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                                                                     Exhibit 4.4

                            OSAGE SYSTEMS GROUP, INC.
                        1999 EMPLOYEE STOCK PURCHASE PLAN

       The following constitute the provisions of the 1999 Employee Stock
Purchase Plan of Osage Systems Group, Inc.

1.     Purpose. The purpose of this Plan is to provide employees of the
       Company and its Designated Subsidiaries with an opportunity to purchase
       Common Stock of the Company. It is the intention of the Company to have
       the Plan qualify as an "Employee Stock Purchase Plan" under Section 423
       of the Internal Revenue Code of 1986, as amended. The provisions of the
       Plan shall accordingly be construed so as to extend and limit
       participation in a manner consistent with the requirements of that
       section of the Code.

2.     Definitions.

       (a)    "Board" shall mean the Board of Directors of the Company.

       (b)    "Code" shall mean the Internal Revenue Code of 1986, as amended.

       (c)    "Common Stock" shall mean the Common Stock, $0.01 par value, of
              the Company.

       (d)    "Company" shall mean Osage Systems Group, Inc., a Delaware
              corporation.

       (e)    "Compensation" shall mean all regular straight time gross earnings
              excluding payments for overtime, shift premium, incentive
              compensation, incentive payments, bonuses, commissions and other
              compensation.

       (f)    "Continuous Status As An Employee" shall mean the absence of any
              interruption or termination of service as an Employee. Continuous
              Status as an Employee shall not be considered interrupted in the
              case of a leave of absence agreed to in writing by the Company,
              provided that such leave is for a period of not more than 90 days
              or reemployment upon the expiration of such leave is guaranteed by
              contract or statute.

       (g)    "Contributions" shall mean all amounts credited to the account of
              a participant pursuant to the Plan.

       (h)    "Designated Subsidiaries" shall mean the Subsidiaries which have
              been designated by the Board from time to time in its sole
              discretion as eligible to participate in the Plan.

       (i)    "Employee" shall mean any person, including an officer, who is
              customarily employed for at least (20) hours per week and more
              than five (5) months in a calendar year by the Company or one of
              its Designated Subsidiaries.

       (j)    "Exchange Act" shall mean the Securities Exchange Act of 1934, as
              amended.
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       (k)    "Exercise Date" shall mean the last day of each Offering Period of
              the Plan.

       (l)    "Offering Date" shall mean the first business day of each Offering
              Period of the Plan, except that in the case of an individual who
              becomes an eligible Employee after the first business day of an
              Offering Period but prior to the first business day of the last
              calendar month of such Offering Period, the term "Offering Date"
              shall mean the first business day of the calendar month coinciding
              with or next succeeding the day on which the individual becomes an
              eligible Employee.

              Options granted after the first business day of an Offering Period
              will be subject to the same terms as the options granted on the
              first business day of such Offering Period except that they will
              have a different grant date (thus, potentially, a different
              exercise price) and, because they expire at the same time as the
              options granted on the first business day of such Offering Period,
              a shorter term.

       (m)    "Offering Period" shall mean a period of three (3) consecutive
              calendar months coinciding with calendar quarters.

       (n)    "Plan" shall mean this 1999 Employee Stock Purchase Plan.

       (o)    "Subsidiary" shall mean a corporation, domestic or foreign, of
              which not less than 50% of the voting shares are held by the
              Company or a Subsidiary, whether or not such corporation exists or
              is hereafter organized or acquired by the Company or a Subsidiary.

3.     Eligibility.

       (a)    Any person who is employed as an Employee as of the effective date
              of the Plan, 1/1/99, shall be entitled to participate in the Plan
              as of the initial Offering Period. Thereafter, any person who has
              been continuously employed as an Employee for three (3) months as
              of the Offering Date of a given Offering Period shall be eligible
              to participate in such Offering Period under the Plan, provided
              that such person was not eligible to participate in such Offering
              Period as of any prior Offering Date, and further, subject to the
              requirements of paragraph 5(a) and the limitations imposed by
              Section 423(b) of the Code.

