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                                                                 Exhibit 10.9

                            CYTATION.COM INCORPORATED
                             1999 STOCK OPTION PLAN


         1. NAME AND PURPOSE. This Plan shall be known as the Cytation.com
Incorporated 1999 Stock Option Plan (the "Plan"). The purpose of the
Plan is to advance the interests and increase the value of Cytation.com
Incorporated (the "Company") by providing material incentive for the continued
services of key and valuable employees. Awards under the Plan shall be granted
in the form of incentive stock options within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended ("ISOs") or non-qualified stock
options.

         2. DEFINITIONS. For purposes of this Plan, the following terms shall
have the meanings set forth below:

         "ACCELERATION EVENT" means (i) a Change in Control, (ii) a change in
the composition of the Board during any period of two consecutive years such
that individuals who at the beginning of the period were members of the Board
cease for any reason to constitute at least a majority thereof, unless the
election or nomination for election by the Company's stockholders was approved
by a vote of at least two-thirds of the directors then still in office who were
directors at the beginning of the period, or (iii) a complete liquidation of the
Company.

         "ADMINISTRATOR" means the Board, or the Compensation Committee of the
Board or such other person(s) to whom the Board has delegated the responsibility
of administering the Plan.

         "BOARD" means the Board of Directors of the Company.

         "CAUSE" means, (i) in the case of any Optionee whose employment with
the Company is governed by an employment agreement, the meaning given to such
term in such employment agreement, and (ii) for all other Optionees, as
determined in good faith by the Administrator, (1) gross negligence in the
performance of any of material duties and responsibilities; (2) willful
dishonesty, fraud or material misconduct with respect to the business or affairs
of the Company, (3) the conviction of a felony crime; (4) chronic absenteeism,
or (5) chronic alcohol abuse or illegal drug abuse.

         "CHANGE IN CONTROL" means (i) a consolidation or merger of the Company
with or into any other corporation, or any other entity or person, other than a
wholly-owned subsidiary of the Company, excluding any transaction in which the
stockholders of the Company immediately prior to the transaction will maintain
voting control or own at least 50% (in each case, in substantially the same
proportion as before such event) of the resulting entity after the transaction;
(ii) any corporate reorganization, including an exchange offer, in which the
Company shall not be the continuing or surviving entity resulting from such
reorganization, excluding any transaction in which the stockholders of the
Company immediately prior to the transaction will maintain voting control or own
at least 50% (in each case, in substantially the


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same proportion as before such event) of the resulting entity after the
transaction; or (iii) the sale of a substantial portion of the Company's assets,
which shall be deemed to occur on the date that any one person, or more than one
person acting as a group, acquires (or has acquired during the 12 month period
ending on the date of the most recent acquisition by such person or persons)
assets from the Company that have a total fair market value equal to more than
75% of the total fair market value of all the assets of the Company.

         "COMMON SHARES" means shares of the Company's common stock, $.001 par
value, reserved for issuance under the Plan.

         "EFFECTIVE DATE" means May 7, 1999.

         "FAIR MARKET VALUE" means, for any given day, the closing bid for the
Common Shares on such day.

         "OPTIONEE" means an eligible employee or other person who performs
services for the Company that is granted an option pursuant to the Plan.

         3. ADMINISTRATION. The Plan shall be administered by the Administrator.
The Administrator may establish, subject to the provisions of the Plan, such
rules and regulations as it deems necessary for the proper administration of the
Plan, and make such determinations and take such action in connection therewith
or in relation to the Plan as it deems necessary or advisable, consistent with
the Plan.

         4. ELIGIBILITY. Officers and key employees of the Company and its
affiliates shall be eligible to participate in the Plan as determined by the
Administrator.

         5. SHARES SUBJECT TO THE PLAN.

         (a) The Common Shares to be issued and delivered by the Company upon
exercise of options granted under the Plan may be either authorized but unissued
shares or treasury shares.

