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                                                                    Exhibit 10.3


                                 ETINUUM, INC.
                2000 AMENDED AND RESTATED STOCK INCENTIVE PLAN


1.   Purpose

     The purpose of the Plan is to provide a means through which Etinuum ("the
Company") may attract able persons to enter and remain in the employ of the
Company and its Subsidiaries and to provide a means whereby they can acquire and
maintain Common Stock ownership, thereby strengthening their commitment to the
welfare of the Company and promoting an identity of interest between
stockholders of the Company and these employees and consultants.

     So that the appropriate incentive can be provided, the Plan allows for
granting Incentive Stock Options, Nonqualified Stock Options, and Stock Grants,
or any combination thereof to employees, directors and consultants, and stock
grants to directors who are not employees of the Company or a Subsidiary.

2.   Definitions

     (a)  The following definitions shall be applicable throughout the Plan.

     (1)  "Board" means the Board of Directors of the Company.

     (2)  "Cause" means the Company or a Subsidiary (as the case may be) having
cause to terminate an Optionee's employment or service in accordance with the
provisions of any then existing employment, consulting or any other agreement
between the Optionee and the Company or a Subsidiary (as the case may be) or, in
the absence of such an employment, consulting or other agreement, upon (i) the
determination by the Company or a Subsidiary (as the case may be) that the
Optionee (A) has committed an act of personal dishonesty, embezzlement, gross
negligence or gross misconduct in the course of employment or service with the
Company or a Subsidiary (as the case may be), (B) has ceased to perform his
duties to the Company or a Subsidiary (as the case may be)(other than as a
result of his incapacity due to physical or mental illness or injury), which
failure amounts to intentional and extended neglect of his duties, (C) has
engaged in or is about to engage in conduct materially injurious to the Company
or a Subsidiary (unless when informed that the proposed conduct would be so
injurious he immediately ceases and corrects such proposed conduct), or (D) has
willfully failed to follow the lawful directions of the Board or a superior
officer of the Company or a Subsidiary (as the case may be) ( without the same
being corrected upon five (5) days notice); or (ii) the Optionee having pled no
contest or guilty to a criminal charge or having been convicted of a crime
(other than a minor traffic violation) which could reasonably be expected to
have a material adverse impact on the reputation and standing of the Company or
a
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Subsidiary in the community or in its business relationships. For purposes of
the Plan, the Committee shall determine whether Cause exists. No Option may be
exercised during any cure period provided above unless the cure has been
accomplished.

     (3)  "Code" means the Internal Revenue Code of 1986, as amended. Reference
in the Plan to any section of the Code shall be deemed to include any amendments
or successor provisions to such section and any regulations under such section.

     (4)  "Committee" (subject to the third sentence of Section 4) means a
committee of at least two members appointed by the Board to administer the Plan,
each of whom shall be both a Non-Employee Director and an Outside Director.

     (5)  "Common Stock" means the common stock, par value $0.01 per share, of
the Company.

     (6)  "Company" means Etinuum, Inc., a corporation organized under the laws
of the State of Delaware.

     (7)  "Disability" means an Optionee's disability within the meaning of
Section 22(e)(3) of the Code.

     (8)  "Eligible Person" means any (i) person regularly employed by the
Company or a Subsidiary; provided, however, that no such employee covered by a
                         --------  -------
collective bargaining agreement shall be an Eligible Person unless and to the
extent that such eligibility is set forth in such collective bargaining
agreement or in an agreement or instrument relating thereto; (ii) consultant to
the Company or a Subsidiary; or (iii) member of the Board or the board of
directors of a Subsidiary.

     (9)  "Exchange Act" means the Securities Exchange Act of 1934.

     (10) "Fair Market Value" on a given date means (i) if the Common Stock is
listed on a national securities exchange, the closing sales prices of the Stock
reported as having occurred on the primary exchange with which the Stock is
listed and traded on the date prior to such date, or, if there is no such sale
on that date, then on the last preceding date on which such a sale was reported;
or (ii) if the Common Stock is not listed on any national securities exchange
but is quoted in the National Market System of the National Association of
Securities Dealers Automated Quotation System the average between the high and
low sales price of the Common Stock on the date prior to such date, or, if there
is no such sale on that date, then on the last preceding date on which a sale
was reported; or (iii) if the Common Stock is not listed on a national
securities exchange nor quoted in the National Market System of the National
Association of Securities Dealers Automated Quotation System on a last sale
basis, the amount determined by the Committee to be the fair market value based
upon a good faith attempt to value the Stock accurately.
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     (11) "Incentive Stock Option" means an Option granted by the Committee to
an Optionee under the Plan which is designated by the Committee as an "incentive
stock option" within the meaning of Section 422 of the Code.

     (12) "Non-Employee Director" means a "non-employee director" within the
meaning of Rule 16b-3 of the Exchange Act or any successor rule or regulation.

     (13) "Nonqualified Stock Option" means an Option granted under the Plan
which is not designated as an Incentive Stock Option.

     (14) "Normal Termination" means termination of employment or service with
the Company or a Subsidiary:

          (a)  Upon retirement from active employment or service with the
               Company or a Subsidiary (as the case may be) at or after ago 60.