       (b)    Any provisions of the Plan to the contrary notwithstanding, no
              Employee shall be granted an option under the Plan (i) if,
              immediately after the grant, such Employee (or any other person
              whose stock would be attributed to such Employee pursuant to
              Section 424(d) of the Code) would own stock and/or hold
              outstanding options to purchase stock possessing five percent (5%)
              or more of the total combined voting power or value of all classes
              of stock of the Company or of any Subsidiary, or (ii) which
              permits his or her rights to purchase stock under all employee
              stock purchase plans (described in Section 423 of the Code) of the
              Company and its Subsidiaries to accrue at a rate which exceeds
              Twenty-Five Thousand Dollars ($25,000) of fair 


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                  market value of such stock (determined at the time such option
                  is granted) for each calendar year in which such option is
                  outstanding at any time.

4.       Offering Periods. The Plan shall be implemented by a series of Offering
         Periods, with a new Offering Period commencing on January 1, April 1,
         July 1, and October 1 of each year (or at such other time or times as
         may be determined by the Board of Directors). The Plan shall continue
         until terminated in accordance with paragraph 18 hereof. The Board of
         Directors of the Company shall have the power to change the duration
         and/or frequency of Offering Periods with respect to future offerings
         without stockholder approval if such change is announced at least
         fifteen (15) days prior to the scheduled beginning of the first
         Offering Period to be affected.

5.       Participation.

         (a)      An eligible Employee may become a participant in the Plan by
                  completing a subscription agreement on the form provided by
                  the Company and filing it with the Company's Office of Human
                  Resources prior to the applicable Offering Date, unless a
                  later time for filing the subscription agreement is set by the
                  Board for all eligible Employees with respect to a given
                  Offering Period. The subscription agreement shall set forth
                  the percentage of the participant's Compensation (which shall
                  be not less than $10.00 per pay period and not more than 10%,
                  in multiples of 1/2%) to be paid as Contributions pursuant to
                  the Plan.

         (b)      Payroll deductions shall commence on the first payroll
                  following the Offering Date and shall end on the last payroll
                  paid on or prior to the Exercise Date of the Offering Period
                  to which the subscription agreement is applicable, unless
                  sooner terminated by the participant as provided in paragraph
                  10.

6.       Method of Payment of Contributions.

         (a)      The participant shall elect to have payroll deductions made on
                  each payday during the Offering Period in an amount not less
                  than $10.00 per pay period and not more than ten percent (10%)
                  of such participant's Compensation on each such payday;
                  provided that the aggregate of such payroll deductions during
                  the Offering Period shall not exceed ten percent (10%) of the
                  participant's aggregate Compensation during said Offering
                  Period. All payroll deductions made by a participant shall be
                  credited to his or her account under the Plan. A participant
                  may not make any additional payments into such amount.

         (b)      A participant may discontinue his or her participation in the
                  Plan as provided in paragraph 10, or, on one occasion only
                  during the Offering Period, may decrease, but may not
                  increase, the rate of his or her Contributions during the
                  Offering Period by completing and filing with the Company a
                  new subscription agreement within the ten (10) day period
                  immediately preceding the beginning of any calendar quarter
                  during the Offering Period. The change in rate shall be
                  effective as of the beginning of the calendar month following
                  the date of filing of the new subscription agreement.

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         (c)      Notwithstanding the foregoing, to the extent necessary to
                  comply with Section 423(b)(8) of the Code and paragraph 3(b)
                  herein, a participant's payroll deduction may be decreased to
                  0% at such time during any Offering Period which is scheduled
                  to end during the current calendar year that the aggregate
                  amount of all payroll deductions accumulated with respect to
                  such Offering Period and any other Offering Period ending
                  within the same calendar year equals $21,250. Payroll
                  deductions shall recommence at the rate provided in such
                  participant's subscription agreement at the beginning of the
                  first Offering Period which is scheduled to end in the
                  following calendar year, unless terminated by the participant
                  as provided in paragraph 10.

