Exhibit 10.9

                               eB2B COMMERCE, INC.
                             2000 STOCK OPTION PLAN
                          (As Amended January 16, 2003)

ARTICLE 1 PURPOSE AND DURATION

1.1. PURPOSE OF THE PLAN. The purpose of the Plan is to promote the success of
the Company by providing incentives to Employees, including officers, whether or
not directors, of the Company that will link their personal interests to the
long-term financial success of the Company and to growth in shareholder value,
and to attract, motivate and retain experienced and knowledgeable independent
directors. The Plan is designed to provide flexibility to the Company in their
ability to motivate, attract, and retain the services of Employees upon whose
judgment, interest, and special effort the successful conduct of their
operations is largely dependent. "Corporation" means eB2B Commerce, Inc., a New
Jersey corporation, and "Company" means the Corporation and, except where
otherwise indicated by the context, its Subsidiaries, collectively. These terms
and other capitalized terms are defined in Article 2.

1.2. DURATION OF THE PLAN. The Plan will commence on April 18, 2000, upon
shareholder approval. The Plan shall remain in effect, subject to the right of
the Board of Directors to terminate the Plan at any time pursuant to Article 12
herein, until all Shares subject to it shall have been purchased or acquired
according to the provisions herein. However, in no event may an Award be granted
under the Plan on or after April 18, 2010, which is the tenth (10th) anniversary
of the effective date of this Plan.

ARTICLE 2. DEFINITIONS AND CONSTRUCTION

2.1. DEFINITIONS. Whenever used in the Plan, the following terms shall have the
meanings set forth below and, when the meaning is intended, the initial letter
of the word is capitalized: (a) "Award" means, individually or collectively, a
grant under this Plan of Incentive Stock Options, Nonqualified Stock Options,
Stock Appreciation Rights, Restricted Stock, Performance Units, or Performance
Shares. (b) "Beneficial Owner" shall have the meaning ascribed to such term in
Rule 13d-3 of the General Rules and Regulations under the Exchange Act. (c)
"Board" or "Board of Directors" means the Board of Directors of the Company. (d)
"Cause" shall mean the occurrence of any one of the following: (i) The willful
and continued failure by a Participant to substantially perform his/her duties
(other than any such failure resulting from the Participant's disability), after
a written demand for substantial performance is delivered to the Participant
that specifically identifies the manner in which the Company, as the case may
be, believes that the Participant has not substantially performed his/her
duties, and the Participant has failed to remedy the situation within ten (10)
business days of receiving such notice; or (ii) the Participant's conviction for
committing a felony or other crime involving breach of trust or fiduciary duty
owed to the Company; or (iii) the willful engaging by the Participant in gross
misconduct materially and demonstrably injurious to the Company. However, no
act, or failure to act, on the Participant's part shall be considered "willful"
unless done, or omitted to be done, by the Participant not in good faith and
without reasonable belief that his/her action or omission was in the best
interest of the Company. (e) "Code" means the Internal Revenue Code of 1986, as
amended from time to time. (f) "Committee" means the committee appointed by the
Board to administer the Plan pursuant to Article 3 herein. (g) "Company" means,
collectively, the Corporation and, except where otherwise indicated by the
context, its Subsidiaries. (h) "Corporation" means eB2B Commerce, Inc., a New
Jersey corporation and its successors hereto as provided in Article 14 herein.
(i) "Covered Employee" means any Participant designated prior to the grant of an
award by the Committee who is or may be a "covered employee" within the meaning
of Section 162(m)(3) of the Code in the year in which such award is taxable to
such Participant. (j) "Employee" means (i) any officer or employee of the
Company (including those employees on a temporary leave of absence by the
Company); or (ii) any person who has received and accepted an offer of
employment from the Company. (k) "Exchange Act" means the Securities Exchange
Act of 1934, as amended from time to time. (l) "Exercise Price" shall mean the
price fixed by the Committee at the date of grant. (m) "Fair Market Value" on
any date means (i) if the stock is listed or admitted to trade on a national
securities exchange, the closing price of the stock on the principal national
securities exchange on which the stock is so listed or admitted to trade, on
such date, or, if there is no trading of the stock on such date, then the
closing price of the stock on the preceding date on which there was trading in
such shares; (ii) if the stock is not listed or admitted to trade on a national
securities exchange, the last price for the stock on such date, as furnished by
the National Association of Securities Dealers, Inc. ("NASD") through NASDAQ or
a similar organization if the NASD is no longer reporting such information;