          (b)  On account of Disability;

          (c)  By the Company or a Subsidiary (as the case may be) without
               Cause; or

          (d)  With the specific written consent of the Committee.

     (15) "Option" means the right and option granted hereunder to purchase any
one share of Stock from the Company, at the per share Option Price.

     (16) "Optionee" means the holder of an Option.

     (17) "Option Agreement" means the agreement between the Company and an
Optionee who has been granted an Option which defines the rights and obligations
of the parties with respect to such Option.

     (18) "Option Period" means the period of time set by the Committee after
which time an Option will expire.

     (19) "Option Price" means the exercise price set for an Option.

     (20) "Outside Director" means an "outside director" within the meaning of
Section 162(m) of the Code.

     (21) "Plan" means the Company's 2000 Stock Incentive Plan.

     (22) "Stock" means the Common Stock or such other authorized shares of
stock of the Company as from time to time may be authorized for use under the
Plan.

     (23) "Subsidiary" means a corporation which is a "subsidiary corporation"
of the Company as defined in Section 424 of the Code.

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3.   Effective Date, Duration

     The Plan is effective upon approval of the Plan by the stockholders and
Board.

     The expiration date of the Plan, after which no Options may be granted
hereunder, shall be February 1, 2010; provided, however, that the administration
                                      --------  -------
of the Plan shall continue in effect until all matters relating to the
settlement of Options previously granted have been settled.

4.   Administration

     The Board or the Committee shall administer the Plan.  The Company shall
take into account that under current law Options will not be exempt from the
application of Section 162(m) of the Code unless granted by the Committee
serving as a Compensation Committee as provided in Section 162(m)(4)(C) of the
Code.  All references in the Plan to the "Committee" shall be deemed to refer to
the Board whenever the Board is discharging the powers and responsibilities of
administering the Plan.  The majority of the members of the Committee shall
constitute a quorum.  The acts of a majority of the members present at any
meeting at which a quorum is present or acts approved in writing by a majority
of the Committee shall be deemed the acts of the Committee.

     Subject to the provisions of the Plan, and except for varying the terms of
options granted to Eligible Non-Employee Directors pursuant to Section 5, the
Committee shall have exclusive power to:

          (a)  Select the Eligible Persons to participate in the Plan;

          (b)  Determine the nature and extent of the Options to be granted to
each Optionee;

          (c)  Determine the time or times when Options will be granted to
Optionees;

          (d)  Determine the duration of each Option Period;

          (e)  Determine the Option Price for each Option and reprice any
outstanding Option;

          (f)  Determine the vesting schedule, if any, for each Option and
accelerate the vesting for any outstanding Option;

          (g)  Determine all conditions to which Options may be subject;

          (h)  Prescribe the form of Option Agreement;

          (i)  Make stock grants pursuant to Section 9 to members of the Board
who are not employees of the Company or a Subsidiary, determine the amount and
terms of such grants, and modify such terms;

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          (j)  Provide for the transferability of Nonqualified Stock Options,
(but not Incentive Stock Options except as provided in Section 7(d)(2));

          (k)  Cause records to be established in which there shall be entered,
from time to time as Options are granted to Optionees, the date of each Option
grant, the number of Incentive Stock Options or Nonqualified Stock Options
granted by the Committee to each Optionee, the expiration date and the duration
of each Option Period and the number of shares of Stock underlying each Option;

          (l)  At any time prior to, after, or in connection with, any
termination of employment or service of an Optionee with the Company or its
Subsidiaries, provide for a longer post-termination exercise or survival period
with respect to any Option (not to exceed three years) or modify any forfeiture
provisions with respect to any Option; except to the extent that the ability to
so modify an Option shall cause an Option intended to qualify as "performance-
based" under Section 162(m) of the Code to not so qualify; and

     The Committee shall have the authority, subject to the provisions of the
Plan, to establish, adopt, and revise such rules and regulations and to make all
such determinations relating to the Plan as it may deem necessary or advisable
for the administration of the Plan.  The Committee's interpretation of the Plan
or any documents evidencing Options granted pursuant thereto and all decisions
and determinations by the Committee with respect to the Plan shall be final,
binding, and conclusive on all parties unless otherwise determined by the Board.

          (m)  Create additional committees composed of one or more Board
members with the limited authority to grant Options in specified limited amounts
to Eligible Persons who are not subject to Section 16(b) of the Exchange Act or
its successor, not subject to Section 162(m) of the Code, or directors of the
Company or a Subsidiary. Any act of such additional committee shall be acts of
the Committee for purposes of this Plan.

5.   Grant of Options; Shares Subject to the Plan

     (a)  The Committee may, from time to time, grant one or more Options to any
one or more Eligible Persons; provided, however, that:
                              --------  -------

          (1)  Subject to Section 11, the aggregate number of shares of Stock
               made subject to all awards (including Options and grants of
               Stock) may not exceed Two Million Seven Hundred Fifty Thousand
               (2,750,000);

          (2)  In the event any unexercised Option shall be surrendered,
               terminate, expire, or be forfeited, the share of Stock no longer
               subject thereto shall thereupon be released and shall thereafter
               be available for new Options under the Plan;

          (3)  Stock delivered by the Company in settlement of Options under the
               Plan may be authorized and unissued Stock or Stock held in the
               treasury of the Company or may be purchased on the open market or
               by private purchase;

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          (4)  No Eligible Person may receive Options under the Plan with
               respect to more than Seven Hundred Fifty Thousand (750,000)
               shares of Stock in any one year; and

          (5)  The Committee may, in its sole discretion, require an Optionee to
               pay consideration for an Option in an amount and in a manner as
               the Committee deems appropriate.