7.       Grant of Option.

         (a)      On the Offering Date of each Offering Period, each eligible
                  Employee participating in such Offering Period shall be
                  granted an option to purchase on each Exercise Date during
                  such Offering Period a number of shares of the Company's
                  Common Stock determined by dividing such Employee's
                  Contributions accumulated prior to such Exercise Date and
                  retained in the participant's account as of the Exercise Date
                  by the lower of (i) eighty-five percent (85%) of the fair
                  market value of a share of the Company's Common Stock on the
                  Offering Date, or (ii) eighty-five percent (85%) of the fair
                  market value of a share of the Company's Common Stock on the
                  Exercise Date; provided however, that the maximum number of
                  shares an Employee may purchase during each Offering Period
                  shall be determined at the Offering Date by dividing $25,000
                  by the fair market value of a share of the Company's Common
                  Stock on the Offering Date, and provided further that such
                  purchase shall be subject to the limitations set forth in
                  Sections 3(b) and 12 hereof. The fair market value of a share
                  of the Company's Common Stock shall be determined as provided
                  in Section 7(b) herein.

         (b)      The option price per share of the shares offered in a given
                  Offering Period shall be the lower of: (i) 85% of the fair
                  market value of a share of the Common Stock of the Company on
                  the Offering Date; or (ii) 85% of the fair market value of a
                  share of the Common Stock of the Company on the Exercise Date.
                  The fair market value of the Company's Common Stock on a given
                  date shall be based on the closing price of the Common Stock
                  for such date (or, in the event that the Common Stock is not
                  traded on such date, on the immediately preceding trading
                  date), as reported by the National Association of Securities
                  Dealers Automated Quotation (NASDAQ) National Market System
                  or, if such price is not reported, the mean of the bid and
                  asked prices per share of the Common Stock as reported by
                  NASDAQ or, in the event the Common Stock is listed on a stock
                  exchange, the fair market value per share shall be the closing
                  price on such exchange on such date (or, in the event that the
                  Common Stock is not traded on such date, on the immediately
                  preceding trading date), as reported in The Wall Street
                  Journal.

8.       Exercise of Option. Unless a participant withdraws from the Plan as
         provided in paragraph 10, his or her option for the purchase of shares
         will be exercised automatically on the Exercise Date of the Offering
         Period, and the maximum number of full shares subject to 

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         option will be purchased for him or her at the applicable option price
         with the accumulated Contributions in his or her account. The shares
         purchased upon exercise of an option hereunder shall be deemed to be
         transferred to the participant on the Exercise Date. During his
         lifetime, a participant's option to purchase shares hereunder is
         exercisable only by him or her.

9.       Delivery. As promptly as practicable after the Exercise Date of each
         Offering Period, the Company shall arrange the delivery of shares
         purchased upon exercise of his or her option to each participant's AG
         Edwards sub account, as appropriate.

10.      Withdrawal; Termination of Employment.

         (a)      A participant may withdraw all but not less than all of the
                  Contributions credited to his or her account under the Plan at
                  any time prior to the Exercise Date of the Offering Period by
                  giving written notice to the Company. All of the participant's
                  Contributions credited to his or her account will be paid to
                  him or her promptly after receipt of his or her notice of
                  withdrawal and his or her option for the current period will
                  be automatically terminated, and no further Contributions for
                  the purchase of shares will be made during the Offering
                  Period.

         (b)      Upon termination of the participant's Continuous Status as an
                  Employee prior to the Exercise Date of the Offering Period for
                  any reason, including retirement or death, the Contributions
                  credited to his or her account will be returned to him or her
                  or, in the case of his or her death, to the person or persons
                  entitled thereto under paragraph 14, and his or her option
                  will be automatically terminated.

         (c)      In the event an Employee fails to remain in Continuous Status
                  as an Employee of the Company for at least twenty (20) hours
                  per week during the Offering Period in which the Employee is a
                  participant, he or she will be deemed to have elected to
                  withdraw from the Plan and the Contributions credited to his
                  or her account will be returned to him or her and his or her
                  option will be terminated.

         (d)      A participant's withdrawal from an Offering Period will not
                  have any effect upon his or eligibility to participate in a
                  succeeding Offering Period or in any similar plan which may
                  hereafter be adopted by the Company.

