EXHIBIT 10.10

                                 SANDATA, INC.

                        2000 RESTRICTED STOCK GRANT PLAN

     1. Purpose. The Sandata, Inc. 2000 Restricted Stock Grant Plan (the "Plan")
is intended to advance the  interests of Sandata,  Inc., a Delaware  corporation
(the "Company"),  by encouraging and enabling eligible  employees,  non-employee
Directors,  consultants and advisors, upon whose judgment, initiative and effort
the Company is largely dependent for the successful conduct of its business,  to
acquire and retain a  proprietary  interest in the Company by  ownership  of its
stock.

     2.  Definitions.  For purposes of the Plan, the following  terms shall have
the indicated meanings unless the context clearly indicates otherwise:

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

     "Cause" means termination of the Participant's  employment or consulting or
advisory  relationship by the Company because of (A) conviction of, or a plea of
nolo  contendere  to, a felony,  or another  serious  crime which  results or is
likely to result in material injury to the Company; (B) breach of fiduciary duty
involving  personal  profit;  (C)  continued  and  habitual  neglect  to perform
material  stated  duties;  or  (D)  material  breach  of  any  provision  of any
employment,  consulting or advisory  agreement  between the  Participant and the
Company or any subsidiary thereof.

     "CEO"  means the Chief  Executive  Officer of the Company as of the Initial
Adoption Date.

     "Chairman" means the Chairman of the Board as of the Initial Adoption Date.

     "Code" means the Internal  Revenue Code of 1986,  as it may be amended from
time to time.

     "Committee" means the committee designated in Section 3 below to administer
the Plan.

     "Common Stock" means the Company's Common Stock, par value $.001 per share.

     "Change in  Control" of the Company  shall be deemed to have  occurred  (A)
when either the CEO or Chairman is either removed as a director or not nominated
by the Board for  re-election  as a  director  of the  Company;  or (B) when any
nominee for  election as a director of the Company  contained  in the  Company's
Proxy Statement sent to shareholders in connection with the Board's solicitation
of proxies to be voted at any annual meeting of  shareholders  is not so elected
by the  shareholders,  except where the person elected instead of the nominee is
acceptable  to the CEO and  Chairman;  or (C) upon any person or entity  gaining
ownership,  directly  or  indirectly,  of  securities  that,  in the  aggregate,
represent  more  than  thirty-five  percent  (35%)  of the  voting  power of the
Company's  outstanding  securities  (whether or not such  securities are in fact
voted);  or (D) upon the sale or  disposition  of fifty percent (50%) or more of
the  voting  securities  of  any  of  the  Company's   subsidiaries  or  all  or
substantially  all of the assets of any such subsidiary,  except where such sale
or  disposition  was  approved  by the  CEO;  or (E)  upon  the  termination  of
employment  by the Company  other than for Cause,  or the  Resignation  for Good
Reason of, the CEO or Chairman.

     "Exchange  Act" means the  Securities  Exchange  Act of 1934,  as it may be
amended from time to time.

     "Grant" means a grant of Shares,  whether or not restricted,  pursuant to a
written instrument that awards Shares to a Participant pursuant to the Plan.

     "Initial Adoption Date" means September 1, 2000.

     "Parent"  means a parent  corporation  of the Company as defined in section
424(e) of the Code.

     "Participants"  means  the  employees  and  non-employee  Directors  of, or
consultants  and  advisors  to,  either the Company or any Parent or  Subsidiary
corporation of the Company; provided, however, the term "Participants" shall not
include any such consultant or advisor unless (i) the consultant or advisor is a
natural person (or an entity  wholly-owned  by the consultant or advisor),  (ii)
bona fide services have been or are to be rendered by such consultant or advisor
and  (iii)  such  services  are not in  connection  with  the  offer  or sale of
securities in a capital  raising  transaction  and do not directly or indirectly
promote or maintain a market for the Company's securities.  For purposes hereof,
a  non-employee  to whom an  offer of  employment  has  been  extended  shall be
considered an employee.

     "Permanent  Disability" means such mental or physical illness or incapacity
as shall  result in the  Participant  being  unable to  render  services  to the
Company,  its Parents or its Subsidiaries for a continuous period of twelve (12)
months.

     "Plan" means this Sandata, Inc. 2000 Restricted Stock Grant Plan.

     "Resignation  for  Good  Reason"  means  a  resignation  of  employment  or
consulting or advisory  services  following the failure by the Company to comply
with any material provision of any employment,  consulting or advisory agreement
with the Company or any  subsidiary  thereof,  which  failure was not cured with
thirty  (30) days  after a notice of  noncompliance  was given by the  employee,
consultant or advisor to the Company.

     "Shares"  means shares of Common  Stock which are granted to a  Participant
pursuant to a Grant under the Plan.

     "Standard  Restrictions" means those restrictions set forth in Section 8(b)
hereof.

     "Subsidiary" means a subsidiary  corporation of the Company,  as defined in
Section 424(f) of the Code.