     (b)  Options will be granted to Board directors: Each existing and new Non-
Employee Director will receive an initial option to purchase Ten Thousand
(10,000) shares at the time of his or her appointment to the position of
director (the "Initial Grant") and each Non-Employee Director will receive
annual option grants of Five Thousand (5,000) shares on the day after the
regular annual stockholders' meeting if the director has served continuously as
a member of the Board since the prior annual meeting (the "Annual Grant"). The
Committee will have no discretion to select which Non-Employee Directors will be
granted options or to determine the number of option shares, price, vesting
schedule or any other term of the options granted to Non-Employee Directors. All
options granted to Non-Employee Directors will be non-qualified stock options
and will have a term of ten years. The options will terminate one year after the
Non-Employee Director ceases to provide services to the Company either as a
director or consultant. The exercise price of the Initial Grant and the Annual
Grant must equal the fair market value of the common stock on the date of grant.

6.   Fractional Shares

     No fractional shares will be issued upon exercise of any Option and any
fractional shares will be rounded down to the nearest whole share.

7.   Option Terms

     The Committee is authorized to grant one or more Incentive Stock Options or
Nonqualified Stock Options to any Eligible Person; provided, however, that no
                                                   --------  -------
Incentive Stock Options shall be granted to any Eligible Person who is not an
employee of the Company or a Subsidiary.  Each Option so granted shall be
subject to the following conditions, or to such other conditions as may be
reflected in the applicable Option Agreement.

     (a)  Option price.  The Option Price per share of Stock for each Option
          ------------
shall be set by the Committee at the time of grant, but, in the case of an
Incentive Stock Option or a Nonqualified Stock Option to a Non-Employee
Director, shall not be less than the Fair Market Value of a share of Stock at
the date of grant, or in the case of a Nonqualified Stock Option, eighty-five
percent (85%) of the Fair Market Value on the date of grant.

     (b)  Manner of exercise and form of payment.  Options which have become
          --------------------------------------
exercisable may be exercised by delivery of written notice of exercise to the
Committee accompanied by payment of the Option Price.  The Option Price shall be
payable in cash or by certified check or, in the discretion of the Committee,
(i) in shares of Stock, valued at the Fair Market Value at the time the Option
is exercised, in sufficient amount to cover the aggregate

                                      -6-
<PAGE>

exercise price (provided that such Stock must have been held by the Optionee for
at least six months prior to exercise of the Option), (ii) by withholding shares
of Stock, valued at the Fair Market Value at the time the Option is exercised,
otherwise deliverable upon exercise of the Options, in sufficient amount to
cover the aggregate exercise price; (iii) in other property having a fair market
value on the date of exercise equal to the Option Price; (iv) by delivering to
the Committee a copy of irrevocable instructions to a stockbroker acceptable to
the Company to deliver promptly to the Company an amount of sale or loan
proceeds sufficient to pay the aggregate exercise price; or (v) by delivery of a
promissory note if in accordance with applicable state and federal law.

     (c)  Option Period and Vesting.  Options shall vest and become exercisable
          -------------------------
in such manner and on such date or dates as shall be determined by the
Committee, except that the number of option shares, the option price, vesting
schedules and other terms of Options granted to Non-Employee Directors as
described in Section 5 (b) above shall be determined as provided therein. The
Committee shall also establish an Option Period which shall not exceed ten
years. If an Option is exercisable in installments, exercise of one installment
shall not affect the Optionee's ability to exercise unexercised installments in
accordance with the terms of the Plan and the applicable Option Agreement.
Unless otherwise stated in the applicable Option Agreement, the Option shall
expire upon an Optionee's termination of employment or service with the Company
or a Subsidiary at such times as are set forth in Section 8.

     Each Initial Grant to a Non-Employee Director as described in Section 5 (b)
above, shall be immediately exercisable. Each Annual Grant to a Non-Employee
Director will become exercisable beginning one (1) year from the date of the
annual meeting of stockholders after which date the options were granted.

     (d)  Other Terms and Conditions.  Options granted under the Plan shall be
          --------------------------
evidenced by an Option Agreement, which shall contain such provisions as may be
determined by the Committee and, except as may be specifically stated otherwise
in such Option Agreement, be subject to the following terms and conditions:

          (1)  Each share of Stock purchased through the exercise of an Option
               shall be paid for in full at the time of the exercise.  Each
               Option shall cease to be exercisable when the Optionee purchases
               the underlying share of Stock or when the Option expires.

          (2)  Options shall not be transferable by the Optionee except by will
               or the laws of descent and distribution and shall be exercisable
               during the Optionee's lifetime only by the Optionee.

          (3)  Subject to any accelerated vesting, each Option shall vest and
               become exercisable by the Optionee in accordance with the vesting
               schedule established by the Committee and set forth in the Option
               Agreement.