         (b) The aggregate number of Common Shares of the Company which may be
issued under the Plan shall not exceed 1,550,000 shares, all or any portion of
which may be ISOs; subject, however, to the adjustment provided in Section 9 in
the event of certain changes in the Company's capital structure. No option may
be granted under this Plan which could cause such maximum limit to be exceeded.

         (c) Common Shares covered by an option which is no longer exercisable
with respect to such shares shall again be available for issuance under this
Plan.


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         6. GRANT OF OPTIONS. The Administrator may from time to time, in its
discretion and subject to the provisions of the Plan, grant options to eligible
employees or other persons who perform services for the Company, provided
however, that any grant of an ISO prior to the approval of the Plan by the
Company's stockholders shall be conditioned on and subject to stockholder
approval of the Plan. Each option shall be embodied in an option agreement
signed by the Optionee and the Company providing that the option shall be
subject to the provisions of this Plan and containing such other provisions as
the Administrator may prescribe not inconsistent with the Plan. The option
agreement shall specify whether the option is a non-qualified option or an ISO.
No ISO may be granted subsequent to August 31, 2009. Subject to adjustment as
provided in Section 9, in any fiscal year of the Company, the aggregate number
of Common Shares as to which options may be granted to any one participant shall
not exceed 750,000 shares.

         7. TERMS AND CONDITIONS OF OPTION. All options granted under the Plan
shall contain such terms and conditions as the Administrator may from time to
time determine, subject to the foregoing and following limitations and
requirements:

         (a) OPTION PRICE: The price of Common Shares covered by any option
granted under the Plan shall be determined by the Administrator provided,
however, that in the case of an ISO the option price shall not be less than 100%
of the Fair Market Value of the Common Shares on the date of grant.

         (b) PERIOD WITHIN WHICH OPTION MAY BE EXERCISED: The period of each
option shall be fixed by the Administrator, but no option may be exercised after
the expiration of ten years from the date the option is granted. The
Administrator may, in its discretion, determine as a condition of any option,
that all or a stated percentage of the Common Shares covered by such option
shall become exercisable, in installments or otherwise, only after the
completion of a specified service requirement by the Optionee or the achievement
of certain performance criteria. In addition, the Administrator may impose such
other restrictions and conditions on the exercisability of options as the
Administrator, in its discretion, may approve. Notwithstanding the foregoing,
and except as otherwise provided in Section 9(iv) hereof, all options shall
become immediately exercisable in full upon an Acceleration Event.

         (c) 10% STOCKHOLDER: Notwithstanding any other provision of this Plan,
the price per Common Share covered by an ISO granted to an Optionee who, at the
time such option is granted, owns shares possessing more than 10% of the total
combined voting power of all classes of shares of the Company or its
subsidiaries shall be at least 110% of the Fair Market Value of the Common
Shares subject to the option. In addition, any such option may not be exercised
after the expiration of five years from the date the ISO is granted.

         (d) GRANT LIMITATION: The aggregate Fair Market Value of Common Shares
with respect to which ISOs are exercisable for the first time by any Optionee
during any calendar year (determined at the time the option is granted) shall
not exceed $100,000.

         (e) TERMINATION OF OPTION BY REASON OF TERMINATION OF EMPLOYMENT:
Unless the Administrator in its discretion determines otherwise, if an
Optionee's employment (or


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contractual relationship, which shall hereafter be referred to as employment)
with the Company terminates for any reason, including death or disability
(within the meaning of Section 22(e)(3) of the Internal Revenue Code), any
portion of options granted under this Plan to such Optionee which are not
exercisable by reason of Section 7(b) hereof shall terminate immediately. Any
remaining portion of such options shall terminate if not exercised within the
period provided for in the option agreement.

         Notwithstanding the foregoing, if an Optionee's employment is
terminated for Cause, all outstanding options held by such Optionee, whether
vested or unvested, shall terminate immediately.

