Exhibit 4.2

                     TERASCAPE SOFTWARE INC.

                         1997 STOCK PLAN
                   (As Amended March 3, 1999)

     1.   Purpose.  The purpose of this Terascape Software  Inc.
1997  Stock  Plan  (the "Plan") is to advance the  interests  of
Terascape  Software  Inc.,  a  Massachusetts  corporation   (the
"Company"),  by  strengthening the ability  of  the  Company  to
attract,  retain  and  motivate key employees,  consultants  and
other  individual  contributors of or  to  the  Company  or  any
present  or  future  parent or subsidiary of  the  Company  (the
"Company  Group")  by  providing them  with  an  opportunity  to
purchase or receive as bonuses stock of the Company and  thereby
permitting  them  to  share  in the  Company's  success.  It  is
intended  that  this purpose will be effected  by  granting  (i)
incentive   stock  options  ("Incentive  Options")   which   are
intended to qualify under the provisions of Section 422  of  the
Internal  Revenue  Code  of  1986, as heretofore  and  hereafter
amended   (the   "Code"),   and  non-statutory   stock   options
("Nonqualified  Options") which are not  intended  to  meet  the
requirements  of Section 422 of the Code and which are  intended
to  be  taxed  under  Section 83 of  the  Code  (both  Incentive
Options  and Nonqualified Options shall be collectively referred
to  as "Options"), (ii) stock purchase authorizations ("Purchase
Authorizations") and (iii) stock bonus awards ("Bonuses").

     2.   Effective  Date.  This Plan was adopted  and  approved
by  the  Board  of  Directors of the Company  (the  "Board")  on
January  28,  1997 (the "effective date" of the Plan),  and  was
approved  by  the Company's stockholders within one  year  after
the effective date.

     3.   Stock  Covered by the Plan.  Subject to adjustment  as
provided  in  Sections 9 and 10 below, the shares  that  may  be
made  subject  to  Options, Purchase Authorizations  or  Bonuses
under the Plan ("Shares") shall not exceed in the aggregate  one
million  (1,000,000)  shares of the common  stock,  without  par
value,  of  the Company ("Common Stock"). Any Shares subject  to
an  Option  or  Purchase  Authorization  which  for  any  reason
expires  or is terminated unexercised as to such Shares and  any
Shares  reacquired by the Company pursuant to  forfeiture  or  a
repurchase  right  hereunder may again  be  the  subject  of  an
Option,  Purchase  Authorization or Bonus under  the  Plan.  The
Shares  purchased  pursuant to Purchase  Authorizations  or  the
exercise  of  Options under this Plan or issued as Bonuses  may,
in  whole  or in part, be either authorized but unissued  Shares
or issued Shares reacquired by the Company.

    4.    Administration.  This Plan shall be  administered  by
the  Board, whose construction and interpretation of the Plan's
terms  and provisions shall be final and conclusive. The  Board
shall have authority, subject to the express provisions of  the
Plan, to construe the Plan and the respective Options, Purchase
Authorizations, Bonuses and related agreements,  to  prescribe,
amend  and rescind rules and regulations relating to the  Plan,
to  determine  the  terms  and  provisions  of  the  respective
Options,   Purchase   Authorizations,   Bonuses   and   related
agreements,  and  to  make  all  other  determinations  in  the
judgment   of  the  Board  necessary  or  desirable   for   the
administration of the Plan. The Board may correct any defect or
supply any omission or reconcile any inconsistency in the  Plan
or  in  any  Option, Purchase Authorization, Bonus, or  related
agreement  in  the  manner  and to the  extent  it  shall  deem
expedient  to carry the Plan into effect, and it shall  be  the
sole  and final judge of such expediency. No director shall  be
liable for any action or determination made in good faith.  The
Board may, to the full extent permitted by law, delegate any or
all   of  its  powers  under  the  Plan  to  a  committee  (the
"Committee") appointed by the Board, and if the Committee is so
appointed  and  to  the extent such powers are  delegated,  all
references  to the Board in the Plan shall mean and  relate  to
such Committee.