          (4)  Each Option Agreement covering Incentive Stock Options shall
               contain a provision requiring the Optionee to notify the Company
               in writing

                                      -7-
<PAGE>

               immediately after the Optionee makes a disqualifying disposition
               of any Stock acquired pursuant to the exercise of any such
               Incentive Stock Option. A disqualifying disposition is any
               disposition (including any sale) of such Stock before the later
               of (a) two years after the date of grant of the Incentive Stock
               Option or (b) one year after the date the Optionee acquired the
               Stock by exercising the Incentive Stock Option.

          (5)  Each Option Agreement may contain such other provisions (whether
               or not applicable to an Option granted to any other Optionee) as
               the Committee determines appropriate including, without
               limitation, provisions to assist the Optionee in financing the
               purchase of Stock upon the exercise of Options which are
               consistent with applicable state and federal law, provisions for
               the forfeiture of shares of Stock or restrictions on resale or
               other disposition of shares of Stock acquired under any Option,
               provisions giving the Company the right to repurchase shares of
               Stock acquired under any Option in the event the Optionee elects
               to dispose of such shares or employment with the Company and its
               Subsidiaries terminates, and provisions to comply with Federal
               and state securities laws and Federal and state tax withholding
               requirements. Any such provisions shall be reflected in the
               applicable Option Agreement.

     (e)  Anything to the contrary in this Section 7, if an Incentive Stock
Option is granted to an Optionee who owns stock representing more than ten
percent of the voting power of all classes of stock of the Company, its parent
or a subsidiary (as provided in Section 422(b) of the Code), the Option Period
shall not exceed five years from the date of grant of such Option and the Option
Price shall be at least 110 percent of the Fair Market Value (on the Date of
Grant) of the Stock subject to the Option.

     (f)  $100,000 Per Year Limitation for Incentive Stock Options. To the
          --------------------------------------------------------
extent the aggregate Fair Market Value (determined as of the date of grant) of
Stock for which Incentive Stock Options are exercisable for the first time by
any Optionee during any calendar year (under all plans of the Company and its
Subsidiaries) exceeds $100,000, the portion of the Options with respect to which
such excess arises shall be treated as a Nonqualified Stock Options.

     (g)  Voluntary Surrender. The Committee may permit the voluntary surrender
          -------------------
of any Nonqualified Stock Option to be conditioned upon the granting to the
Optionee of a new Option for the same or a different number of shares as the
Option surrendered or require such voluntary surrender as a condition precedent
to a grant of a new Option to such Optionee. Such new Option shall be
exercisable at an Option Price, during an Option Period, and in accordance with
any other terms or conditions specified by the Committee at the time the new
Option is granted, all determined in accordance with the provisions of the Plan
without regard to the Option Price, Option Period, or any other terms and
conditions of the Nonqualified Stock Option surrendered.

8.   Termination of Employment or Service

     (a) Termination of Employment.  Except as otherwise determined by the
         -------------------------
Committee and set forth in an Option Agreement, the following provisions will
apply to all Options granted

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<PAGE>

to Optionees who are either employers or employees who also serve on the Board.
Upon such an Optionee's (other than a Non-Employee Director) termination of
employment with the Company or a Subsidiary:

          (1)  If prior to the end of the Option Period the Optionee shall
               undergo a Normal Termination, all unvested Options then held by
               such Optionee shall expire on the date of Normal Termination and
               all vested Options then held by such Optionee shall expire on the
               earlier of the last day of the respective Option Period or the
               date that is three (3) months after the date of such Normal
               Termination.  All vesting with respect to Options shall cease on
               the date of Normal Termination and all Options which are vested
               as of such date shall remain exercisable by the Optionee until
               their expiration as provided above.

          (2)  If the Optionee dies prior to the end of the Option Period and
               while still in the employ or service of the Company or a
               Subsidiary or within three (3) months following a Normal
               Termination, all unvested Options then held by such Optionee
               shall expire on the date of death and all vested Options then
               held by such Optionee shall expire on the earlier of the last day
               of the respective Option Period or the date that is one (1) year
               after the date of death of the Optionee. All vesting with respect
               to Options shall cease on the earlier of the date of Normal
               Termination or the date of death and all such Options which are
               vested as of such date shall remain exercisable by the
               beneficiary chosen by the Optionee pursuant to Section 10(e) or,
               if none has been chosen, by the person or persons to whom the
               Optionee's rights under the Options pass by will or the
               applicable laws of descent and distribution until their
               expiration as provided above.

          (3)  If an Optionee voluntarily ceases employment or service with the
               Company or a Subsidiary under circumstances where the Company or
               the Subsidiary could terminate the Optionee's employment or
               service for Cause or the Company or a Subsidiary terminates
               Optionee's employment or service for Cause, all Options then held
               by such Optionee, whether vested or unvested, shall expire
               immediately upon such cessation of employment or service.

          (4)  If an Optionee voluntarily ceases employment or service with the
               Company or a Subsidiary other than as provided in other
               provisions of Section 8, all unvested Options then held by such
               Optionee shall expire on the date of cessation of employment or
               service and all vested Options then held by such Optionee shall
               expire on the earlier of the last day of the respective Option
               Period or the date that is three (3) months after the date of
               such cessation.

