EXHIBIT 4.04
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                                  DSL.NET, INC.

                      2001 STOCK OPTION AND INCENTIVE PLAN

                                November 28, 2001


SECTION 1.  PURPOSE.
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         The purpose of the 2001 Stock Option and Incentive Plan (the "Plan") is
to secure for DSL.net, Inc., (the "Company"), its parent (if any) and any
subsidiaries of the Company (collectively the "Related Corporations") the
benefits arising from capital stock ownership by those employees, consultants
and certain new officers of the Company and any Related Corporations who will be
responsible for the Company's future growth and continued success. The Plan is
not intended to provide Plan Benefits grants to any person who is an officer or
a member of the Board of Directors of the Company or any Related Corporations,
unless such grant is an inducement essential to such person's entering into one
or more employment agreements with the Company as a new employee ("New
Employees").

         The Plan will provide a means whereby employees, consultants and New
Employees of the Company and any Related Corporations may (a) purchase stock in
the Company pursuant to options ("Non-Qualified Options") granted hereunder
which do not qualify as "incentive stock options" under Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code"); (b) be awarded stock in
the Company ("Awards"); (c) receive stock appreciation rights ("SARs"); and (d)
make direct purchases of stock in the Company ("Purchases"). Non-Qualified
Options are sometimes referred to hereafter individually as an "Option" and
collectively as "Options." As used herein, the terms "parent" and "subsidiary"
mean "parent corporation" and "subsidiary corporation" as those terms are
defined in Section 424 of the Code. Options, Awards, SARs and Purchases are
referred to hereafter individually as a "Plan Benefit" and collectively as "Plan
Benefits." Employees, consultants and New Employees of the Company and any
Related Corporations are referred to herein as "Participants."

SECTION 2.  ADMINISTRATION.
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         2.1 BOARD OF DIRECTORS AND THE COMMITTEE. The Plan will be administered
by the Board of Directors of the Company whose construction and interpretation
of the terms and provisions hereof shall be final and conclusive. The Board of
Directors may in its sole discretion grant Options, issue shares upon exercise
of such Options, grant Awards, grant SARs and approve Purchases, all as provided
in the Plan. The Board of Directors shall have authority, subject to the express
provisions of the Plan, to construe the Plan and its related agreements, to
prescribe, amend and rescind rules and regulations relating to the Plan, to
determine the terms and provisions of the respective Option, Award, SAR and
Purchase agreements, which need not be identical, and to make all other
determinations in the judgment of the Board of Directors necessary or desirable
for the administration of the Plan. The Board of Directors may correct any
defect or supply any omission or reconcile any inconsistency in the Plan or in
any 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 of Directors may delegate to the President or Chief
Executive Officer of the Company the power to grant options to non-officers in
accordance with written guidelines approved by the Board of Directors. In
addition, the Board of Directors may delegate any or
<PAGE>
all of its powers under the Plan to a Compensation Committee or other Committee
(the "Committee") appointed by the Board of Directors consisting of at least two
members of the Board of Directors. If the Company has a class of stock
registered pursuant to Section 12 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), then members of the Committee shall at all times
be: (i) "outside directors" as such term is defined in Treas. Reg. ss.
1.162-27(e)(3) (or any successor regulation); and (ii) "non-employee directors"
within the meaning of Rule 16b-3 (or any successor rule) under the Exchange Act,
as such terms are interpreted from time to time; provided, however that if the
members of the Committee do not meet the requirements set forth in (ii) above,
then all decisions and acts of the Committee shall be subject to and effective
upon the approval of the Board of Directors. If a Committee meeting the
requirements of (i) and (ii) above is so appointed, all references to the Board
of Directors herein shall mean and relate to such Committee, unless the context
otherwise requires; provided, however, that if a Committee is appointed that
does not meet the requirements of and (ii) above, then all decisions and acts of
the Committee shall be subject to and effective upon the approval of the Board
of Directors.

SECTION 3.  ELIGIBILITY.
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         3.1   NON-QUALIFIED OPTIONS, AWARDS, SARS AND PURCHASES. Non-Qualified
Options, Awards, SARs and authorizations to make Purchases may be granted to any
Participant.