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(iii) if the stock is not listed or admitted to trade on a national securities
exchange and is not reported on NASDAQ, the mean between the bid and asked price
for the stock on such date, as furnished by the NASD or a similar organization;
or (iv) if the stock is not listed or admitted to trade on a national securities
exchange, is not reported on NASDAQ and if bid and asked prices for the stock
are not furnished by the NASD or a similar organization, the value as
established by the Committee at such time for purposes of this Plan. (n)
"Incentive Stock Option" or "ISO" means an option to purchase Stock, granted
under Article 6 herein, which is designated as an Incentive Stock Option and is
intended to meet the requirements of Section 422 of the Code. (o) "Nonqualified
Stock Option" or "NQSO" means an option to purchase Stock, granted under Article
6 herein, which is not intended to be an Incentive Stock Option. (p) "Option"
means an Incentive Stock Option or a Nonqualified Stock Option. (q) "Other
Eligible Person" shall mean any Outside Director or any individual consultant or
advisor who renders or has rendered bona fide services (other than services in
connection with the offering or sale of securities of the Company in a capital
raising transaction) to the Company, and who is selected to participate in this
Plan by the Committee. A non-employee agent providing bona fide services to the
Company (other than as an eligible advisor or consultant) may also be selected
as an Other Eligible Person if such agent's participation in this Plan would not
adversely affect (i) the Corporation's eligibility to use Form S-8 to register
under the Securities Act of 1933, as amended, the offering of shares issuable
under this Plan by the Company or (ii) the Corporation's compliance with any
other applicable laws. (r) "Outside Director" means any director who qualifies
as an "outside director" as that term is defined in Code Section 162(m) and the
regulations issued thereunder. (s) "Participant" means an Employee or Other
Eligible Person who has been granted an Award under the Plan. (t) "Performance
Share" means an Award, designated as a performance share, granted to a
Participant pursuant to Article 9 herein. (u) "Performance Unit" means an Award,
designated as a performance unit, granted to a Participant pursuant to Article 9
herein. (v) "Period of Restriction" means the period during which the transfer
of Shares of Restricted Stock is restricted, during which the Participant is
subject to a substantial risk of forfeiture, pursuant to Article 8 herein. (w)
"Person" shall have the meaning ascribed to such term in Section 3(a)(9) of the
Exchange Act and used in Sections 13(d) and 14(d) thereof, including a "group"
as defined in Section 13(d) thereof. (x) "Plan" means this 2000 Stock Option
Plan, as amended, of eB2B Commerce, Inc., as herein described and as hereafter
from time to time amended. (y) "Restricted Stock" means an Award of Stock
granted to a Participant pursuant to Article 8 herein. (z) "Rule 16b-3" shall
mean Rule 16b-3 (or any successor rule) under the Exchange Act. (aa)
"Subsidiary" shall mean any corporation of which more than fifty percent (50%)
(by number of votes) of the Voting Stock at the time outstanding is owned,
directly or indirectly, by the Company. (bb) "Stock" or "Shares" means the
common stock of the Company. (cc) "Stock Appreciation Right" or "SAR" means an
Award, designated as a Stock Appreciation Right, granted to a Participant
pursuant to Article 7 herein. (dd) "Voting Stock" shall mean securities of any
class or classes of stock of a corporation, the holders of which are ordinarily,
in the absence of contingencies, entitled to elect a majority of the corporate
directors.

2.2. GENDER AND NUMBER. Except where otherwise indicated by the context, any
masculine term used herein also shall include the feminine, the plural shall
include the singular, and the singular shall include the plural.

2.3. SEVERABILITY. In the event any provision of the Plan shall be held illegal
or invalid for any reason, the illegality or invalidity shall not affect the
remaining parts of the Plan, and the Plan shall be construed and enforced as if
the illegal or invalid provision had not been included.

3. ADMINISTRATION

3.1. THE COMMITTEE. The Plan shall be administered by a Committee of the Board
of Directors consisting of at least two (2) directors who shall be appointed
from time to time by, and shall serve at the discretion of, the Board of
Directors. To the extent required to comply with Rule 16b-3 under the Exchange
Act, each member of the Committee shall qualify as a "disinterested person" as
defined in Rule 16b-3 or any successor definition adopted by the Securities and
Exchange Commission. To the extent required to comply with Code Section 162(m),
each member of the Committee also shall be an Outside Director. Notwithstanding
anything herein to the contrary, the Plan may be administered by the Board, in
which case references in the Plan to the Committee shall be deemed to be
references to the Board.

3.2. AUTHORITY OF THE COMMITTEE. Subject to the provisions of the Plan, the
Committee shall have full power to construe and interpret the Plan; to
establish, amend or waive rules and regulations for its administration; to
accelerate the exercisability of any Award or the end of a performance period or
the termination of any Period of Restriction or any award agreement, or any


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other instrument relating to an Award under the Plan; and (subject to the
provisions of Article 12 herein) to amend the terms and conditions of any
outstanding Option, Stock Appreciation Right or other Award to the extent such
terms and conditions are within the discretion of the Committee as provided in
the Plan. Notwithstanding the foregoing, the Committee shall have no authority
to adjust upwards the amount payable to a Covered Employee with respect to a
particular Award, to take any of the foregoing actions or to take any other
action to the extent that such action or the Committee's ability to take such
action would cause any Award under the Plan to any Covered Employee to fail to
qualify as "performance-based compensation" within the meaning of Code Section
162(m)(4) and the regulations issued thereunder. Also notwithstanding the
foregoing, no action of the Committee (other than pursuant to Section 4.3 hereof
or Section 9.4 hereof) may, without the consent of the person or persons
entitled to exercise any outstanding Option or Stock Appreciation Right or to
receive payment of any other outstanding Award, adversely affect the rights of
such person or persons.

3.3. SELECTION OF PARTICIPANTS. The Committee shall have the authority to grant
Awards under the Plan, from time to time, to such Employees (including officers
and directors who are employees) and Other Eligible Persons as may be selected
by it. The Committee shall select Participants from among those who they have
identified as being Employees or Other Eligible Persons.

3.4. DECISIONS BINDING. All determinations and decisions made by the Committee
pursuant to the provisions of the Plan and all related orders or resolutions of
the Board of Directors shall be final, conclusive and binding on all persons,
including the Company, its stockholders, employees, and Participants and their
estates and beneficiaries, and such determinations and decisions shall not be
reviewable.

3.5. DELEGATION OF CERTAIN RESPONSIBILITIES. The Committee may, in its sole
discretion, delegate to an officer or officers of the Company the administration
of the Plan under this Article 3; provided, however, that no such delegation by
the Committee shall be made with respect to the administration of the Plan as it
affects directors of the Company or officers of the Company and provided further
that the Committee may not delegate its authority to correct errors, omissions
or inconsistencies in the Plan. All authority delegated by the Committee under
this Section 3.5 shall be exercised in accordance with the provisions of the
Plan and any guidelines for the exercise of such authority that may from time to
time be established by the Committee.