     (b)  Termination of Non-Employee Director's Service. Subject to Section
          ----------------------------------------------
5(b), upon the termination of the service of a Non-Employee Director, his or
her rights to exercise an option then held shall be only as follows:

                                      -9-
<PAGE>

               (1)  Death. Upon the death of a Non-Employee Director while in
                    service as a Non-Employee Director of Company, the Non-
                    Employee Director's rights will be exercisable by his or her
                    estate or beneficiary at any time during the twelve (12)
                    months next succeeding the date of death. The number of
                    shares exercisable by the estate or beneficiary will be the
                    total number of unexercised shares under the Non-Employee
                    Director's option on the date of his or her death. If a Non-
                    Employee Director should die within three (3) months of his
                    or her termination of service as a Non-Employee Director
                    with Company, an option will be exercisable by his or her
                    estate or beneficiary at any time during the twelve (12)
                    months succeeding the date of termination, but only to the
                    extent of the number of shares as to which such option was
                    exercisable as of the date of such termination. A Non-
                    Employee Director's estate shall mean his or her legal
                    representative or other person who so acquires the right to
                    exercise the option.

               (2)  Normal Termination. Upon Normal Termination of a Non-
                    Employee Director, the Non-Employee Director's rights to any
                    non-qualified stock options vested on the date of
                    termination may be exercised for a period of twelve (12)
                    months after such Normal Termination.

               (3)  Other Reasons. Upon termination of a Non-Employee Director's
                    service as a Non-Employee Director for any reason other than
                    those stated above, the Non-Employee Director may, within
                    ninety (90) days following such termination exercise the
                    option to the extent such option was exercisable on the date
                    of termination.

9.   Stock Grants.

     The Committee may, in its sole discretion, make grants of Stock to Eligible
Persons, including to Non-Employee Directors, whether or not in lieu of cash
compensation for their services as members of the Board.  Such grants shall be
on such terms as determined by the Committee, but shall be valued at Fair Market
Value.  Grants of Stock under this Section 9 shall be in such amounts and have
such terms as the Committee deems appropriate at the time of grant.  All the
terms, conditions, limitations, restrictions, and procedures herein applicable
to Options, which are intended to ensure compliance with Section 162(m) of the
Code, apply to Stock grants under this Section 9, and for purposes of Section
162(m) to the extent applicable thereunder, stock grants shall be aggregated
with Options, including the limitation on Options in Section 5(a).

10.  General

     (a)  Privileges of Stock Ownership.  Except as otherwise specifically
          -----------------------------
provided in the Plan, no person shall be entitled to the privileges of stock
ownership in respect of shares of Stock which are subject to Options hereunder
until such shares have been issued to that person.

                                      -10-
<PAGE>

     (b)  Government and Other Regulations.  The obligation of the Company to
          --------------------------------
deliver shares of Stock upon the exercise of Options shall be subject to all
applicable laws, rules, and regulations, and to such approvals by governmental
agencies as may be required.  Notwithstanding any terms or conditions of any
Option to the contrary, the Company shall be under no obligation to offer to
sell or to sell and shall be prohibited from offering to sell or selling any
shares of Stock pursuant to an Option unless such shares have been properly
registered for sale pursuant to the Securities Act with the Securities and
Exchange Commission or unless the Company has received an opinion of counsel,
satisfactory to the Company, that such shares may be offered or sold without
such registration pursuant to an available exemption therefrom and the terms and
conditions of such exemption have been fully complied with.  The Company shall
be under no obligation to register for sale under the Securities Act any of the
shares of Stock to be offered or sold under the Plan.  If the shares of Stock
offered for sale or sold under the Plan are offered or sold pursuant to an
exemption from registration under the Securities Act, the Company may restrict
the transfer of such shares and may legend the Stock certificates representing
such shares in such manner as it deems advisable to ensure the availability of
any such exemption.

     (c)  Tax Withholding.  Notwithstanding any other provision of the Plan, the
          ---------------
Company or a Subsidiary, as appropriate, shall have the right to deduct from the
number of shares of Stock issued upon the exercise of Options such number of
shares of Stock, valued at Fair Market Value on the date of payment, in an
amount necessary to satisfy all Federal, state or local taxes as required by law
to be withheld with respect to such Options.  In the alternative, at the sole
discretion of the Committee, an Optionee or other person receiving Stock upon
exercise of an Option may be required to pay to the Company or a Subsidiary, as
appropriate, prior to delivery of such Stock, the amount of any such taxes which
the Company or a Subsidiary, as appropriate, is required to withhold, if any,
with respect to such Stock.  Subject in particular cases to the disapproval of
the Committee, the Company may accept shares of Stock of equivalent Fair Market
Value in payment of such withholding tax obligations if the Optionee elects to
make payment in such manner.  In furtherance of the foregoing, the Company may
require that (i) shares of Stock surrendered have been owned by the Optionee for
at least six months prior to the exercise or (ii) the Optionee, attesting in
writing to the Company ownership of shares of Stock having a Fair Market Value
at the time of attestation equal to such additional withholding obligations and
allowing the Company to withhold from the shares such Optionee would otherwise
receive an equal number of shares of Stock.