11.      Interest. No interest shall accrue on the Contributions of a
         participant in the Plan.

12.      Stock.

         (a)      The maximum number of shares of the Company's Common Stock
                  which shall be made available for sale under the Plan shall be
                  1,000,000 shares, subject to adjustment upon changes in
                  capitalization of the Company as provided in paragraph 17. If
                  the total number of shares which would otherwise be subject to
                  options granted pursuant to Section 7(a) hereof on the
                  Offering Date of an Offering Period exceeds the number of
                  shares then available under the Plan (after deduction of all
                  shares for which options have been exercised or are then
                  outstanding), the Company shall make a pro rata 

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                  allocation of the shares remaining available for option grant
                  in as uniform a manner as shall be practicable and as it shall
                  determine to be equitable. Any amounts remaining in an
                  Employee's account not applied to the purchase of stock
                  pursuant to this Section 12 shall be refunded on or promptly
                  after the Exercise Date. In such event, the Company shall give
                  written notice of such reduction of the number of shares
                  subject to the option to each Employee affected thereby and
                  shall similarly reduce the rate of Contributions, if
                  necessary.

         (b)      The participant will have no interest or voting right in
                  shares covered by his or her option until such option has been
                  exercised.

13.      Administration. The Board, or a committee named by the Board, shall
         supervise and administer the Plan and shall have full power to adopt,
         amend and rescind any rules deemed desirable and appropriate for the
         administration of the Plan and not inconsistent with the Plan, to
         construe and interpret the Plan, and to make all other determinations
         necessary or advisable for the administration of the Plan. The
         composition of the committee shall be in accordance with the
         requirements to obtain or retain any available exemption from the
         operation of Section 16(b) of the Exchange Act, pursuant to Rule 16b-3
         promulgated thereunder.

14.      Transferability. Neither Contributions credited to a participant's
         account nor any rights with regard to the exercise of an option or to
         receive shares under the Plan may be assigned, transferred, pledged or
         otherwise disposed of in any way (other than by will, the laws of
         descent and distribution or as provided in paragraph 14 hereof) by the
         participant. Any such attempt at assignment, transfer, pledge or other
         disposition shall be without effect, except that the Company may treat
         such act as an election to withdraw funds in accordance with paragraph
         10.

15.      Use of Funds. All Contributions received or held by the Company under
         the Plan may be used by the Company for any corporate purpose, and the
         Company shall not be obligated to segregate such Contributions.

16.      Reports. Individual sub accounts will be maintained for each
         participant in the Plan. Statements of account will be given to
         participating Employees on a quarterly basis, which statements will set
         forth the amounts of Contributions, the per share purchase price, the
         number of shares purchased (and the remaining cash balance, if any).

17.      Adjustments Upon Changes In Capitalization. Subject to any required
         action by the stockholders of the Company, the number of shares of
         Common Stock covered by each option under the Plan which has not yet
         been exercised and the number of shares of Common Stock which have been
         authorized for issuance under the Plan but have not yet been placed
         under option (collectively, the "Reserves"), as well as the price per
         share of Common Stock covered by each option under the Plan which has
         not yet been exercised, shall be proportionately adjusted for any
         increase or decrease in the number of issued shares of Common Stock
         resulting from a stock split, reverse stock split, stock dividend,
         combination or reclassification of the Common Stock, or any other
         increase or decrease in the number of 

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         shares of Common Stock effected without receipt of consideration by the
         Company; provided, however, that conversion of any convertible
         securities of the Company shall not been deemed to have been "effected
         without receipt of consideration". Such adjustment shall be made by the
         Board, whose determination in that respect shall be final, binding and
         conclusive. Except as expressly provided herein, no issuance by the
         Company of shares of stock of any class, or securities convertible into
         shares of stock of any class, shall affect, and no adjustment by reason
         thereof shall be made with respect to, the number or price of shares of
         Common Stock subject to an option.