3.6. PROCEDURES OF THE COMMITTEE. All determinations of the Committee shall be
made by not less than a majority of its members present at the meeting (in
person or otherwise) at which a quorum is present. A majority of the entire
Committee shall constitute a quorum for the transaction of business. Any action
required or permitted to be taken at a meeting of the Committee may be taken
without a meeting if a unanimous written consent, which sets forth the action,
is signed by each member of the Committee and filed with the minutes for
proceedings of the Committee. Service on the Committee shall constitute service
as a director of the Company so that members of the Committee shall be entitled
to indemnification, limitation of liability and reimbursement of expenses with
respect to their services as members of the Committee to the same extent that
they are entitled under the Company's Articles of Incorporation and New Jersey
law for their services as directors of the Company.

3.7. AWARD AGREEMENTS. Each Award under the Plan shall be evidenced by an award
agreement which shall be signed by an authorized officer of the Company and by
the Participant, and shall contain such terms and conditions as may be approved
by the Committee. Such terms and conditions need not be the same in all cases.

3.8. RULE 16b-3 REQUIREMENTS. Notwithstanding any other provision of the Plan,
the Board or the Committee may impose such conditions on any Award (including,
without limitation, the right of the Board or the Committee to limit the time of
exercise to specified periods) as may be required to satisfy the requirements of
Rule 16b-3. Notwithstanding any other provisions of the Plan, all Awards under
this Plan shall be subject to the following conditions, as and to the extent
required by Rule 16b-3: (i) Except in the case of disability or death, no SAR,
ISO, NQSO or other option granted pursuant to Article 6 shall be exercisable for
at least six (6) months after its grant; and (ii) Except in the case of
disability or death, no Restricted Stock, Performance Unit or Performance Share
(or a Share issued in payment thereof) shall be sold for at least six (6) months
after its acquisition.


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ARTICLE 4. STOCK SUBJECT TO THE PLAN

4.1. NUMBER OF SHARES. Subject to adjustment as provided in Section 4.3 herein,
the aggregate number of Shares that may be delivered under the Plan at any time
shall not exceed EIGHT MILLION (8,000,000) SHARES(1) OF COMMON STOCK OF THE
COMPANY PLUS AN ANNUAL INCREASE TO BE ADDED ON THE FIRST DAY OF THE COMPANY'S
FISCAL YEAR BEGINNING IN 2001 EQUAL TO THE LESSER OF (I) TWO MILLION TWO HUNDRED
AND FIFTY THOUSAND (2,250,000) SHARES, (II) FIVE PERCENT (5%) OF THE OUTSTANDING
SHARES ON SUCH DATE, OR (III) A LESSER AMOUNT DETERMINED BY THE COMMITTEE. No
more than one-half (1/2) of such aggregate number of such Shares shall be issued
as Restricted Stock under Article 8 of the Plan and no more than seven million
(7,000,000) shares shall be issued upon exercise of Incentive Stock Options
under Article 6 of the Plan. Stock delivered under the Plan may consist, in
whole or in part, of authorized and unissued Shares or treasury Shares. The
exercise of a Stock Appreciation Right, whether paid in cash or Stock, shall be
deemed to be an issuance of Stock under the Plan. The payment of Performance
Shares or Performance Units shall not be deemed to constitute an issuance of
Stock under the Plan unless payment is made in Stock, in which case only the
number of Shares issued in payment of the Performance Share or Performance Unit
Award shall constitute an issuance of Stock under the Plan.

4.2. LAPSED AWARDS. If any Award (other than Restricted Stock) granted under
this Plan terminates, expires, or lapses for any reason, any Stock subject to
such Award again shall be available for the grant of an Award under the Plan,
subject to Section 7.2 herein.

4.3. ADJUSTMENTS IN AUTHORIZED SHARES. In the event of any merger,
reorganization, consolidation, recapitalization, separation, liquidation, Stock
dividend, split-up, share combination, or other change in the corporate
structure of the Company affecting the Stock, such adjustment shall be made in
the number and class of shares which may be delivered under the Plan, and in the
number and class of and/or price of shares subject to outstanding Options, Stock
Appreciation Rights, Restricted Stock Awards, Performance Shares, and
Performance Units granted under the Plan, as may be determined to be appropriate
and equitable by the Committee, in its sole discretion, to prevent dilution or
enlargement of rights; and provided that the number of shares subject to any
Award shall always be a whole number. Any adjustment of an Incentive Stock
Option under this paragraph shall be made in such a manner so as not to
constitute a modification within the meaning of Section 425(h)(3) of the Code.

ARTICLE 5. ELIGIBILITY AND PARTICIPATION

5.1. ELIGIBILITY. Persons eligible to participate in this Plan include (i) all
employees of the Company who, in the opinion of the Committee, are Employees,
and (ii) Other Eligible Persons.

5.2. ACTUAL PARTICIPATION. Subject to the provisions of the Plan, the Committee
may from time to time select those Employees and Other Eligible Persons to whom
Awards shall be granted and determine the nature and amount of each Award. No
employee, director, or individual consultant shall have any right to be granted
an Award under this Plan even if previously granted an Award.