     (d)  Claim to Options,  and Employment Rights.  No employee or other person
          ----------------------------------------
shall have any claim or right to be granted an Option under the Plan or, having
been selected for the grant of an Option, to be selected for a grant of any
other Option.  Neither the Plan nor any action taken hereunder shall be
construed as giving any Optionee any right to be retained in the employ or
service of the Company or any Subsidiary. The grant of an Option does not imply
that the Company or any Subsidiary does not anticipate either a general
reduction in force or the termination of the employment, directorship or
consulting position of an Optionee.

     The grant of a Stock Option does not create a fiduciary relationship
between the Optionee and the Company or any other person or entitle the Optionee
to require the Company or any other person to provide any information except as
required by applicable securities or employee

                                      -11-
<PAGE>

benefits statutes and rules and regulations issued thereunder. An Optionee shall
have no rights as a Stockholder with respect to any shares of Common Stock
subject to an Option.

     (e)  Designation and Change of Beneficiary.  Each Optionee may file with
          -------------------------------------
the Committee a written designation of one or more persons as the beneficiary
who shall be entitled to exercise the rights with respect to an Option granted
under the Plan upon the Optionee's death. An Optionee may, from time to time,
revoke or change his beneficiary designation without the consent of any prior
beneficiary by filing a new designation with the Committee. The last such
designation received by the Committee shall be controlling; provided, however,
                                                            --------  -------
that no designation, or change or revocation thereof, shall be effective unless
received by the Committee prior to the Optionee's death, and in no event shall
it be effective as of a date prior to such receipt.

     (f)  Payments to Persons Other Than Optionees.  If the Committee shall find
          ----------------------------------------
that any person entitled to exercise an Option granted under the Plan is unable
to care for his affairs because of illness or accident, or is a minor, then the
delivery of shares of Stock due to such person or his estate upon such exercise
(unless a prior claim therefor has been made by a duly appointed legal
representative) may, if the Committee so directs the Company, be made to his
spouse, child, relative, an institution maintaining or having custody of such
person, or any other person deemed by the Committee to be a proper recipient on
behalf of such person otherwise entitled to delivery.  Any such delivery shall
be a complete discharge of the liability of the Committee and the Company
therefor.

     (g)  Time of Exercise.  Unless an earlier time is determined by the
          ----------------
Committee, all exercises of Options during or within ten (10) days after the end
of employment or service, may be processed by the Company five (5) days after
notice of exercise is given by the Optionee.  If prior to the processing of any
Option exercise the Company determines that it had as of the time of the end of
employment or service or has as of the time of processing grounds to terminate
the Option under Section 8(c), the Option may be canceled without exercise.

     (h)  No Liability of Company or Committee Members.  No member of the
          --------------------------------------------
Committee shall be personally liable by reason of any contract or other
instrument executed by such member or on his behalf in his capacity as a member
of the Committee nor for any mistake of judgment made in good faith, and the
Company shall indemnify and hold harmless each member of the Committee and each
other employee, officer or director of the Company to whom any duty or power
relating to the administration or interpretation of the Plan may be allocated or
delegated, against any cost or expense (including counsel fees) or liability
(including any sum paid in settlement of a claim) arising out of any act or
omission to act in connection with the Plan unless arising out of such person's
own fraud or willful bad faith; provided, however, that approval of the Board
                                --------  -------
shall be required for the payment of any amount in settlement of a claim against
any such person.  The foregoing right of indemnification shall not be exclusive
of any other rights of indemnification to which such persons may be entitled
under the Company's Certificate of Incorporation or By-Laws, as a matter of law,
or otherwise, or any power that the Company may have to indemnify them or hold
them harmless.  The Company, Subsidiaries, the Board and the Committee
(including any additional committee) shall have no liability to the Optionee, or
the Optionee's estate or transferee if:  (i) an Option intended to be an
Incentive Stock Option does not at any time qualify as an incentive stock option
under the Code; (ii) an Option grant or

                                      -12-
<PAGE>

exercise, or the subsequent sale of securities received on such exercise, does
not qualify as exempt from the application of Section 16(b) of the Exchange Act;
or (iii) an Option grant or exercise, or the subsequent sale of securities
received on such exercise, is subject to Section 162(m) or 280G of the Code; in
each case even if the Optionee, estate to transferee was informed it would
qualify or not be so subject.

     (i) Governing Law.  The Plan shall be governed by and construed in
         -------------
accordance with the internal laws of the State of Delaware applicable to
contracts made and performed within such state, without regard to the principles
of conflicts of law thereof, except as such laws may be supplanted by the
federal laws of the United States of America, which laws shall then govern its
effect and its construction to the extent they supplant Delaware law.

     (j) Reliance on Reports.  Each member of the Committee and each member of
         -------------------
the Board shall be fully justified in relying, acting or failing to act, and
shall not be liable for having so relied, acted or failed to act in good faith,
upon any report made by the independent public accountant of the Company and its
Subsidiaries and upon any other information furnished in connection with the
Plan by any person or persons other than himself.

     (k) Relationship to Other Benefits.  No payment under the Plan shall be
         ------------------------------
taken into account in determining any benefits under any pension, retirement,
profit sharing, group insurance or other benefit plan of the Company except as
otherwise specifically provided in such other plan.