     5.   Eligible Recipients.  Options, Purchase Authorizations
and Bonuses may be granted to such key employees, consultants or
other  individual  contributors of  or  to  the  Company  Group,
including without limitation members of the Board and members of
any scientific or technical advisory boards, as are selected  by
the  Board  (a "Participant"); provided, that only employees  of
the  Company  Group shall be eligible for grant of an  Incentive
Option.

     6.   Duration  of the Plan.  This Plan shall terminate  ten
(10)  years  from  the effective date hereof, unless  terminated
earlier  pursuant  to  Section 13  hereafter,  and  no  Options,
Purchase  Authorizations  or Bonuses  may  be  granted  or  made
thereafter.

     7.     Terms   and   Conditions   of   Options.    Purchase
Authorizations  and  Bonuses, Options,  Purchase  Authorizations
and  Bonuses granted or made under this Plan shall be  evidenced
by  agreements  in  such  form and  containing  such  terms  and
conditions  as  the  Board shall determine;  provided,  however,
that  such  agreements  shall evidence  among  their  terms  and
conditions the following:

     (a)  Price.  The purchase price per Share payable upon  the
exercise  of  each  Option  or the  purchase  pursuant  to  each
Purchase  Authorization  granted  or  made  hereunder  shall  be
determined  by  the  Board at the time the  Option  or  Purchase
Authorization  is granted or made. Subject to the  condition  of
paragraph 7(j) (i), if applicable, the purchase price per  Share
payable  upon  the  exercise of each  Incentive  Option  granted
hereunder  shall not be less than one hundred percent (100%)  of
the  fair market value per Share of the Common Stock on the  day
the Incentive Option is granted or made. Fair market value shall
be determined in accordance with procedures to be established in
good  faith  by  the  Board. Bonus Shares  shall  be  issued  in
consideration  of services previously rendered, which  shall  be
valued  for such purposes by the Board or the Committee, as  the
case may be.

     (b) Number of Shares.  Each agreement shall specify the
number of Shares to which it pertains.

     (c)  Exercise of Options.  Each Option shall be exercisable
for  the  full  amount  or  for any part  thereof  and  at  such
intervals or in such installments as the Board may determine  at
the  time  it  grants such Option; provided,  however,  that  no
Option  shall  be exercisable with respect to any  Shares  later
than  ten (10) years after the date of the grant of such  Option
(or  five  (5) years in the case of Incentive Options  to  which
paragraph  7(j)  (ii) applies). An Option shall  be  exercisable
only by delivery of a written notice to the Company's Treasurer,
or  any other officer of the Company designated by the Board  to
accept  such  notices on its behalf, specifying  the  number  of
Shares  for  which  the Option is exercised and  accompanied  by
either   (i)  payment  or  (ii)  if  permitted  by  the   Board,
irrevocable instructions to a broker to promptly deliver to  the
Company  full  payment in accordance with  paragraph  7(d)  (ii)
below  of  the  amount necessary to pay the  aggregate  exercise
price.  With  respect to an Incentive Option, the permission  of
the  Board referred to in clause (ii) of the preceding  sentence
must be granted at the time the Incentive Option is granted.

     (d)  Payment.   Payment shall be made in full  (i)  at  the
time   the   Option  is  exercised,  (ii)  promptly  after   the
Participant forwards the irrevocable instructions referred to in
paragraph 7(c) (ii) above to the appropriate broker, if exercise
of  an Option is made pursuant to paragraph 7(c) (ii) above,  or
(iii)   at   the  time  the  purchase  pursuant  to  a  Purchase
Authorization is made. Payment shall be made either (a) in cash,
(b) by check, (c) if permitted by the Board (with respect to  an
Incentive  Option, such permission to have been granted  at  the
time  of the Incentive Option grant), by delivery and assignment
to  the  Company of shares of Company stock having a fair market
value  (as  determined by the Board) equal to  the  exercise  or
purchase  price, (d) if permitted by the Board,  stated  in  the
agreement  evidencing the Option or Purchase Authorization,  and
to   the  extent  permitted  by  any  applicable  law,  by   the
Participant's recourse promissory note, which note must  be  due
and  payable  not more than five (5) years after  the  date  the
Option  or  Purchase Authorization is exercised,  or  (e)  by  a
combination  of (a), (b), (c) and/or (d). If shares  of  Company
stock  are  to be used to pay the exercise price of an Incentive
Option, the Company prior to such payment must be furnished with
evidence satisfactory to it that the acquisition of such  shares
and  their transfer in payment of the exercise price satisfy the
requirements  of  Section 422 of the Code and  other  applicable
laws.