         3.2   GENERALLY. The Board of Directors may take into consideration a
Participant's individual circumstances in determining whether to grant a
Non-Qualified Option, an Award or an SAR or to approve a Purchase. Granting of
any Option, Award or SAR or approval of any Purchase for any individual shall
neither entitle that individual to, nor disqualify that individual from,
participation in any other grant of Plan Benefits.

SECTION 4.  STOCK SUBJECT TO PLAN.
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         Subject to adjustment as provided in Sections 10 and 11 hereof, the
stock to be offered under the Plan shall consist of shares of the Company's
Common Stock, par value $.0005 per share, and the maximum number of shares of
stock which will be reserved for issuance, and in respect of which Plan Benefits
may be granted pursuant to the provisions of the Plan, shall not exceed in the
aggregate 4,000,000 shares. Such shares may be authorized and unissued shares or
may be treasury shares. If an Option or SAR granted hereunder shall expire or
terminate for any reason without having been exercised in full, or if the
Company shall reacquire any unvested shares issued pursuant to Awards or
Purchases, the unpurchased shares subject thereto and any unvested shares so
reacquired shall again be available for subsequent grants of Plan Benefits under
the Plan. Stock issued pursuant to the Plan may be subject to such restrictions
on transfer, repurchase rights or other restrictions as shall be determined by
the Board of Directors.

SECTION 5. GRANTING OF OPTIONS, AWARDS AND SARS AND APPROVALS OF PURCHASES.
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         Options, Awards and SARs may be granted and Purchases may be approved
under the Plan at any time on or after November 28, 2001 and prior to November
28, 2011. The date of grant of an Option, Award or SAR or approval of a Purchase
under the Plan will be the date specified by the Board of Directors at the time
the Board of Directors grants such Option, Award or SAR or approves such
Purchase; provided, however, that such date shall not be prior to the date on
which the Board of Directors takes such action. Plan Benefits may be granted
alone or in addition to other grants under the Plan.
<PAGE>
SECTION 6.  SPECIAL PROVISIONS APPLICABLE TO OPTIONS AND SARS.
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         6.1   PURCHASE PRICE AND SHARES SUBJECT TO OPTIONS AND SARS.

               (a) The purchase price per share of stock deliverable upon the
         exercise of an Option shall be determined by the Board of Directors.
         The Board of Directors may delegate to the Chief Executive Officer of
         the Company the power to determine the exercise price of an option in
         accordance with written guidelines approved by the Board of Directors.

               (b) Options granted under the Plan may provide for the payment of
         the exercise price by delivery of (i) cash or a check payable to the
         order of the Company in an amount equal to the exercise price of such
         Options, (ii) shares of Common Stock of the Company owned by the
         Participant having a fair market value equal in amount to the exercise
         price of the Options being exercised, or (iii) any combination of (i)
         and (ii). The fair market value of any shares of the Company's Common
         Stock which may be delivered upon exercise of an Option shall be
         determined by the Board of Directors. The Board of Directors may also
         permit Participants, either on a selective or aggregate basis, to
         simultaneously exercise Options and sell the shares of Common Stock
         thereby acquired, either to the Company or pursuant to a brokerage or
         similar arrangement, approved in advance by the Board of Directors, and
         to use the proceeds from such sale as payment of the purchase price of
         such shares.

               (c) If, at the time an Option is granted under the Plan, the
         Company's Common Stock is publicly traded, "fair market value" shall be
         determined as of the last business day for which the prices or quotes
         discussed in this sentence are available prior to the date such Option
         is granted (the "Determination Date") and shall mean (i) the average
         (on the Determination Date) of the high and low prices of the Common
         Stock on the principal national securities exchange on which the Common
         Stock is traded, if such Common Stock is then traded on a national
         securities exchange; (ii) the last reported sale price (on the
         Determination Date) of the Common Stock on the Nasdaq Stock Market if
         the Common Stock is not then traded on a national securities exchange;
         or (iii) the closing bid price (or average of bid prices) last quoted
         (on the Determination Date) by an established quotation service for
         over-the-counter securities, if the Common Stock is not reported on the
         Nasdaq Stock Market. However, if the Common Stock is not publicly
         traded at the time an Option is granted under the Plan, "fair market
         value" shall be deemed to be the fair value of the Common Stock as
         determined by the Board of Directors 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.