         (f) NON-TRANSFERABILITY: Each option and all rights thereunder shall be
exercisable during the Optionee's lifetime only by him and shall be
non-assignable and non-transferable by the Optionee except, in the event of the
Optionee's death, by his will or by the laws of descent and distribution. In the
event the death of an Optionee occurs, the representative or representatives of
the estate, or the person or persons who acquired (by bequest or inheritance)
the rights to exercise the options may exercise such options in whole or in part
prior to the expiration of the applicable exercise period, as specified in
Section 7(e) above.

         (g) COMPLIANCE WITH SECURITIES LAWS: Options granted and shares issued
by the Company upon exercise of options shall be granted and issued only in full
compliance with all applicable securities laws, including laws, rules and
regulations of the Securities and Exchange Commission and applicable state Blue
Sky Laws. With respect thereto, the Administrator may impose such conditions on
transfer, restrictions and limitations as it may deem necessary and appropriate
to assure compliance with such applicable securities laws.

         (h) MODIFICATION OR CANCELLATION OF OPTION: The Administrator shall
have the authority to effect, at any time and from time to time, with the
consent of the affected Optionee or Optionees, the modification of the terms of
any option agreement (subject to the limitations hereof), including, but not
limited to, the acceleration of any vesting or exercisability requirements upon
the occurrence of a change in control or otherwise.

         (i) DISPOSITION OF SHARES: No option granted under this Plan shall
qualify as an ISO within the meaning of Section 422 of the Internal Revenue Code
of 1986, as amended, if the Common Shares acquired pursuant to the exercise of
the option are transferred, other than by will or by the laws of descent and
distribution, within two years of the date such option was granted or within one
year after the transfer of Common Shares to the Optionee pursuant to such
exercise.

         8. METHOD OF EXERCISE. An option granted under this Plan may be
exercised by written notice to the Administrator, signed by the Optionee, or by
such other person as is entitled to exercise such option. The notice of exercise
shall state the number of Common Shares in respect of which the option is being
exercised, and shall either be accompanied by the payment of the full option
price for such Common Shares, or shall fix a date (not more than ten business
days from the date of such notice) for the payment of the full option price of
the Common Shares being purchased. The purchase price may be paid (i) in cash,
(ii) subject to the approval of the


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Administrator, the delivery to the Company of Common Shares already owned by the
Optionee (which shall be valued for this purpose at the Fair Market Value on the
day immediately preceding the date of transfer to the Company), or (iii) any
combination of the above. A certificate or certificates for the Common Shares of
the Company purchased through the exercise of an option shall be issued in
regular course after the exercise of the option and payment therefore. During
the option period no person entitled to exercise any option granted under this
Plan shall have any of the rights or privileges of a stockholder with respect to
any Common Shares issuable upon exercise of such option until certificates
representing such Common Shares shall have been issued and delivered.

         9. CHANGES IN THE COMPANY'S CAPITAL STRUCTURE.

         (a) The existence of outstanding options shall not affect in any way
the right or ability of the Company or its stockholders to make or authorize any
or all adjustments, recapitalizations, reorganizations or other changes in the
Company's capital structure or its business, or any merger or consolidation of
the Company, or any issue of bonds, debentures, preferred or prior preference
stock ahead of or affecting the Common Shares or the rights hereof, or the
dissolution or liquidation of the Company, or any sale or transfer of all or any
part of its assets or business or substantially all of the outstanding stock of
the Company, or any other corporate act or proceeding, whether of a similar
character or otherwise.

         (b) If the Company shall effect a subdivision, consolidation or
reclassification of shares or other capital readjustment or recapitalization,
the payment of a stock dividend, or other increase or reduction in the number of
voting shares outstanding, without receiving compensation therefor in money,
services or property, then the number, class, and per share price of Common
Shares shall be appropriately adjusted in such a manner as to entitle an
Optionee to receive upon exercise of an option, for the same aggregate cash
consideration, the same total number and class of shares as he would have
received as a result of the event requiring the adjustment.

         (c) Except as hereinbefore expressly provided, the issue by the Company
of shares of stock of any class, for cash or property, or for labor or services,
either upon direct sale or upon the exercise of rights or warrants to subscribe
therefor, or upon conversion of shares or obligations of the Company convertible
into such shares or other securities, shall not affect, and no adjustment by
reason thereof shall be made with respect to, the number or price of Common
Shares then subject to outstanding options.