     (l) Expenses.  The expenses of administering the Plan shall be borne by the
         --------
Company.

     (m) Pronouns.  Masculine pronouns and other words of masculine gender shall
         --------
refer to both men and women.

     (n) Titles and Headings.  The titles and headings of the sections in the
         -------------------
Plan are for convenience of reference only, and in the event of any conflict,
the text of the Plan, rather than such titles or headings shall control.

11.  Changes in Capital Structure

     Options granted under the Plan and any agreements evidencing such Options
shall be subject to equitable adjustment or substitution, as determined by the
Committee in its sole discretion, as to the number of shares, the exercise
price, the price or kind of a share of Stock or other consideration subject to
such Options (i) in the event of changes in the outstanding Common Stock or in
the capital structure of the Company by reason of stock dividends paid in
securities of the Company, stock splits, reverse stock splits,
recapitalizations, reorganizations, mergers, consolidations, combinations,
exchanges, or other relevant changes in capitalization occurring after the date
of grant of any such Option, (ii) in the event of any change in applicable laws
or any change in circumstances which results in or would result in any
substantial dilution or enlargement of the rights granted to, or available for,
Optionees in the Plan, or (iii) upon the occurrence of any other event which
otherwise warrants equitable adjustment because it interferes with the intended
operation of the Plan.  In addition, upon any such event, the

                                      -13-
<PAGE>

aggregate number of shares of Stock available under the Plan and the maximum
number of shares of Stock with respect to which any one person may be granted in
connection with Options during any year, if applicable, shall be appropriately
adjusted by the Committee, whose determination shall be conclusive. With respect
to Options intended to qualify as "performance-based compensation" under Section
162(m) of the Code, such adjustments or substitutions shall be made only to the
extent that the Committee determines that such adjustments or substitutions may
be made without a loss of deductibility for such Options under Section 162(m) of
the Code. The Company shall give each Optionee notice of an adjustment hereunder
and, upon notice, such adjustment shall be conclusive and binding for all
purposes.

     Notwithstanding the above, in the event of any of the following:

     (1)  The Company is merged or consolidated with another corporation or
entity and, in connection therewith, consideration is received by Stockholders
of the Company in a form other than stock or other equity interests of the
surviving entity;

     (2)  All or substantially all of the assets of the Company are acquired by
another person; or

     (3)  The reorganization or liquidation of the Company;

then the Committee may, in its sole discretion and upon at least 10 days advance
notice to the affected persons, immediately prior to and subject to the
consummation of such event cancel any particular or all outstanding Options
(vested or unvested) and pay to the Optionees thereof, in cash, the value of
such Options vested as of such cancellation (taking into account any
acceleration of vesting as a result of such event) based upon the price per
share of Stock received or to be received by other Stockholders of the Company
in the event, less the exercise price.  The terms of this Section 10 may be
varied by the Committee in any particular Option Agreement.

12.  Change in Control

     (a)  Except to the extent reflected in a particular Option Agreement, in
the event of a "Change in Control" (as defined below), notwithstanding any
vesting schedule with respect to any Options, all then unexercised and unexpired
Options which would otherwise be vested and exercisable within twelve (12)
months after the Change in Control, assuming a continuation of employment or
service had occurred, shall become immediately vested and exercisable.

     (b)  For purposes of the Plan, Change in Control shall, unless the Board
otherwise directs by resolution adopted prior thereto or, in the case of a
particular Option, the particular Option Agreement states otherwise, be deemed
to occur if:

          (1)  Any person, entity or group (within the meaning of Section
               13(d)(3) of the Exchange Act) becomes, directly or indirectly, by
               way of merger, consolidation or other business combination, or
               otherwise, the "beneficial owner" (as defined in Rule 13d-3 under
               the Exchange Act) of the capital stock of the Company entitled to
               more than 50% of the aggregate votes represented by the capital
               stock of all classes of common stock of the

                                      -14-
<PAGE>

               Company entitled to vote generally in the election of directors
               ("Outstanding Voting Securities"); provided, however, that the
                                                  --------  -------
               following acquisitions will not constitute a Change in Control:
               (i) any acquisition by any employee benefit plan (or related
               trust) sponsored or maintained by the Company or any Subsidiary
               or (ii) any acquisition by any corporation pursuant to a
               reorganization, merger or consolidation, if, following such
               reorganization, merger or consolidation, the conditions described
               in clauses (A) and (B) of clause (3) of this definition are
               satisfied;

          (2)  Individuals who, as of the effective date of the Plan, constitute
               the Board of Directors of the Company (the "Incumbent Board")
               cease for any reason to constitute at least a majority of the
               Company's Board of Directors; provided, however, that any
               individual becoming a director subsequent to the effective date
               of the Plan whose election, or nomination for election by the
               Company's Stockholders was approved by a vote of at least a
               majority of the directors then comprising the Incumbent Board,
               will be considered as though such individual were a member of the
               Incumbent Board; provided, further, however, that no individual
               shall be considered a member of the Incumbent Board if such
               individual initially assumed office as a result of either an
               actual or threatened "Election Contest" (as described in Rule 14
               a-11 under the Exchange Act) or other actual or threatened
               solicitation of proxies or consents by or on behalf of a person
               other than the Board (a "Proxy Contest"), included by reason of
               any agreement intended to avoid or settle any Election Contest or
               Proxy Contest; or

