The terms and conditions of
options granted hereunder to, and the purchase of shares by, persons subject to
Section 16 of the Exchange Act shall comply with the applicable provisions of
Rule 16b-3. This Plan shall be deemed to contain, and such options shall
contain, and the shares issued upon exercise thereof shall be subject to, such
additional conditions and restrictions as may be required by Rule 16b-3 to
qualify for the maximum exemption from Section 16 of the Exchange Act with
respect to Plan transactions.

24.      WITHHOLDING OF ADDITIONAL INCOME TAXES. By electing to participate in
the Plan, each participant acknowledges that the Company and its Subsidiaries
are required to withhold taxes with respect to the amounts deducted from the
participant's Compensation and accumulated for the benefit of the participant
under the Plan, and each participant agrees that the Company and its
Subsidiaries may deduct additional amounts from the participant's Compensation,
when amounts are added to the participant's account, used to purchase Common
Stock or refunded, in order to satisfy such withholding obligations. Each
participant further acknowledges that when Common Stock is purchased under the
Plan, the Company and its Subsidiaries may be required to withhold taxes with
respect to all or a portion of the difference between the fair market value of
the Common Stock purchased and its purchase price, and each participant agrees
that such taxes may be withheld from compensation otherwise payable to such
participant. It is intended that tax withholding will be accomplished in such a
manner that the full amount of payroll deduction elected by the participant
under Section 6 will be used to purchase Common Stock. However, if amounts
sufficient to satisfy applicable tax withholding obligations have not been
withheld from Compensation otherwise payable to any participant, then,
notwithstanding any other provision of the Plan, the Company may withhold such
taxes from the participant's accumulated payroll deductions and apply the net
amount to the purchase of Common Stock, unless the participant pays



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to the Company, prior to the exercise date, an amount sufficient to satisfy such
withholding obligations. Each participant further acknowledges that the Company
and its Subsidiaries may be required to withhold taxes in connection with the
disposition of stock acquired under the Plan and agrees that the Company or any
Subsidiary may take whatever action it considers appropriate to satisfy such
withholding requirements, including deducting from any amount otherwise payable
to such participant an amount sufficient to satisfy such withholding
requirements or conditioning any disposition of Common Stock by the participant
upon the payment to the Company or such Subsidiary of an amount sufficient to
satisfy such withholding requirements.






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                                                     New Election _____
                                                     Change of Election _____


                               EPRISE CORPORATION

                        2000 EMPLOYEE STOCK PURCHASE PLAN
                             SUBSCRIPTION AGREEMENT

1.       I, ________________________, hereby elect to participate in the Eprise
Corporation 2000 Employee Stock Purchase Plan (the "Plan") for the Offering
Period ________________, 20____ to ______________, 20___ and for all subsequent
Offering Periods under the Plan, and subscribe to purchase shares of the
Company's Common Stock in accordance with this Subscription Agreement and the
Plan.

2.       I elect to have Contributions in the amount of ___% of my Compensation,
as those terms are defined in the Plan, applied to this purchase. I understand
that this amount must be not less than the percentage that will result in
Contributions of at least $150 per Offering Period and not more than 10% of my
Compensation during the Offering Period.

3.       I hereby authorize payroll deductions from each paycheck during the
Offering Period at the rate stated in Section 2 of this Subscription Agreement.
I understand that all payroll deductions made by me shall be credited to my
account under the Plan and that I may not make any additional payments into such
account. I understand that all payments made by me shall be accumulated for the
purchase of shares of Common Stock at the applicable purchase price determined
in accordance with the Plan. I understand that, except as otherwise set forth in
the Plan, shares will be purchased for me automatically on the Exercise Date of
the Offering Period unless I withdraw from the Plan by giving timely written
notice for such purpose to the Administrator appointed pursuant to the Plan.

4.       I understand that I may discontinue at any time prior to the Exercise
Date my participation in the Plan as provided in Section 10 of the Plan. I also
understand that on one occasion only during the Offering Period I may increase
or decrease the rate of my Contributions during the Offering Period by
completing and filing with the Administrator a new Subscription Agreement. The
change in rate shall be effective as of the beginning of the calendar quarter
following the date of filing of the new Subscription Agreement or as soon
thereafter as is administratively practicable.