ARTICLE 6. STOCK OPTIONS

6.1. GRANT OF OPTIONS. Subject to the terms and provisions of the Plan, Options
may be granted to Employees and Other Eligible Persons at any time and from time
to time as shall be determined by the Committee. The Committee shall have the
sole discretion, subject to the requirements of the Plan, to determine the
actual number of Shares subject to Options granted to any Participant. The
Committee may grant any type of Option to purchase Stock that is permitted by
law at the time of grant including, but not limited to, ISOs and NQSOs. However,
only Employees are eligible to receive ISOs and no employee may receive an Award
of Incentive Stock Options that are first exercisable during any calendar year
to the extent that the aggregate Fair Market Value of the Stock (determined at
the time the options are granted) exceeds one hundred thousand dollars
($100,000). Nothing in this Article 6 shall be deemed to prevent the grant of
NQSOs in excess of the maximum established by Section 422 of the Code. Unless
otherwise expressly provided at the time of grant, Options granted under the
Plan will be NQSOs.

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(1) The increase in the amount of shares issuable pursuant to Section 4.1 hereof
is subject to the Company receiving shareholder approval.


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6.2. OPTION AGREEMENT. Each Option grant shall be evidenced by an Option
agreement that shall specify the type of Option granted, the Option price, the
duration of the Option, the number of Shares to which the Option pertains, and
such other provisions as the Committee shall determine. The Option agreement
shall specify whether the Option is intended to be an Incentive Stock Option
within the meaning of Section 422 of the Code, or a Nonqualified Stock Option
whose grant is not intended to be subject to the provisions of Code Section 422.

6.3. OPTION PRICE. The purchase price per share of Stock covered by an Option
shall be determined by the Committee but, in the case of an ISO, shall not be
less than one hundred percent (100%) of the Fair Market Value of such Stock on
the date the option is granted. An Incentive Stock Option granted to an Employee
who, at the time of grant, owns (within the meaning of Section 424(d) of the
Code) Stock possessing more than ten percent (10%) of the total combined voting
power of all classes of Stock of the Company shall have an exercise price which
is at least one hundred ten percent (110%) of the Fair Market Value of the Stock
subject to the Option.

6.4. DURATION OF OPTIONS. Each Option shall expire at such time as the Committee
shall determine at the time of grant provided, however, that no ISO shall be
exercisable later than the tenth (10th) anniversary date of its grant. An
Incentive Stock Option granted to an employee who, at the time of grant, owns
(within the meaning of Section 424(d) of the Code) Stock possessing more than
ten percent (10%) of the total combined voting power of all classes of Stock of
the Company shall not be exerciseable after the expiration of five (5) years
from the anniversary date of its grant.

6.5. EXERCISE OF OPTIONS. Subject to Section 3.8 herein, Options granted under
the Plan shall be exercisable at such times and be subject to such restrictions
and conditions as the Committee shall in each instance approve, which need not
be the same for all Participants.

6.6. PAYMENT. Options shall be exercised by the delivery of a written notice to
the Company setting forth the number of Shares with respect to which the Option
is to be exercised, accompanied by full payment for the Shares. The Option price
upon exercise of any Option shall be payable to the Company in full either (i)
in cash or its equivalent, or (ii) if so permitted by the Committee (a) through
the delivery (including by attestation of ownership) of shares of Stock which
have been outstanding for at least six (6) months (unless the Committee approves
a shorter period) and which have a fair market value at the time of exercise
equal to the total option price, (b) by foregoing compensation under rules
established by the Committee, (c) by having the Company withhold Shares of
Stock, subject to Section 13.2 hereof, or (d) by delivery of an unconditional
and irrevocable undertaking by a broker to deliver promptly to the Company
sufficient funds to pay the option price and any tax withholding resulting from
such exercise, or (e) by any combination of (i), (ii)(a), (ii)(b), (ii)(c), or
(ii)(d). As soon as practicable, after receipt of written notification and
payment, the Company shall deliver to the Participant Stock certificates in an
appropriate amount based upon the number of Options exercised, issued in the
Participant's name.

6.7. RESTRICTIONS ON STOCK TRANSFERABILITY. The Committee shall impose such
restrictions on any Shares acquired pursuant to the exercise of an Option under
the Plan as it may deem advisable, including, without limitation, restrictions
under applicable Federal securities law, under the requirements of any stock
exchange upon which such Shares are then listed and under any blue sky or state
securities laws applicable to such Shares.

6.8. TERMINATION DUE TO DEATH, DISABILITY, OR RETIREMENT. In the event the
employment of an Employee, or an Outside Director's service on the Board, is
terminated by reason of death, any of such Participant's outstanding Options
that are vested shall be exercisable at any time prior to the expiration date of
the Options or within one (1) year after such date of termination of employment,
whichever period is shorter, by such person or persons as shall have acquired
the Participant's rights under the Option pursuant to Article 10 hereof or by
will or by the laws of descent and distribution. In the event of death of the
Participant, all unvested options will be deemed to have expired. In the event
the employment of an Employee, or an Outside Director's service on the Board, is
terminated by reason of disability (as defined under the then established rules
of the Company, as the case may be), any of such Participant's outstanding
Options shall become immediately exercisable, at any time prior to the
expiration date of the Options after such date of termination of employment. In
the event the employment of a Participant is terminated by reason of retirement,
any of such Participant's vested Options shall be immediately exercisable
(subject to Section 3.8 herein) at any time prior to the expiration date of the
Options. In the event of retirement of the Employee or Outside Director from the
Board, all unvested options will be deemed to have expired. In the case of


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Incentive Stock Options, the favorable tax treatment prescribed under Section
422 of the Internal Revenue Code of l986, as amended, may not be available if
the Options are not exercised within the Code Section 422 prescribed time period
after termination of employment for death, disability, or retirement.