         6.2   DURATION OF OPTIONS AND SARS. Each Option and SAR and all rights
thereunder shall be expressed to expire on such date as the Board of Directors
may determine, but in no event later than ten years from the day on which the
Option or SAR is granted and shall be subject to earlier termination as provided
herein.

         6.3   EXERCISE OF OPTIONS AND SARS.

               (a) Each Option and SAR granted under the Plan shall be
         exercisable at such time or times and during such period as shall be
         set forth in the instrument evidencing such Option or SAR. To the
         extent that an Option or SAR is not exercised by a Participant when it
         becomes initially exercisable, it shall not expire but shall be carried
         forward and shall be exercisable, on a cumulative basis, until the
         expiration of the exercise period. No partial exercise may be for less
         than ten (10) full shares of Common Stock (or its equivalent).
<PAGE>
               (b) The Board of Directors shall have the right to accelerate the
         date of exercise of any installments of any Option or SAR.

         6.4   NONTRANSFERABILITY OF OPTIONS AND SARS.

         No Option or SAR granted under the Plan shall be assignable or
transferable by the Participant, either voluntarily or by operation of law,
except by will or the laws of descent and distribution or, with respect to
Non-Qualified Options and SARs, pursuant to a qualified domestic relations order
as defined by the Code or Title I of the Employee Retirement Income Security Act
("ERISA") or the rules promulgated thereunder or unless the Participant's
non-qualified stock option agreement granting such options (the "Non-Qualified
Stock Option Agreement") or the Participant's SAR agreement granting such SARs
(the "SAR Agreement") provides otherwise. Unless otherwise provided by the
Non-Qualified Stock Option Agreement or the SAR Agreement, during the life of
the Participant, the Option or SAR shall be exercisable only by him or her. If
any Participant should attempt to dispose of or encumber his or her Options or
SARs, other than in accordance with the applicable terms of a Non-Qualified
Stock Option Agreement or SAR Agreement, his or her interest in such Options or
SARs shall terminate.

         6.5   EFFECT OF TERMINATION OF EMPLOYMENT OR DEATH.

               (a) Except as provided in any applicable option agreement, if a
         Participant ceases to be employed by the Company or a Related
         Corporation for any reason, including retirement but other than death,
         any Option or SAR granted to such Participant under the Plan shall
         immediately terminate; provided, however, that any portion of such
         Option or SAR which was otherwise exercisable on the date of
         termination of the Participant's employment may be exercised within the
         three-month period following the date on which the Participant ceased
         to be so employed, but in no event after the expiration of the exercise
         period. Any such exercise may be made only to the extent of the number
         of shares subject to the Option or SAR which were purchasable on the
         date of such termination of employment. If the Participant dies during
         such three-month period, the Option or SAR shall be exercisable by the
         Participant's personal representatives, heirs or legatees to the same
         extent and during the same period that the Participant could have
         exercised the Option or SAR on the date of his or her death.

               (b) If the Participant dies while an employee of the Company or
         any Related Corporation, any Option or SAR granted to such Participant
         under the Plan shall be exercisable by the Participant's personal
         representatives, heirs or legatees, for the purchase of that number of
         shares and to the same extent that the Participant could have exercised
         the Option or SAR on the date of his or her death. The Option or SAR or
         any unexercised portion thereof shall terminate unless so exercised
         prior to the earlier of the expiration of six months from the date of
         such death or the expiration of the exercise period.

         6.6   STOCK APPRECIATION RIGHTS. A SAR is the right to receive, without
payment, an amount equal to the excess, if any, of the fair market value of a
share of Common Stock on the date of exercise over the grant price, which amount
will be multiplied by the number of shares with respect to which the SARs shall
have been exercised. The grant of SARs under the Plan shall be subject to the
following terms and conditions and shall contain such additional terms and
conditions, not inconsistent with the express terms of the Plan, as the Board of
Directors shall deem desirable:
<PAGE>
               (a) Grant. SARs may be granted in tandem with, in addition to or
         completely independent of any Plan Benefit.