     3.  Administration of the Plan. The Plan shall be administered by the Board
or a committee (the "Committee")  composed of not less than one (1) person.  The
Committee  shall  report all action  taken by it to the Board which shall review
and ratify or approve  those actions which are required by law to be so reviewed
and  ratified or approved by the Board.  The Board or the  Committee  shall have
full and final  authority in its  discretion,  subject to the  provisions of the
Plan, (a) to determine the Participants, the time or times at which Grants shall
be made and the number of Shares so granted;  (b) to construe and  interpret the
Plan; (c) to determine the terms,  restrictions and provisions of the respective
Grants,  which  need  not  be  identical,  including,  but  without  limitation,
restrictions  on Shares granted and the amount and terms of the purchase  price,
if any, of Shares granted; and (d) to make all other determinations and take all
other actions deemed necessary or advisable for the proper administration of the
Plan. All such actions and determinations  shall be conclusively binding for all
purposes and upon all persons.

     4.  Number  of Shares  Subject  to the  Plan.  The  total  number of Shares
available  for Grants  under the Plan may not exceed in the  aggregate  700,000,
subject to adjustment upon occurrence of any of the events  indicated in Section
6  hereof.  The Board  may,  from time to time,  increase  the  number of Shares
available for grant under the Plan. The Shares to be delivered  under the Grants
may consist,  in whole or in part,  of authorized  but unissued  Common Stock or
treasury Common Stock not reserved for any other purpose.

     5. Lapsed Grants. If a Grant, or any portion thereof,  is forfeited for any
reason,  any Shares forfeited shall be available again for the making of a later
Grant hereunder.

     6.  Adjustment  in  Capitalization.  In  the  event  of any  change  in the
outstanding  shares of Common Stock that occurs after the Initial  Adoption Date
by reason of a stock dividend,  stock split,  reorganization,  reclassification,
recapitalization,  merger,  consolidation,  combination,  exchange of shares, or
other similar  change,  then the  aggregate  number and class of shares or other
securities  that may be  issued or  transferred  pursuant  to the Plan,  and the
provisions,  terms and conditions of each  outstanding  Grant affected  thereby,
shall  be  adjusted   appropriately  by  the  Board  or  the  Committee,   whose
determination shall be conclusive.

     7. Eligibility and Participation.  The Board of Directors or the Committee,
in its sole  discretion,  but  subject  to the  provisions  of the  Plan,  shall
determine the  Participants  to whom Grants shall be granted,  and the number of
shares to be  covered  by each  Grant,  taking  into  account  the nature of the
employment or services rendered by the individuals or entities being considered,
their annual  compensation,  their  present and potential  contributions  to the
success of the Company,  and such other factors as the Board of Directors or the
Committee may deem relevant.

     8. Grants of Restricted Stock.

          (a) Grant of Restricted Stock. Subject to the provisions of Section 7,
     the Board or the  Committee,  at any time and from  time to time,  may make
     Grants to such Participants and in such amounts as it shall determine. Each
     Grant shall be made pursuant to a written instrument which must be executed
     by the grantee in order to be effective.

          (b)  Standard  Restrictions.  In  addition  to  any  other  applicable
     provisions hereof and except as may otherwise be specifically provided in a
     Grant,  the  following  restrictions  in this Section  8(b) (the  "Standard
     Restrictions") shall apply to Grants made by the Board or the Committee:

               (i)  No  Shares  granted   pursuant  to  a  Grant  may  be  sold,
                    transferred,  pledged,  assigned or  otherwise  alienated or
                    hypothecated  until, and to the extent that, such Shares are
                    vested.

               (ii) Shares  granted  pursuant to a Grant are  non-vested  at the
                    time the Grant is made, but shall,  unless earlier forfeited
                    hereunder, vest according to the following vesting schedule:

                                                              Vested Percentage
                    Vesting Dates                             of Shares Granted

         One (1) year from the date of Grant                             14%
         Two (2) years from the date of Grant                            28%
         Three (3) years from the date of Grant                          42%
         Four (4) years from the date of Grant                           56%
         Five (5) years from the date of Grant                           70%
         Six (6) years from the date of Grant                            84%
         Seven (7) years from the date of Grant                         100%

                         The  foregoing  notwithstanding  (but  subject  to  the
                    provisions of (iii) hereof and subject to the  discretion of
                    the Board or the Committee), a Participant shall forfeit all
                    Shares not  previously  vested,  if any, at such time as the
                    Participant   is  no  longer   employed   by,  or  rendering
                    consulting or advisory  services to, the Company or a Parent
                    or Subsidiary. All forfeited Shares shall be returned to the
                    Company.

               (iii)Notwithstanding  any other provision of this Section 8(b) to
                    the contrary, a Participant who has not previously forfeited
                    any non-vested  Shares that are granted pursuant to a Grant,
                    shall  automatically  have such non-vested  Shares vest upon
                    the  earlier  of (a)  the  effective  date  of a  Change  in
                    Control,   (b)  the   termination  by  the  Company  of  the
                    Participant's  employment  with,  or  consulting or advisory
                    services  to, the Company  and all Parents and  Subsidiaries
                    other than for Cause, (c) the Resignation for Good Reason by
                    the  Participant,   and  (d)  the  Participant's   death  or
                    Permanent Disability.