     (e) Withholding Taxes, Delivery of Shares. The Company's
obligation to deliver Shares upon exercise of an Option or upon
purchase pursuant to a Purchase Authorization or issuance
pursuant to a Bonus shall be subject to the Participant's
satisfaction of all applicable federal, state and local income
and employment tax withholding obligations. Without limiting
the generality of the foregoing, the Company shall have the
right to deduct from payments of any kind otherwise due to the
Participant any federal, state or local taxes of any kind
required by law to be withheld with respect to any Shares
issued upon exercise of Options or purchased or issued pursuant
to Purchase Authorizations or Bonuses. The Participant may
elect to satisfy such obligation(s), in whole or in part, by
(i) delivering to the Company a check for the amount required
to be withheld or (ii) if the Board in its sole discretion
approves in any specific or general case, having the Company
withhold Shares or delivering to the Company already-owned
shares of Common Stock, having a value equal to the amount
required to be withheld, as determined by the Board.

     (f)    Non-Transferability.   No   Option   or    Purchase
Authorization   shall  be  transferable  by   the   Participant
otherwise  than by will or the laws of descent or distribution,
and  each Option or Purchase Authorization shall be exercisable
during the Participant's lifetime only by the Participant.

     (g)  Termination of Purchase Authorizations  and  Options.
Each  Purchase Authorization shall terminate and may no  longer
be  exercised  if  the Participant ceases  for  any  reason  to
provide  services to a member of the Company Group.  Except  to
the  extent  the  Board provides specifically in  an  agreement
evidencing an Option for a lesser period (or a greater  period,
in  the  case of Nonqualified Options only), each Option  shall
terminate  and  may no longer be exercised if  the  Participant
ceases  for any reason to provide services to a member  of  the
Company Group in accordance with the following provisions:

      (i) if the Participant ceases to perform services for any
          reason other than death or
          disability (as defined in Section 22 (e) (3) of the
          Code), the Participant may, at any
          time within a period of thirty (30) days after the
          date of such cessation of the
          performance of services, exercise the Option to the
          extent that the Option was
          exercisable on the date of such cessation;

      (ii)if the Participant ceases to perform services because
          of disability (as defined in
          Section 22 (e) (3) of the Code), the Participant may,
          at any time within a period of one
          hundred eighty (180) days after the date of such
          cessation of the performance of
          services, exercise the Option to the extent that the
          Option was exercisable on the date
          of such cessation; and

      (iii)if the Participant ceases to perform services because of death,
           the Option, to the extent that the Participant was entitled to
           exercise it on the date of death, may be
           exercised within a period of one hundred eighty (180)
           days after the Participant's
           death   by  the  person  or  persons  to  whom   the
           Participant's rights under the Option pass  by  will
           or by the laws of descent or distribution;

     provided, however, that no Option or Purchase
     Authorization may be exercised to any extent by anyone
     after the date of its expiration; and provided,
     further, that Options and Purchase Authorizations may
     be exercised only as to Vested Shares (as defined in
     the applicable agreement with the Participant) after
     the Participant has ceased to perform services for any
     member of the Company Group.

     (h)  Rights  as Stockholder. A Participant shall  have  no
rights  as a stockholder with respect to any Shares covered  by
an  Option, Purchase Authorization or Bonus until the  date  of
issuance  of a stock certificate in the Participant's name  for
such Shares.

     (i)  Repurchase  of  Shares by  the  Company.  Any  Shares
purchased  or acquired upon exercise of an Option  or  pursuant
to  a Purchase Authorization or Bonus may in the discretion  of
the  Board  be  subject to repurchase by or forfeiture  to  the
Company  if and to the extent and at the repurchase  price,  if
any,  specifically set forth in the option, purchase  or  bonus
agreement  pursuant  to  which the  Shares  were  purchased  or
acquired.  Certificates  representing Shares  subject  to  such
repurchase  or  forfeiture may be subject to  such  escrow  and
stock  legending provisions as may be set forth in the  option,
purchase  or bonus agreement pursuant to which the Shares  were
purchased or acquired.