5.       I have received a copy of the Company's most recent description of the
Plan and a copy of the complete Plan document. I understand that my
participation in the Plan is in all respects subject to the terms of the Plan.




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6.       Shares purchased for me under the Plan should be issued in the name(s)
of (name of employee or employee and spouse only):


----------------------------------

----------------------------------

7.       In the event of my death, I hereby designate the following as my
beneficiary(ies) to receive all payments and shares due to me under the Plan:

NAME: (Please print)
                       ------------------------------------------
                       (First)      (Middle)       (Last)


-----------------------------           ----------------------------------------
(Relationship)                          (Address)

                                        ----------------------------------------


8.       I understand that if I dispose of any shares received by me pursuant to
the Plan within 2 years after the Offering Date (the first day of the Offering
Period during which I purchased such shares) or within 1 year after the last day
of the Offering Period, I will be treated for federal income tax purposes as
having received ordinary compensation income at the time of such disposition in
an amount equal to the excess of the fair market value of the shares at the time
such shares were transferred to me over the price which I paid for the shares,
regardless of whether I disposed of the shares at a price less than their fair
market value at such transfer to me. The remainder of the gain or loss, if any,
recognized on such disposition will be treated as capital gain or loss.

         I HEREBY AGREE TO NOTIFY THE COMPANY IN WRITING WITHIN 30 DAYS AFTER
THE DATE OF ANY SUCH DISPOSITION, AND I WILL MAKE ADEQUATE PROVISION FOR
FEDERAL, STATE OR OTHER TAX WITHHOLDING OBLIGATIONS, IF ANY, WHICH ARISE UPON
THE DISPOSITION OF THE COMMON STOCK. The Company may, but will not be obligated
to, withhold from my compensation the amount necessary to meet any applicable
withholding obligation including any withholding necessary to make available to
the Company any tax deductions or benefits attributable to the sale or early
disposition of Common Stock by me.

9.       If I dispose of such shares at any time after expiration of the 2-year
and 1-year holding periods, I understand that I will be treated for federal
income tax purposes as having received compensation income only to the extent of
an amount equal to the lesser of (a) the excess, if any, of the fair market
value of the shares at the time of such disposition over the purchase price
which I paid for the shares under the option, or (b) the difference between the
fair market value of the shares on the Offering Date and the Option Price on the
Offering Date. The remainder of the gain or loss, if any, recognized on such
disposition will be treated as capital gain or loss.

         I UNDERSTAND THAT THIS TAX SUMMARY IS ONLY A SUMMARY AND IS SUBJECT TO
CHANGE.



                                       2
<PAGE>   13

10.      I hereby agree to be bound by the terms of the Plan. The effectiveness
of this Subscription Agreement is dependent upon my eligibility to participate
in the Plan.


SIGNATURE:_______________________

SOCIAL SECURITY #:_______________

DATE:____________________________






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<PAGE>   14




                               EPRISE CORPORATION

                        2000 EMPLOYEE STOCK PURCHASE PLAN

                              NOTICE OF WITHDRAWAL


         I, __________________, hereby elect to withdraw my participation in the
Eprise Corporation 2000 Employee Stock Purchase Plan (the "Plan") for the
Offering Period ending _________________. The withdrawal covers all
Contributions credited to my account and is effective when actually received by
the Administrator appointed pursuant to the Plan.

         I understand that all Contributions credited to my account will be paid
to me without interest within ten (10) business days of timely receipt by the
Administrator of this Notice of Withdrawal and that my option for the current
period will automatically terminate, and that no further Contributions for the
purchase of shares can be made by me during the Offering Period.

         I understand that my withdrawal from this Offering will not affect my
eligibility to participate in a succeeding Offering Period or in any similar
plan that may hereafter be adopted by the Company. I understand and agree,
however, that I will be eligible to participate in succeeding Offering Periods
only by delivering to the Company a new Subscription Agreement.



Dated:___________________                    __________________________________
                                             Signature of Employee



                                             __________________________________
                                             Social Security Number