         (d) In the event of a Change in Control, except as otherwise provided
below, all options outstanding under the Plan shall accelerate and become
immediately exercisable for a period of fifteen days, or such longer or shorter
period as the Board may prescribe, (the "notice period") immediately prior to
the scheduled consummation of such Change in Control, provided, however, that
any such acceleration and any exercise of options during the notice period shall
be (i) conditioned upon the consummation of the Change in Control and (ii)
effective only immediately before the consummation of such Change in Control.


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         Upon consummation of any such event, the Plan and all outstanding but
unexercised options shall terminate. Notwithstanding the foregoing, to the
extent provision is made in writing in connection with such Change in Control
for the continuation of the Plan and the assumption of options under the Plan
theretofore granted, or for the substitution for such options of new options
covering the stock of a successor company, or a parent or subsidiary thereof,
with appropriate adjustments as to the number and kinds of shares or units and
exercise prices, then the Plan and options theretofore granted shall continue in
the manner and under the terms so provided, and the acceleration and termination
provisions set forth in the first two sentences of this Section 9(d) shall be of
no effect. The Company shall send written notice of a Change in Control to all
individuals who hold options not later than the time at which the Company gives
notice thereof to its stockholders.

         10. AMENDMENT OR TERMINATION. The Administrator may terminate this Plan
at any time, and may amend the Plan at any time or from time to time; provided,
however, that any amendment that would increase the aggregate number of shares
that may be issued under the Plan, materially increase the benefits accruing to
employees under the Plan, or materially modify the requirements as to
eligibility for participation in the Plan shall be subject to the approval of
the Company's stockholders to the extent required by Internal Revenue Code
Section 422, other applicable laws or any other governing rules or regulations
except that such increase or modification that may result from adjustments
authorized by Section 9 does not require such approval. If the Plan is
terminated, any unexercised option shall continue to be exercisable in
accordance with its terms, except as provided in Section 9 above.

         11. COMPANY RESPONSIBILITY. All expenses of this Plan, including the
cost of maintaining records, shall be borne by the Company. The Company shall
have no responsibility or liability (other than under applicable Securities
Acts) for any act or thing done or left undone with respect to the price, time,
quantity, or other conditions and circumstances of the purchase of the Common
Shares under the terms of the Plan, so long as the Company acts in good faith.

         12. TAX WITHHOLDING. Any grant of an option hereunder shall provide as
determined by the Administrator for appropriate arrangements for the
satisfaction by the Company and the Optionee of all federal, state, local or
other income excise or employment taxes or tax withholding requirements
applicable to the exercise of the option or the later disposition of the Common
Shares thereby acquired and all such additional taxes or amounts as determined
by the Administrator in its discretion, including, without limitation, the right
of the Company or any subsidiary thereof to receive transfers of Common Shares
or other property from the Optionee or to deduct or withhold in the form of
Common Shares from any transfer to an Optionee, in such amount or amounts deemed
required or appropriate by the Administrator in its sole and absolute
discretion.

         13. IMPLIED CONSENT. Every Optionee, by the acceptance of an option
under this Plan shall be deemed to have consented to be bound, on his own behalf
and on behalf of his heirs, assigns, and legal representatives, by all of the
terms and conditions of this Plan.


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         14. NO EFFECT ON EMPLOYMENT STATUS. The fact that an employee or any
other person has been granted an option under this Plan shall not limit or
otherwise qualify the right of the Company to terminate his employment at any
time.

         15. DELAWARE LAW TO GOVERN. This Plan shall be construed and
administered in accordance with and governed by the laws of the State of
Delaware.


        IN WITNESS WHEREOF, the Company has caused this 1999 Stock Option Plan
to be executed by its duly authorized officer as of this 7th day of May, 1999.


                                        CYTATION.COM INCORPORATED



                                        By: /s/ Richard Fisher
                                            ------------------
                                        Title: Chairman





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