6.9. VOLUNTARY TERMINATION. If the employment of an Employee, or an Outside
Director's service on the Board, shall terminate voluntarily, the Participant
shall have the right to exercise such Participant's vested Options within the
ninety (90) days after the date of his termination, but in no event beyond the
expiration of the term of the Options and only to the extent that the
Participant was entitled to exercise the Options at the date of his termination
of employment. All unvested options will be deemed to have expired. In its sole
discretion, the Committee may extend the ninety (90) days, but, however, in no
event beyond the expiration date of the Option.

6.10. TERMINATION FOR CAUSE. If the employment of the Employee or an Outside
Director's service on the Board, shall terminate for Cause, all of the
Participant's outstanding Options shall be immediately forfeited back to the
Company.

6.11. TERMINATION FOR OTHER REASONS. If the employment of an Employee, or an
Outside Director's service on the Board, shall terminate for any reason other
than death, disability, retirement, voluntarily, or for Cause, the Participant
shall have the right to exercise such Participant's vested Options within the
ninety (90) days after the date of his termination, but in no event beyond the
expiration of the term of the Options and only to the extent that the
Participant was entitled to exercise the Options at the date of his termination.
All unvested options will be deemed to have expired.

6.12. NONTRANSFERABILITY OF OPTIONS. Unless the Committee provides otherwise, no
Option granted under the Plan may be sold, transferred, pledged, assigned, or
otherwise alienated or hypothecated, otherwise than by will or by the laws of
descent and distribution. Further, all Options granted to a Participant under
the Plan shall be exercisable during his lifetime only by such Participant.

ARTICLE 7. STOCK APPRECIATION RIGHTS

7.1. GRANT OF STOCK APPRECIATION RIGHTS. Subject to the terms and conditions of
the Plan, Stock Appreciation Rights may be granted to Participants, at the
discretion of the Committee, in any of the following forms: (a) In lieu of
Options; (b) In addition to Options; (c) Independent of Options; or (d) In any
combination of (a), (b), or (c). The maximum numbers of Shares subject to SARs
granted to any individual Participant in any calendar year shall be one million
(1,000,000) Shares, except that the maximum number of Shares subject to SARs
granted to new Employees and Other Eligible Persons in the Fiscal Year of the
Corporation in which his or her services as a new Employee or Other Eligible
Person first commences shall be one million five hundred thousand (1,500,000)
Shares. Subject to the immediately preceding sentence, the Committee shall have
the sole discretion, subject to the requirements of the Plan, to determine the
actual number of Shares subject to SARs granted to any Participant.

7.2. EXERCISE OF SARS IN LIEU OF OPTIONS. SARs granted in lieu of Options may be
exercised for all or part of the Shares subject to the related Option upon the
surrender of the related Options representing the right to purchase an
equivalent number of Shares. The SAR may be exercised only with respect to the
Shares of Stock for which its related Option is then exercisable. Option Stock
with respect to which the SAR shall have been exercised may not be subject again
to an Award under the Plan. Notwithstanding any other provision of the Plan to
the contrary, with respect to an SAR granted in lieu of an Incentive Stock
Option, (i) the SAR will expire no later than the expiration of the underlying
Incentive Stock Option; (ii) the SAR amount may be for no more than one hundred
percent (100%) of the difference between the exercise price of the underlying
Incentive Stock Option and the Fair Market Value of the Stock subject to the
underlying Incentive Stock Option at the time the SAR is exercised; and (iii)
the SAR may be exercised only when the Fair Market Value of the Stock subject to
the Incentive Stock Option exceeds the exercise price of the Incentive Stock
Option.

7.3. EXERCISE OF SARS IN ADDITION TO OPTIONS. SARs granted in addition to
Options shall be deemed to be exercised upon the exercise of the related
Options. The deemed exercise of SARs granted in addition to Options shall not
necessitate a reduction in the number of related Options.


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7.4. EXERCISE OF SARS INDEPENDENT OF OPTIONS. Subject to Section 3.8 herein and
Section

7.5 herein, SARs granted independently of Options may be exercised upon whatever
terms and conditions the Committee, in its sole discretion, imposes upon the
SARs, including, but not limited to, a corresponding proportional reduction in
previously granted Options.

7.5. PAYMENT OF SAR AMOUNT. Upon exercise of the SAR, the holder shall be
entitled to receive payment of an amount determined by multiplying: (a) The
difference between the Fair Market Value of a Share on the date of exercise over
the Exercise Price; by (b) The number of Shares with respect to which the SAR is
exercised.

7.6. FORM AND TIMING OF PAYMENT. Payment to a Participant, upon SAR exercise,
will be made in cash or stock, at the discretion of the Committee, within ten
(10) calendar days of the exercise.

7.7. TERM OF SAR. The term of an SAR granted under the Plan shall not exceed ten
(10) years.

7.8. TERMINATION. In the event the employment of an Employee, or an Outside
Director's service on the Board, is terminated by reason of death, disability,
retirement, voluntarily, for cause, or any other reason, the exercisability of
any outstanding SAR granted in lieu of or in addition to an Option shall
terminate in the same manner as its related Option as specified under Sections
6.8, 6.9, 6.10, and 6.11 herein. The exercisability of any outstanding SARs
granted independent of Options also shall terminate in the manner provided under
Sections 6.8, 6.9, 6.10, and 6.11 hereof.

7.9. NONTRANSFERABILITY OF SARS. No SAR granted under the Plan may be sold,
transferred, pledged, assigned, or otherwise alienated or hypothecated,
otherwise than by will or by the laws of descent and distribution. Further, all
SARs granted to a Participant under the Plan shall be exercisable during his
lifetime only by such Participant.