     (j)  10%  Stockholder.  If  any  Participant  to  whom  an
Incentive Option is granted pursuant to the provisions  of  the
Plan  is on the date of grant the owner of stock (as determined
under Section 424 (d) of the Code) possessing more than 10%  of
the  total  combined voting power or value of  all  classes  of
stock  of  the  Company, its parent, if any,  or  subsidiaries,
then the following special provisions shall be applicable:

      (i) The exercise price per Share subject to such Option
          shall not be less than 10% of the fair market value
          of each Share on the date of grant; and

     (ii) The Option shall not have a term in excess of five
          years from the date of grant.

     8.  Restrictions on Incentive Options. Incentive Options
     granted under this Plan shall be
specifically designated as such and shall be subject to the
additional restriction that the aggregate fair
market value, determined as of the date the Incentive Option is
granted, of the Shares with respect to
which Incentive Options are exercisable for the first time by a
Participant during any calendar year
shall not exceed $100,000. If an Incentive Option which exceeds
the $100,000 limitation of this
paragraph 8 is granted, the portion of such Option which is
exercisable for shares in excess of the
$100,000 limitation shall be treated as a Nonqualified Option
pursuant to Section 422 (d) of the Code.
In the event that such Participant is eligible to participate in
any other stock incentive plans of the
Company, its parent, if any, or a subsidiary which are also
intended to comply with the provisions of
Section 422 of the Code, such annual limitation shall apply to
the aggregate number of shares for which
options may be granted under all such plans.

    9.     Stock  Dividends: Stock Splits, Stock  Combinations,
Recapitalizations. Appropriate adjustment shall be made by  the
Board  in the maximum number of Shares subject to the Plan  and
in  the  number, kind, and exercise or purchase price of Shares
covered  by  outstanding  Options and  Purchase  Authorizations
granted hereunder to give effect to any stock dividends.  stock
splits,   stock  combinations,  recapitalizations   and   other
similar  changes in the capital structure of the Company  after
the effective date of the Plan.

          10.Merger, etc.

         (a)  In  the  event  of  any merger,  consolidation  or
similar  reorganization of the Company as a result of which  the
Common Stock is converted into or exchanged for cash, securities
or   other   property,  all  outstanding  Options  and  Purchase
Authorizations  granted  hereunder  shall,  effective  upon  the
consummation  of such transaction, be deemed to cover  (i)  such
amount of cash, securities or other property which one share  of
Common  Stock  was  converted into  or  exchanged  for  in  such
transaction  multiplied by (ii) the number of shares  of  Common
Stock   subject   to  such  Option  or  Purchase   Authorization
immediately  prior to the consummation of such transaction.  The
Board  of Directors of the Company shall use reasonable  efforts
to  cause  the  acquiring  or  succeeding  corporation  in  such
transaction  to  assume such Options and Purchase Authorizations
in  the  manner provided in the immediately preceding  sentence;
provided,  however, if such acquiring or succeeding  corporation
does   not   agree  to  so  assume  such  Options  and  Purchase
Authorizations, then the Company shall, by written notice to the
holders  of  such Options and Purchase Authorizations  given  at
least  10 days prior to the closing of such transaction, provide
that   all  such  Options  and  Purchase  Authorizations   shall
terminate (to the extent not then exercised) effective upon  the
closing of such transaction.

         (b)  In  the  event of a dissolution or liquidation  of
the  Company  (a  "Liquidation"), all  outstanding  Options  and
Purchase Authorizations shall terminate (to the extent not  then
exercised)  effective upon such Liquidation. The  Company  shall
give  written notice to each holder of an outstanding Option  or
Purchase  Authorization of a proposed Liquidation  at  least  10
days prior to the effective date of such Liquidation.