               (b) Grant Price. The grant price of a SAR may be the fair market
         value of a share of Common Stock on the date of grant or such other
         price as the Board of Directors may determine.

               (c) Exercise. A SAR may be exercised by a Participant in
         accordance with procedures established by the Board of Directors or as
         otherwise provided in any agreement evidencing any SARs. The Board of
         Directors may provide that an SAR shall be automatically exercised on
         one or more specified dates.

               (d) Form of Payment. Payment upon exercise of an SAR may be made
         in cash, in shares of Common Stock or any combination thereof, as the
         Board of Directors shall determine.

               (e) Fair Market Value. Fair market value shall be determined in
         accordance with Section 6.1(c) with the "Determination Date" being
         determined by reference to the date of grant or the date of exercise of
         an SAR, as applicable.

         6.7   RIGHTS AS A STOCKHOLDER.

         The holder of an Option or SAR shall have no rights as a stockholder
with respect to any shares covered by the Option or SAR until the date of issue
of a stock certificate to him or her for such shares. Except as otherwise
expressly provided in the Plan, no adjustment shall be made for dividends or
other rights for which the record date is prior to the date such stock
certificate is issued.

SECTION 7.  SPECIAL PROVISIONS APPLICABLE TO AWARDS
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         7.1   GRANTS OF AWARDS. The Board of Directors may grant a Participant
an Award subject to such terms and conditions as the Board of Directors deems
appropriate, including, without limitation, restrictions on the pledging, sale,
assignment, transfer or other disposition of such shares and the requirement
that the Participant forfeit all or a portion of such shares back to the Company
upon termination of employment.

         7.2   CONDITIONS.  Approvals of Awards may be subject to the following
conditions:

               (a) Each Participant receiving an Award shall enter into an
         agreement (a "Stock Restriction Agreement") with the Company, if
         required by the Board of Directors, in a form specified by the Board of
         Directors agreeing to such terms and conditions of the Award as the
         Board of Directors deems appropriate.

               (b) Shares issued and transferred to a Participant pursuant to an
         Award may, if required by the Board of Directors, be deposited with the
         Treasurer or other officer of the Company designated by the Board of
         Directors to be held until the lapse of the restrictions upon such
         shares, and each Participant shall execute and deliver to the Company
         stock powers enabling the Company to exercise its rights hereunder.

               (c) Certificates for shares issued pursuant to an Award shall, if
         the Company shall deem it advisable, bear a legend to the effect that
         they are issued subject to specified restrictions.
<PAGE>
               (d) Certificates representing the shares issued pursuant to an
         Award shall be registered in the name of the Participant and shall be
         owned by such Participant. Such Participant shall be the holder of
         record of such shares for all purposes, including voting and receipt of
         dividends paid with respect to such shares.

         7.3   NONTRANSFERABILITY. Shares issued pursuant to an Award may not be
sold, assigned, transferred, alienated, commuted, anticipated, or otherwise
disposed of (except, subject to the provisions of such Participant's Stock
Restriction Agreement, by will or the laws of descent and distribution or
pursuant to a qualified domestic relations order as defined by the Code or Title
I of ERISA or the rules promulgated thereunder), or pledged or hypothecated as
collateral for a loan or as security for the performance of any obligation, or
be otherwise encumbered, and are not subject to attachment, garnishment,
execution or other legal or equitable process, prior to the lapse of
restrictions on such shares, and any attempt at action in contravention of this
Section shall be null and void. If any Participant should attempt to dispose of
or encumber his or her shares issued pursuant to an Award prior to the lapse of
the restrictions imposed on such shares, his or her interest in such shares
shall terminate.

         7.4   EFFECT OF TERMINATION OF EMPLOYMENT OR DEATH ON AWARDS. If, prior
to the lapse of restrictions applicable to Awards, the Participant ceases to be
an employee of the Company or the Related Corporations for any reason, Awards to
such Participant, as to which restrictions have not lapsed, shall be forfeited
to the Company, effective on the date of the Participant's termination of
employment. The Board of Directors shall have the sole power, consistent with
applicable laws, to decide in each case to what extent leaves of absence shall
be deemed a termination of employment.