ARTICLE 8. RESTRICTED STOCK

8.1. GRANT OF RESTRICTED STOCK. Subject to the terms and provisions of the Plan,
the Committee, at any time and from time to time, may grant Shares of Restricted
Stock under the Plan to such Participants and in such amounts as it shall
determine. In the case of Covered Employees, the Committee may condition the
vesting or lapse of the Period of Restriction established pursuant to Section
8.3 upon the attainment of one or more of the performance goals utilized for
purposes of Performance Units and Performance Shares pursuant to Article 9
hereof. It is contemplated that Restricted Stock grants will be made only in
extraordinary situations of performance, promotion, retention, or recruitment.

8.2. RESTRICTED STOCK AGREEMENT. Each Restricted Stock grant shall be evidenced
by a Restricted Stock Agreement that shall specify the Period of Restriction, or
periods, the number of Shares of Restricted Stock granted, and such other
provisions as the Committee shall determine.

8.3. TRANSFERABILITY. Except as provided in this Article 8 or in Section 3.8
herein, the Shares of Restricted Stock granted hereunder may not be sold,
transferred, pledged, assigned, or otherwise alienated or hypothecated until the
termination of the applicable Period of Restriction or for such period of time
as shall be established by the Committee and as shall be specified in the
Restricted Stock Agreement, or upon earlier satisfaction of other conditions
(including any performance goals) as specified by the Committee in its sole
discretion and set forth in the Restricted Stock Agreement. All rights with
respect to the Restricted Stock granted to a Participant under the Plan shall be
exercisable during his lifetime only by such Participant.

8.4. OTHER RESTRICTIONS. The Committee shall impose such other restrictions on
any Shares of Restricted Stock granted pursuant to the Plan as it may deem
advisable including, without limitation, restrictions under applicable Federal
or state securities laws, and the Committee may legend certificates representing
Restricted Stock to give appropriate notice of such restrictions.

8.5. CERTIFICATE LEGEND. In addition to any legends placed on certificates
pursuant to Section 8.4 herein, each certificate representing Shares of
Restricted Stock granted pursuant to the Plan shall bear the following legend:


                                        7

"The sale or other transfer of the shares of stock represented by this
certificate, whether voluntary, involuntary, or by operation of law, is subject
to certain restrictions on transfer set forth in the 2000 Stock Option Plan, as
amended, of eB2B Commerce, Inc., in the rules and administrative procedures
adopted pursuant to such Plan, and in a Restricted Stock Agreement dated as of
the date of issuance. A copy of the Plan, such rules and procedures, and such
Restricted Stock Agreement may be obtained from the Chief Financial Officer of
eB2B Commerce, Inc."

8.6. REMOVAL OF RESTRICTIONS. Except as otherwise provided in this Article, and
subject to applicable securities laws, Shares of Restricted Stock covered by
each Restricted Stock grant made under the Plan shall become freely transferable
by the Participant after the last day of the Period of Restriction. Once the
Shares are released from the restrictions, the Participant shall be entitled to
have the legend required by Section 8.4 or Section 8.5 removed from his Stock
certificate.

8.7. VOTING RIGHTS. During the Period of Restriction, Participants holding
Shares of Restricted Stock granted hereunder may exercise full voting rights
with respect to those Shares.

8.8. DIVIDENDS AND OTHER DISTRIBUTIONS. During the Period of Restriction,
Participants holding Shares of Restricted Stock granted hereunder shall be
entitled to receive all dividends and other distributions paid with respect to
those Shares while they are so held. If any such dividends or distributions are
paid in Shares, the Shares shall be subject to the same restrictions on
transferability as the Shares of Restricted Stock with respect to which they
were paid.

8.9. TERMINATION DUE TO RETIREMENT. In the event that the employment of an
Employee, or an Outside Director's service on the Board, is terminated due to
retirement, any remaining Period of Restriction applicable to the Restricted
Stock pursuant to Section 8.3 hereof shall automatically terminate and, except
as otherwise provided in Section 8.4, Section 8.5, or Section 3.8 hereof, the
Shares of Restricted Stock shall thereby be free of restrictions and be freely
transferable. In the event that an Employee terminates his employment with the
Company because of early retirement (as defined under the then established rules
of the Company, as the case may be), the Committee in its sole discretion
(subject to Section 3.8 herein) may waive the restrictions remaining on any or
all Shares of Restricted Stock pursuant to Section 8.3 herein and add such new
restrictions to those Shares of Restricted Stock as it deems appropriate.

8.10. TERMINATION DUE TO DEATH OR DISABILITY. In the event that the employment
of an Employee, or an Outside Director's service on the Board, is terminated
because of death or disability (as defined under the then established rules of
the Company, as the case may be) during the Period of Restriction, any remaining
Period of Restriction applicable to the Restricted Stock pursuant to Section 8.3
herein shall automatically terminate and, except as otherwise provided in
Section 8.4. herein, the shares of Restricted Stock shall thereby be free of
restrictions and be fully transferable.

8.11. TERMINATION FOR OTHER REASONS. In the event that the employment of an
Employee, or an Outside Director's service on the Board, is terminated for any
reason other than for death, disability, or retirement, as set forth in Sections
8.9 and 8.10 herein, during the Period of Restriction, then any shares of
Restricted Stock still subject to restrictions as of the date of such
termination shall automatically be forfeited and returned to the Company;
provided, however, that in the event of an involuntary termination of the
employment of an Employee, or an Outside Director's service on the Board, by the
Company other than for Cause, the Committee, in its sole discretion (subject to
Section 3.8 herein), may waive the automatic forfeiture of any or all such
Shares and may add such new restrictions to such Shares of Restricted Stock as
it deems appropriate.