         (c)  Notwithstanding the foregoing provisions  of  this
Section 10, effective immediately prior to (i) a Liquidation  or
(ii) an Acquisition (as defined below), the number of shares  of
Common  Stock for which each Eligible Option (as defined  below)
is  then  exercisable shall be increased (if the Option  is  not
already  fully  vested) to such number as  would  apply  if  the
vesting schedule for such Option had commenced one year prior to
the  date  specified in the agreement for such Option (with  the
remaining  vesting schedule for such Option, to the extent  such
Option remains outstanding, shortened by one year). For purposes
of  this  Section 10, an "Acquisition" shall mean (i) a  merger,
consolidation or other business combination which results in the
stockholders   of  the  Company  immediately   prior   to   such
transaction owning, immediately following such transaction, less
than  50% of the outstanding voting stock of the Company or  (if
the  Company  is  not  the surviving corporation  or  becomes  a
subsidiary of another Company in such transaction) the surviving
or acquiring entity, (ii) the sale of shares of capital stock of
the  Company,  in  a  single transaction or  series  of  related
transactions,  representing  at least  51%  of  the  outstanding
voting  stock  of  the  Company or (iii)  the  sale  of  all  or
substantially all of the assets of the Company. For purposes  of
this  Section 10, an "Eligible Option" shall mean an Option that
is  held  by  an  optionee who continues to be employed  by  the
Company at the time of the effectiveness of such Liquidation  or
Acquisition and that has not expired as of the effective date of
such  Liquidation or Acquisition; provided that  an  Option  for
which  vesting  does  not  commence  until  certain  performance
targets are achieved shall be deemed an Eligible Option only  if
and  to  the  extent  that such performance  targets  have  been
achieved.

    11.   Investment  Representations:  Transfer  Restrictions.
The  Company  may  require  Participants,  as  a  condition  of
purchasing Shares pursuant to the exercise of an Option or to a
Purchase Authorization or receipt of shares as a Bonus, to give
written  assurances in substance and form satisfactory  to  the
Company to the effect that such person is acquiring the  Shares
for  the Participant's own account for investment and not  with
any  present intention of selling or otherwise distributing the
same,  and to such other effects as the Company deems necessary
or  appropriate (including without limitation confirmation that
the  Participant  is  aware of any applicable  restrictions  on
transfer  of  the Shares, as specified in the  by-laws  of  the
Company  or  otherwise)  in order to comply  with  federal  and
applicable state securities laws.

    12. Definitions.

     (a) The term "employee" shall have, for purposes of this
Plan, the meaning ascribed to "employee" under Section 340 1
(c) of the Code and the regulations promulgated thereunder.

     (b) The term "Exchange Act" shall mean the
Securities Exchange Act of 1934, as heretofore and
hereafter amended.

     (b) The term "Parent" shall have, for purposes of this
Plan, the meaning ascribed to it under Section 424 (e) of the
Code and the regulations promulgated thereunder.

     (d) The term "subsidiary" shall have, for all purposes
under this Plan, the meaning ascribed to it under Section 424
(f) of the Code and the regulations promulgated thereunder.

    13.   Termination or Amendment of Plan. The Board may at any
time terminate the Plan or make such changes in or additions  to
the  Plan  as it deems advisable without further action  on  the
part of the stockholders of the Company, provided:

    (a)   that no such termination or amendment shall adversely
affect   or  impair  any  then  outstanding  Option,   Purchase
Authorization, Bonus or related agreement without  the  consent
of the Participant holding such Option, Purchase Authorization,
Bonus or related agreement; and

    (b)   that  no  such  amendment  which  (i)  increases  the
maximum  number of Shares subject to this Plan (except  to  the
extent  provided in Section 3), (ii) materially  increases  the
benefits accruing to Participants, or (iii) materially modifies
the  requirements  as to eligibility for participation  in  the
Plan  may be made without obtaining, or being conditioned upon,
stockholder approval.

    With the consent of the Participant affected, the Board  may
amend  outstanding Options, Purchase Authorizations, Bonuses  or
related  agreements in a manner not inconsistent with the  Plan.
The  Board shall have the right to amend or modify the terms and
provisions of the Plan and of any outstanding Incentive  Options
granted under the Plan to the extent necessary to qualify any or
all such Options for such favorable federal income tax treatment
(including  deferral  of  taxation  upon  exercise)  as  may  be
afforded incentive stock options under Section 422 of the Code.