SECTION 8.  SPECIAL PROVISIONS APPLICABLE TO PURCHASES.
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         All approvals of Purchases which provide that the Company has a right
to repurchase the shares subject to such Purchase (the "Restricted Shares")
shall be subject to the terms and conditions set forth in the related agreement
(the "Stock Purchase Restriction Agreement") approved by the Board of Directors,
and shall be subject to the other terms and conditions of this Section 8.

         8.1   CONDITIONS.  All approvals of Purchases shall be subject to the
following conditions:

               (a) Prior to the issuance and transfer of Restricted Shares, the
         Participant shall pay to the Company the purchase price (the "Purchase
         Price") of the Restricted Shares in cash or in such other manner as
         shall be as approved by the Board of Directors.

               (b) Restricted Shares issued and transferred to a Participant
         may, if required by the Board of Directors, be deposited with the
         Treasurer or other officer of the Company designated by the Board of
         Directors to be held until the lapse of the restrictions upon such
         Restricted Shares, and each Participant shall execute and deliver to
         the Company stock powers enabling the Company to exercise its rights
         hereunder.

               (c) Certificates for Restricted Shares shall, if the Company
         shall deem it advisable, bear a legend to the effect that they are
         issued subject to specified restrictions.

               (d) Certificates representing the Restricted Shares shall be
         registered in the name of the Participant and shall be owned by such
         Participant. Such Participant shall be the holder of record of such
         Restricted Shares for all purposes, including voting and receipt of
         dividends paid with respect to such Restricted Shares.
<PAGE>
         8.2   NONTRANSFERABILITY. A Participant's Restricted Shares may not be
sold, assigned, transferred, alienated, commuted, or otherwise disposed of
(except, subject to the provisions of such Participant's Stock Purchase
Restriction Agreement, by will or the laws of descent and distribution or
pursuant to a qualified domestic relations order as defined by the Code or Title
I of ERISA or the rules promulgated thereunder), or pledged or hypothecated as
collateral for a loan or as security for the performance of any obligation, or
be otherwise encumbered, and are not subject to attachment, garnishment,
execution or other legal or equitable process, prior to the lapse of
restrictions on such Restricted Shares, and any attempt at action in
contravention of this Section shall be null and void. If any Participant should
attempt to dispose of or encumber his or her Restricted Shares prior to the
lapse of the restrictions imposed on such Restricted Shares, his or her interest
in the Restricted Shares awarded to him or her shall terminate.


SECTION 9.  REQUIREMENTS OF LAW.
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         9.1   VIOLATIONS OF LAW. No shares shall be issued and delivered upon
exercise of any Option or the making of any Award or Purchase or the payment of
any SAR unless and until, in the opinion of counsel for the Company, any
applicable registration requirements of the Securities Act of l933, as amended,
any applicable listing requirements of any national securities exchange on which
stock of the same class is then listed, and any other requirements of law or of
any regulatory bodies having jurisdiction over such issuance and delivery, shall
have been fully complied with. Each Participant may, by accepting Plan Benefits,
be required to represent and agree in writing, for himself or herself and for
his or her transferees by will or the laws of descent and distribution, that the
stock acquired by him, her or them is being acquired for investment. The
requirement for any such representation may be waived at any time by the Board
of Directors.

         9.2   COMPLIANCE WITH RULE 16B-3. If the Company has a class of stock
registered pursuant to Section 12 of the Exchange Act, the intent of this Plan
is to qualify for the exemption provided by Rule 16b-3 under the Exchange Act.
To the extent any provision of the Plan does not comply with the requirements of
Rule 16b-3, it shall be deemed inoperative to the extent permitted by law and
deemed advisable by the Board of Directors and shall not affect the validity of
the Plan. In the event Rule 16b-3 is revised or replaced, the Board of Directors
may exercise discretion to modify this Plan in any respect necessary to satisfy
the requirements of the revised exemption or its replacement.
<PAGE>
SECTION 10.  RECAPITALIZATION.
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         In the event that dividends are payable in Common Stock of the Company
or in the event there are splits, sub-divisions or combinations of shares of
Common Stock of the Company, the number of shares available under the Plan shall
be increased or decreased proportionately, as the case may be, and the number of
shares deliverable upon the exercise thereafter of any Option previously granted
shall be increased or decreased proportionately, as the case may be, without
change in the aggregate purchase price, and the number of shares to which
granted SARs relate shall be increased or decreased proportionately, as the case
may be, and the grant price of such SARs shall be decreased or increased
proportionately, as the case may be.