ARTICLE 9. PERFORMANCE UNITS AND PERFORMANCE SHARES

9.1. GRANT OF PERFORMANCE UNITS OR PERFORMANCE SHARES. Subject to the terms and
provisions of the Plan, Performance Units or Performance Shares may be granted
to Participants at any time and from time to time as shall be determined by the
Committee. The Committee shall have complete discretion in determining the
number of Performance Units or Performance Shares granted to each Participant.

9.2. VALUE OF PERFORMANCE UNITS AND PERFORMANCE SHARES. The Committee shall set
performance goals over certain periods to be determined in advance by the
Committee ("Performance Periods"). Prior to each grant of Performance Units or


                                        8

Performance Shares, the Committee shall establish an initial value for each
Performance Unit and an initial number of Shares for each Performance Share
granted to each Participant for that Performance Period. Prior to each grant of
Performance Units or Performance Shares, the Committee also shall set the
performance goals that will be used to determine the extent to which the
Participant receives a payment of the value of the Performance Units or number
of Shares for the Performance Shares awarded for such Performance Period. These
goals will be based on the attainment, by the Company, of certain objective
performance measures, which includes, but is not limited to one or more of the
following: total shareholder return, return on equity, return on capital,
earnings per share, market share, stock price, sales, costs, net income, cash
flow, and retained earnings. Such performance goals also may be based upon the
attainment of specified levels of performance of the Company under one or more
of the measures described above relative to the performance of other
corporations. With respect to each such performance measure utilized during a
Performance Period, the Committee shall assign percentages to various levels of
performance which shall be applied to determine the extent to which the
Participant shall receive a payout of the values of Performance Units and number
of Performance Shares awarded. With respect to Covered Employees, all
performance goals shall be objective performance goals satisfying the
requirements for "performance-based compensation" within the meaning of Section
162(m)(4) of the Code, and shall be set by the Committee within the time period
prescribed by Section 162(m) of the Code and related regulations.

9.3. PAYMENT OF PERFORMANCE UNITS AND PERFORMANCE SHARES. After a Performance
Period has ended, the holder of a Performance Unit or Performance Share shall be
entitled to receive the value thereof as determined by the Committee. The
Committee shall make this determination by first determining the extent to which
the performance goals set pursuant to Section 9.2 have been met. It will then
determine the applicable percentage (which may exceed one hundred percent
(100%)) to be applied to, and will apply such percentage to, the value of
Performance Units or number of Performance Shares to determine the payout to be
received by the Participant. In addition, with respect to Performance Units and
Performance Shares granted to any Covered Employee, no payout shall be made
hereunder except upon written certification by the Committee that the applicable
performance goal or goals have been satisfied to a particular extent. The
maximum amount payable in cash to any Covered Employee with respect to any
Performance Period pursuant to any Performance Unit or Performance Share award
shall be five hundred thousand dollars ($500,000), and the maximum number of
Shares that may be issued to any Covered Employee with respect to any
Performance Period pursuant to any Performance Unit or Performance Share award
is two hundred and fifty thousand (250,000) (subject to adjustment as provided
in Section 4.3).

9.4. COMMITTEE DISCRETION TO ADJUST AWARDS. Subject to Section 3.2 regarding
Awards to Covered Employees, the Committee shall have the authority to modify,
amend or adjust the terms and conditions of any Performance Unit award or
Performance Share award, at any time or from time to time, including but not
limited to the performance goals.

9.5. FORM AND TIMING OF PAYMENT. The payment described in Section 9.3 herein
shall be made in cash, Stock, or a combination thereof as determined by the
Committee. Payment may be made in a lump sum or installments as prescribed by
the Committee. If any payment is to be made on a deferred basis, the Committee
may provide for the payment of dividend equivalents or interest during the
deferral period. Any stock issued in payment of a Performance Unit or
Performance Share shall be subject to the restrictions on transfer in Section
3.8 herein.

9.6. TERMINATION OF EMPLOYMENT DUE TO DEATH, DISABILITY, OR RETIREMENT. In the
case of death, disability, or retirement (each of disability and retirement as
defined under the established rules of the Company, as the case may be), the
holder of a Performance Unit or Performance Share shall receive a prorated
payment based on the Participant's number of full months of service during the
Performance Period, further adjusted based on the achievement of the performance
goals during the entire Performance Period, as computed by the Committee.
Payment shall be made at the time payments are made to Participants who did not
terminate service during the Performance Period.

9.7. TERMINATION FOR OTHER REASONS. In the event that the employment of an
Employee, or an Outside Director is terminated for any reason other than death,
disability, or retirement, all Performance Units and Performance Shares shall be
forfeited; provided, however, that in the event of an involuntary termination of
the employment of an Employee or an Outside Director's service on the Board, is
by the Company other than for Cause, the Committee in its sole discretion may
waive the automatic forfeiture provisions and pay out on a prorata basis.


                                        9

9.8. NONTRANSFERABILITY. No Performance Units or Performance Shares granted
under the Plan may be sold, transferred, pledged, assigned, or otherwise
alienated or hypothecated, otherwise than by will or by the laws of descent and
distribution until the termination of the applicable Performance Period. All
rights with respect to Performance Units and Performance Shares granted to a
Participant under the Plan shall be exercisable during his lifetime only by such
Participant.