         In the event of the proposed dissolution or liquidation of the Company,
         the Offering Period will terminate immediately prior to the
         consummation of such proposed action, unless otherwise provided by the
         Board. In the event of a proposed sale of all or substantially of the
         assets of the Company, or the merger of the Company with or into
         another corporation, each option under the Plan shall be assumed or an
         equivalent option shall be substituted by such successor corporation or
         a parent or subsidiary of such successor corporation, unless the Board
         determines, in the exercise of its sole discretion and in lieu of such
         assumption or substitution, to shorten the Offering Period then in
         progress by setting a new Exercise Date (the "New Exercise Date"). If
         the Board shortens the Offering Period then in progress in lieu of
         assumption or substitution in the event of a merger or sale of assets,
         the Board shall notify each participant in writing, at least ten (10)
         days prior to the New Exercise Date, that the Exercise Date for his or
         her option has been changed to the New Exercise Date and that his or
         her option will be exercised automatically on the New Exercise Date,
         unless prior to such date he or she has withdrawn from the Offering
         Period as provided in paragraph 10. For purposes of this paragraph, any
         option granted under the Plan shall be deemed to be assumed if,
         following the sale of assets or merger, the option confers the right to
         purchase, for each share of option stock subject to the option
         immediately prior to the sale of assets or merger, the consideration
         (whether stock, cash or other securities or property) received in the
         sale of assets or merger by holders of Common Stock for each share of
         Common Stock held on the effective date of the transaction (and if such
         holders were offered a choice of consideration, the type of
         consideration chosen by the holders of a majority of the outstanding
         shares of Common Stock); provided, however, that if such consideration
         received in the sale of assets or merger was not solely common stock of
         the successor corporation or its parent (as defined in Section 424(e)
         of the Code), the Board may, with the consent of the successor
         corporation and the participant, provide for the consideration to be
         received upon exercise of the option to be solely common stock of the
         successor corporation or its parent equal in fair market value to the
         per share consideration received by holders of Common Stock in the sale
         of assets or merger.

         The Board may, if it so determines in the exercise of its sole
         discretion, also make provision for adjusting the Reserves, as well as
         the price per share of Common Stock covered by each outstanding option,
         in the event that the Company effects one or more reorganizations,
         recapitalizations, right offerings or other increases or reductions of
         shares of its outstanding Common Stock, and in the event of the Company
         being consolidated with or merged into any other corporation.

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18.      Amendment or Termination. The Board of Directors of the Company may at
         any time terminate or amend the Plan. Except as provided in paragraph
         18, no such termination may affect options previously granted, nor may
         an amendment make any change in any option theretofore granted which
         adversely affects the rights of any participant. In addition, to the
         extent necessary to comply with Rule 16b-3 under the Exchange Act, or
         under Section 423 of the Code (or any successor rule or provision or
         any applicable law or regulation), the Company shall obtain stockholder
         approval in such a manner and to such a degree as so required.

19.      Notices. All notices or other communications by a participant to the
         Company under or in connection with the Plan shall be deemed to have
         been duly given when received in the form specified by the Company at
         the location, or by the person, designated by the Company for the
         receipt thereof.

20.      Conditions Upon Issuance of Shares. Shares shall not be issued with
         respect to an option unless the exercise of such option and the
         issuance and delivery of such shares pursuant thereto shall comply with
         all applicable provisions of law, domestic or foreign, including,
         without limitation, the Securities Act of 1933, as amended, the
         Exchange Act, the rules and regulations promulgated thereunder, the
         requirements of any stock exchange upon which the shares may then be
         listed, and shall be further subject to the approval of counsel for the
         Company with respect to such compliance.

         As a condition to the exercise of an option, the Company may require
         the person exercising such option to represent and warrant at the time
         of any such exercise that the shares are being purchased only for
         investment and without any present intention to sell or distribute such
         shares if, in the opinion of counsel for the Company, such a
         representation is required by any of the aforementioned applicable
         provisions of law.

21.      Term of Plan. The Plan became effective upon its adoption by the Board
         of Directors on January 1, 1999 and shall continue in effect for a term
         of twenty (20) years unless sooner terminated under paragraph 18.

22.      Additional Restrictions of Rule 16b-3. The terms and conditions of
         options granted hereunder to, and the purchase of shares by, persons
         subject to Section 16 of the Exchange Act shall comply with the
         applicable provisions of Rule 16b-3. This Plan shall be deemed to
         contain, and such options shall contain, and the shares issued upon
         exercise thereof shall be subject to, such additional conditions and
         restrictions as may be required by Rule 16b-3 to quality for the
         maximum exemption from Section 16 of the Exchange Act with respect to
         Plan transactions.

23.      Severability. With respect to persons subject to Section 16 of the
         Exchange Act, transactions under this Plan are intended to comply with
         all applicable conditions of Rule 16b-3 or its successors under the
         Exchange Act. To this extent any provision of the Plan or any action by
         the administrator of the Plan fails to so comply, it shall be deemed
         null and void, to the extent permitted by law and deemed advisable by
         the administrator of the Plan.




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