          (c) Other Restrictions.  Notwithstanding the Standard  Restrictions of
     Section  8(b) above,  the Board or the  Committee  may impose such other or
     different  restrictions  on any  Shares  granted  as it may deem  advisable
     including, without limitation,  restrictions relating to length of service,
     corporate  performance,  attainment  of  individual  or  group  performance
     objectives,  and  federal  or state  securities  laws,  and may  legend the
     certificates  representing  restricted Shares to give appropriate notice of
     such  restrictions.  Any such  other  or  different  restrictions  shall be
     specifically set forth in the Grant instrument.

          (d) Holding of Restricted  Shares.  Certificates  representing  Shares
     granted that are subject to  restrictions  shall be held by the Company or,
     if the Board or the  Committee so specifies,  deposited  with a third-party
     custodian or trustee until lapse of all  restrictions on the Shares.  After
     such lapse,  certificates for such Shares (or the vested percentage of such
     Shares) shall be delivered by the Company to the  Participant  who received
     the grant of such  Shares;  provided,  however,  that the Company  need not
     issue fractional Shares.

          (e)  Rights in  Restricted  Shares.  During any  applicable  period of
     restriction,  a Participant who has been granted Shares  hereunder shall be
     the record  owner  thereof  and shall be  entitled  to vote such Shares and
     receive all  dividends  and other  distributions  paid with respect to such
     Shares  while they are so  restricted.  However,  if any such  dividends or
     distributions  are paid in shares of  Company  stock  during an  applicable
     period of  restriction,  the shares  received  shall be subject to the same
     restrictions  as the  Shares  with  respect  to  which  they  were  issued.
     Moreover,  the Board or the  Committee may provide in each Grant such other
     restrictions, terms and conditions as it may deem advisable with respect to
     the treatment  and holding of any stock,  cash or property that is received
     in exchange for restricted Shares.

          (f)  Conflicting  Provisions.  In case  of any  conflict  between  the
     provisions of this Plan and the  provisions of a Grant,  the  provisions of
     this Plan shall control.

     9.  Conditions  to Grants.  The making of any Grant and the issuance of any
Shares to a Participant  shall be subject to the condition  that, if at any time
the  Company  shall  determine  in  its  discretion  that  the  satisfaction  of
withholding  tax  or  other  withholding  liabilities,   or  that  the  listing,
registration,  or qualification of any Shares  otherwise  deliverable  hereunder
upon any  securities  exchange  or under any state or federal  law,  or that the
consent or approval of any  regulatory  body,  is  necessary  or  desirable as a
condition of, or in connection with, the delivery or purchase of Shares pursuant
hereto,  then in any such event, such Grant or such issuance of Shares shall not
be effective  unless such  withholding,  listing,  registration,  qualification,
consent, or approval shall have been effected or obtained free of any conditions
not acceptable to the Company.

     10.  Amendment,  Suspension,  and Termination of Plan. The Board may at any
time suspend or terminate  the Plan or any portion  thereof or may amend it from
time to time in such respects as the Board may deem  advisable in order that the
Grants  granted  hereunder  may conform to any change in the law or in any other
respects which the Board may deem to be in the best interests of the Company. No
Grants may be made during any  suspension or after the  termination of the Plan.
Except as provided in the Plan, no amendment,  suspension, or termination of the
Plan shall, without the Participant's consent, alter or impair any of the rights
or obligations under any Grant theretofore granted to such Participant under the
Plan.

     11.  Tax  Withholding.  The  Board  or  the  Committee  may,  in  its  sole
discretion,  (a)  require a  Participant  to remit to the  Company a cash amount
sufficient  to  satisfy,  in whole or in part,  any  federal,  state  and  local
withholding tax requirements prior to the delivery of any certificate for vested
Shares pursuant to a Grant hereunder;  (b) require a Participant to satisfy,  in
whole or in part, any such  withholding tax  requirements by having the Company,
upon any  delivery of vested  Shares,  withhold  from such Shares that number of
full  Shares  having a fair  market  value equal to the amount or portion of the
amount  required or permitted to be  withheld;  or (c) satisfy such  withholding
requirements through another lawful method.

     12. Code  Section  83(b)  Elections.  Each  Participant  making an election
pursuant to Section 83(b) of the Code shall,  upon the making of such  election,
promptly provide a copy of such election to the Company.

     13.  Employment.  Nothing in this Plan shall interfere with or limit in any
way the right of the  Company  or any  Parent or  Subsidiary  to  terminate  any
Participant's  employment or consulting or advisory arrangement at any time, nor
confer  upon any  Participant  any right to continue in the employ of, or render
consulting or advisory services to, the Company or any Parent or Subsidiary.

     14. Effective Date of the Plan. The effective date of the Plan is September
1, 2000, the date of its adoption by the Board.

     15. Term. No Grants may be made under the Plan after September 1, 2010. The
provisions of the Plan shall,  however,  continue to apply as to any Grants made
prior to such date.

Dated:   September 1, 2000