SECTION 11.  REORGANIZATION.
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         (a) In case the Company is merged or consolidated with another
corporation and the Company is not the surviving corporation, or, in case the
property or stock of the Company is acquired by any other corporation, or in
case of a reorganization or liquidation of the Company, the Board of Directors
of the Company, or the board of directors of any corporation assuming the
obligations of the Company hereunder, shall, as to outstanding Plan Benefits,
either (i) make appropriate provision for the protection of any such outstanding
Plan Benefits by the substitution on an equitable basis of appropriate stock of
the Company or of the merged, consolidated or otherwise reorganized corporation
which will be issuable in respect of the shares of Common Stock of the Company,
provided only that the excess of the aggregate fair market value of the shares
subject to the Plan Benefits immediately after such substitution over the
purchase price thereof is not more than the excess of the aggregate fair market
value of the shares subject to such Plan Benefits immediately before such
substitution over the purchase price thereof, (ii) upon written notice to the
Participants, provide that all unexercised Plan Benefits must be exercised
within a specified number of days of the date of such notice or such Plan
Benefits will be terminated, or (iii) upon written notice to the Participants,
provide that the Company or the merged, consolidated or otherwise reorganized
corporation shall have the right, upon the effective date of any such merger,
consolidation, sale of assets or reorganization, to purchase all Plan Benefits
held by each Participant and unexercised as of that date at an amount equal to
the aggregate fair market value on such date of the shares subject to the Plan
Benefits held by such Participant over the aggregate purchase price therefor,
such amount to be paid in cash or, if stock of the merged, consolidated or
otherwise reorganized corporation is issuable in respect of the shares of the
Common Stock of the Company, then, in the discretion of the Board of Directors,
in stock of such merged, consolidated or otherwise reorganized corporation equal
in fair market value to the aforesaid amount. In any such case the Board of
Directors shall, in good faith, determine fair market value and may, in its
discretion, advance the lapse of any waiting or installment periods and exercise
dates.