          (3)  The occurrence of a reorganization, merger or consolidation
               involving the Company or in which securities of the Company are
               issued, in each case, unless, following such reorganization,
                                     ------
               merger or consolidation, (A) more than 50% of, respectively, the
               then outstanding shares of common stock of the corporation
               resulting from such reorganization, merger or consolidation and
               the combined voting power of the then outstanding voting
               securities of such corporation entitled to vote generally in the
               election of directors is then beneficially owned, directly or
               indirectly, by all or substantially all of the individuals and
               entities who were the beneficial owners, respectively, of the
               Outstanding Voting Securities immediately prior to such
               reorganization, merger or consolidation in substantially the same
               proportions as their ownership, immediately prior to such
               reorganization, merger or consolidation, of the Outstanding
               Voting Securities, and (B) at least a majority of the members of
               either, (x) the board of directors of the corporation resulting
               from such reorganization, merger or consolidation (the "Surviving
               Corporation") if 50% or more of the combined voting power of the
               then outstanding voting securities of the Surviving Corporation
               is not beneficially owned, directly or indirectly, by another
               corporation (a "Parent Corporation"), or, (y) the board of
               directors of the Parent Corporation, if 50% or more of the
               combined voting power of the Surviving Corporation's then
               outstanding voting securities is

                                      -15-
<PAGE>

               beneficially owned, directly or indirectly, by a Parent
               Corporation, were members of the Board at the time of the
               execution of the initial agreement providing for such
               reorganization, merger or consolidation; or

          (4)  Approval by the Stockholders of the Company of (A) a complete
               liquidation or dissolution of the Company, as applicable, or (B)
               the sale or other disposition of all or substantially all of the
               assets of the Company, other than to a corporation, with respect
                                      ----- ----
               respect to which following such sale or other disposition, (1)
               more than 50% of, respectively, the then outstanding shares of
               common stock of such corporation and the combined voting power of
               the then outstanding voting securities of such corporation
               entitled to vote generally in the election of directors is then
               beneficially owned, directly or indirectly, by all or
               substantially all of the individuals and entities who were the
               beneficial owners, respectively of the Outstanding Voting
               Securities immediately prior to such sale or other disposition,
               in substantially the same proportion as their ownership
               immediately prior to such sale or other disposition, of the
               Outstanding Voting Securities, and (2) at least a majority of the
               members of the board of directors of such corporation were
               members of the Board at the time of the execution of the initial
               agreement or action of the Board providing for such sale or other
               disposition of assets of the Company; provided, however, that no
               transaction resulting in the disposition of one or more
               subsidiaries or other business units of the Company will be
               treated as substantially all of the assets of the Company unless
               the assets so disposed of comprise more than 70% of all assets of
               the Company measured by fair market value

13.  Nonexclusivity of the Plan

     Neither the adoption of this Plan by the Board nor the submission of this
Plan to the stockholders of the Company for approval shall be construed as
creating any limitations on the power of the Board to adopt such other incentive
arrangements as it may deem desirable, including, without limitation, the
granting of stock options otherwise than under this Plan, and such arrangements
may be either applicable generally or only in specific cases.

14.  Amendments and Termination

     The Board may at any time terminate the Plan.  With the express written
consent of an individual Optionee, the Board or the Committee may cancel or
reduce or otherwise alter outstanding Options.  The Board or the Committee may,
at any time, or from time to time, amend or suspend and, if suspended,
reinstate, the Plan in whole or in part; provided, however, that no amendment
which requires stockholder approval in order for Options granted pursuant to the
Plan to be exempt from the application of Section 162(m) of the Code or for
Options which are Incentive Stock Options to continue to meet the requirements
of Section 422 of the Code, shall be effective unless the same shall be approved
by the requisite vote of the stockholders of the Company.

                                      -16-
<PAGE>

15.  Effect of Section 162(m) of the Code

     The Plan, and all Options issued thereunder, are intended to be exempt from
the application of Section 162(m) of the Code, which restricts under certain
circumstances the Federal income tax deduction for compensation paid by a
publicly held corporation to named executives in excess of $1 million per year.
One of the requirements for such exemption is that the Plan be approved by the
stockholders of the Company.  To the extent that the Committee determines as of
the date of grant of an Option that (i) the Option is intended to comply with
Section 162(m) of the Code and (ii) the exemption described above is not
available with respect to such Option because the stockholders have not approved
the Plan, such Option shall not be effective until such stockholder approval
required under Section 162(m) of the Code has been obtained.

Options may be granted prior to the date of such stockholder approval made
subject to stockholder approval.  In such event and prior to such grant, the
Committee shall consult with the Company's accountants as to the accounting
implications thereof and, if Incentive Stock Options are to be granted, the
Company's legal counsel as to the requirements for such grants.

                       *         *         *


As adopted by the Board of Directors of
Intek Information, Inc. as of
January 14, 2000



By: /S/ KRIS DANIELSON
   --------------------------------
    Assistant Secretary

                                      -17-