ARTICLE 10. BENEFICIARY DESIGNATION

Each Participant under the Plan may, from time to time, name any beneficiary or
beneficiaries (who may be named contingently or successively and who may include
a trustee under a will or living trust) to whom any benefit under the Plan is to
be paid in case of his death before he receives any or all of such benefit. Each
designation will revoke all prior designations by the same Participant, shall be
in a form prescribed by the Committee, and will be effective only when filed by
the Participant in writing with the Committee during his lifetime. In the
absence of any such designation or if all designated beneficiaries predecease
the Participant, benefits remaining unpaid at the Participant's death shall be
paid to the Participant's estate.

ARTICLE 11. RIGHTS OF EMPLOYEES AND OUTSIDE DIRECTORS

11.1. EMPLOYMENT. Nothing in the Plan shall interfere with or limit in any way
the right of the Company to terminate any Employee's employment at any time, nor
confer upon any Employee any right to continue in the employ of the Company.

11.2. PARTICIPATION. No Employee or Outside Director shall have a right to be
selected as a Participant, or, having been so selected, to be selected again as
a Participant.

11.3. NO IMPLIED RIGHTS; RIGHTS ON TERMINATION OF SERVICE. Neither the
establishment of the Plan nor any amendment thereof shall be construed as giving
any Participant, beneficiary, or any other person any legal or equitable right
unless such right shall be specifically provided for in the Plan or conferred by
specific action of the Committee in accordance with the terms and provisions of
the Plan. Except as expressly provided in this Plan, neither the Company shall
be required or be liable to make any payment under the Plan, and to the extent
that any Participant's service, namely an individual consultant, is terminated
under circumstances not provided for under the Plan, the termination provisions
for such Awards will be stipulated in the Participant's award agreement under
Section 3.7 herein.

11.4. NO RIGHT TO COMPANY ASSETS. Neither the Participant nor any other person
shall acquire, by reason of the Plan, any right in or title to any assets, funds
or property of the Company whatsoever including, without limiting the generality
of the foregoing, any specific funds, assets, or other property which the
Company, in its sole discretion, may set aside in anticipation of a liability
hereunder. Any benefits which become payable hereunder shall be paid from the
general assets of the Company. The Participant shall have only a contractual
right to the amounts, if any, payable hereunder unsecured by any asset of the
Company. Nothing contained in the Plan constitutes a guarantee by the Company
that the assets of the Company shall be sufficient to pay any benefit to any
person.

ARTICLE 12. AMENDMENT, MODIFICATION, AND TERMINATION

12.1. AMENDMENT, MODIFICATION, AND TERMINATION. At any time and from time to
time, the Board may terminate, amend, or modify the Plan. However, without the
approval of the stockholders of the Company if required by the Code, by the
insider trading rules of Section 16 of the Exchange Act, by any national
securities exchange or system on which the Stock is then listed or reported, or
by any regulatory body having jurisdiction with respect hereto, no such
termination, amendment, or modification may: (a) Increase the total amount of
Stock which may be issued under this plan, except as provided in Section 4.3
herein; or (b) Change the class of Employees eligible to participate in the
Plan; or (c) Materially increase the cost of the Plan or materially increase the
benefits to Participants; or (d) Extend the maximum period after the date of
grant during which Options or Stock Appreciation Rights may be exercised.

12.2. AWARDS PREVIOUSLY GRANTED. No termination, amendment or modification of
the Plan other than pursuant to Section 4.3 hereof shall in any manner adversely
affect any Award theretofore granted under the Plan, without the written consent
of the Participant.


                                       10

ARTICLE 13. WITHHOLDING

13.1. TAX WITHHOLDING. The Company shall have the power and the right to deduct
or withhold, or require a Participant to remit to the Company, an applicable
amount sufficient to satisfy Federal, state and local taxes (including the
Participant's FICA obligation) required by law to be withheld with respect to
any grant, exercise, or payment made under or as a result of this Plan.

13.2. STOCK DELIVERY OR WITHHOLDING. With respect to withholding required upon
the exercise of Nonqualified Stock Options, or upon the lapse of restrictions on
Restricted Stock, Participants may elect, subject to the approval of the
Committee, to satisfy the withholding requirement, in whole or in part, by
tendering to the Company shares of previously acquired Stock or by having the
Company withhold Shares of Stock (cashless exercise), in each such case in an
amount having a Fair Market Value equal to the amount required to be withheld to
satisfy the minimum tax withholding obligations described in Section 13.1. The
value of the Shares to be tendered or withheld is to be based on the Fair Market
Value of the Stock on the date that the amount of tax to be withheld is to be
determined. All Stock withholding elections shall be irrevocable and made in
writing, signed by the Participant on forms approved by the Committee in advance
of the day that the transaction becomes taxable. Stock withholding elections
made by Participants who are subject to the short-swing profit restrictions of
Section 16 of the Exchange Act must comply with the additional restrictions of
Section 16 and Rule 16b-3 in making their elections.

ARTICLE 14. SUCCESSORS

All obligations of the Company under the Plan, with respect to Awards granted
hereunder, shall be binding on any successor to the Company, whether the
existence of such successor is the result of a direct or indirect purchase,
merger, consolidation or otherwise, of all or substantially all of the business
and/or assets of the Company.

ARTICLE 15. REQUIREMENTS OF LAW

15.1. REQUIREMENTS OF LAW. The granting of Awards and the issuance of Shares of
Stock under this Plan shall be subject to all applicable laws, rules, and
regulations, and to such approvals by any governmental agencies or national
securities exchanges as may be required.

15.2. GOVERNING LAW. The Plan, and all agreements hereunder, shall be construed
in accordance with and governed by the laws of the State of New Jersey.