         (b) Notwithstanding anything herein to the contrary, in the event that
following or in connection with a Change-in-Control (as defined below), a
Participant's employment with, or service as a consultant of, the Company is (i)
terminated by the Company for any reason other than Cause (as defined below), or
(ii) terminated by the Participant for Good Reason (as defined below), any
portion of a Participant's Plan Benefit which would otherwise vest or become
exercisable solely with the passage of time and the Participant's continued
employment with or service as a consultant of the Company, shall immediately
vest and become fully exercisable and all rights relevant to such Plan Benefit
shall accrue immediately to such Participant, unless otherwise explicitly
provided in the applicable Award agreement. The term "Cause" shall mean (i)
habitual intoxication, (ii) illegal drug use or addiction, (iii) conviction of a
felony (or plea of guilty or nolo contendere), (iv) material failure or
inability to perform one's agreements, duties or obligations as an employee or
consultant, other than from illness or injury, and (v) willful misconduct or
negligence in the performance of one's agreements, duties or obligations as an
<PAGE>
employee or consultant. The term "Change-in-Control" shall mean: (i) any sale,
lease, exchange or other transfer (in one transaction or series of transactions)
of all or substantially all of the assets of the Company; (ii) individuals who,
as of the date hereof, constitute the entire Board of Directors of the Company
(the "Incumbent Directors") cease for any reason to constitute at least a
majority of the Board of Directors, provided that any individual becoming a
director subsequent to the date hereof whose election or nomination for election
was approved by a vote of at least a majority of the then Incumbent Directors
shall be, for the purposes of this provision, considered as though such
individual were an Incumbent Director; (iii) any consolidation or merger of the
Company with any other entity (including, without limitation, a triangular
merger) where the stockholders of the Company immediately prior to the
consolidation or merger, would not, immediately after the consolidation or
merger, beneficially own, directly or indirectly, shares representing fifty
percent (50%) of the combined voting power of all of the outstanding securities
of the entity issuing cash or securities in the consolidation or merger (or its
ultimate parent corporation, if any); (iv) a person, including a "person" as
defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), other than the Company or an employee benefit plan
sponsored by the Company, becomes the beneficial owner (as defined in Rule 13d-3
under the Exchange Act), directly or indirectly, of securities of the Company
representing forty percent (40%) or more of the total voting power represented
by the Company's then outstanding voting securities, except for a person who was
a beneficial owner of forty percent (40%) or more of the total voting power of
the Company's outstanding voting securities on April 29, 1999; or (v) the Board
of Directors of the Company, by a vote of a majority of all the Directors,
adopts a resolution to the effect that a "Change-in-Control" has occurred for
purposes of this Agreement. The term "Good Reason" shall mean that (i) the
Participant's compensation has been materially reduced, (ii) the Participant's
position, duties or responsibilities have been materially changed, (iii) the
Participant, if an employee of the Company, has been required to move his or her
principal residence because his primary place of employment is moved to a
location greater than thirty (30) miles away from its then current location,
(iv) the Company has not paid to the Participant when due any salary, bonus or
other material benefit due to him or her, or (v) there exists a breach by the
Company of any material term or provision of any employment agreement between it
and the Participant, provided, however, that, in any such event, the Participant
shall notify the Company of such event and give it fifteen (15) days to remedy
the situation before terminating his or her employment.

SECTION 12.  NO SPECIAL EMPLOYMENT RIGHTS.
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         Nothing contained in the Plan or in any Plan Benefit documentation
shall confer upon any Participant receiving a grant of any Plan Benefit any
right with respect to the continuation of his or her employment by the Company
(or any Related Corporation) or interfere in any way with the right of the
Company (or any Related Corporation), subject to the terms of any separate
employment agreement to the contrary, at any time to terminate such employment
or to increase or decrease the compensation of the Participant from the rate in
existence at the time of the grant of any Plan Benefit. Whether an authorized
leave of absence, or absence in military or government service, shall constitute
termination of employment shall be determined by the Board of Directors.

SECTION 13.  AMENDMENT OF THE PLAN.
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         The Board of Directors may at any time and from time to time modify or
amend the Plan in any respect. The termination or any modification or amendment
of the Plan shall not, without the consent of a recipient of any Plan Benefit,
affect his or her rights under any Plan Benefit previously granted. With the
consent of the affected Participant, the Board of Directors may amend
outstanding agreements relating to any Plan Benefit, in a manner not
inconsistent with the Plan.
<PAGE>
SECTION 14.  WITHHOLDING.
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         The Company's obligation to deliver shares of stock upon the exercise
of any Option or the granting of an Award or to make payment upon any exercise
of any SAR or making of a Purchase shall be subject to the satisfaction by the
Participant of all applicable federal, state and local income and employment tax
withholding requirements.

SECTION 15.  EFFECTIVE DATE AND DURATION OF THE PLAN.
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         15.1 EFFECTIVE DATE. The Plan shall become effective when adopted by
the Board of Directors. Options may be granted under the Plan at any time on or
after the effective date and before the date fixed herein for termination of the
Plan.

         15.2 DURATION. Unless sooner terminated in accordance with Section l1
hereof, the Plan shall terminate upon the earlier of (i) the tenth anniversary
of the date of its adoption by the Board of Directors or (ii) the date on which
all shares available for issuance under the Plan shall have been issued pursuant
to any Awards or Purchases or the exercise or cancellation of Options and SARs
granted hereunder. If the date of termination is determined under (i) above,
then Plan Benefits outstanding on such date shall continue to have force and
effect in accordance with the provisions of the instruments evidencing such Plan
Benefits.

SECTION 16.  GOVERNING LAW.
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         The Plan and all actions taken thereunder shall be governed by the laws
of the State of Connecticut.